U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB
                                   (Mark One)

     |X| Quarterly report pursuant to Sections 13 or 15(d) of the Securities
                              Exchange Act of 1934

                  For the quarterly period ended March 31, 2005

     |_| Transition report pursuant to Sections 13 or 15(d) of the Securities
                              Exchange Act of 1934

       For the transition period from _______________ to _______________

                        Commission File Number:000-32341

                            TOP Group Holdings, Inc.

        (Exact Name of Small Business Issuer as Specified in Its Charter)



         Delaware                                               84-1485082
--------------------------------                             ------------------
(State or Other Jurisdiction of                               (I.R.S. Employer
Incorporation or Organization)                               Identification No.)


                1398 Monterey Pass Road, Monterey Park, CA 91754
                ------------------------------------------------
          (Address of Principal Executive Offices, Including Zip Code)

                                 (323) 261-1888
                                 --------------
                (Issuer's Telephone Number, Including Area Code)

  The number of shares outstanding of our Common Stock, $0.0001 par value per
               share, as of March 31, 2005, was 5,000,000 shares.

           Transitional Small Business Disclosure Format (check one):

                                 Yes |_| No |X|


<PAGE>


                            TOP Group Holdings, Inc.


                              INDEX TO FORM 10-QSB

                                                                            PAGE
PART I.  Financial Information

Item 1.  Financial Statements..................................................2

Item 2.  Management's Discussion and Analysis or Plan of Operation.............2

Item 3.  Controls and Procedures...............................................3

PART II. Other Information

Item 4.  Submission of Matters to a Vote of Security Holders...................3

Item 6.  Exhibits and Reports on Form 8-K .....................................4

SIGNATURES ....................................................................5

CERTIFICATIONS.................................................................6


<PAGE>


                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

For the Company's response to this item, please refer to the Financial
Statements annexed pages F-1 to F-6 of this Form 10-QSB.

Item 2. Management's Discussion and Analysis or Plan of Operation

This Quarterly Report on Form 10-QSB contains statements that may constitute
"forward-looking statements" within the meaning, and made pursuant to the Safe
Harbor provisions, of the Private Securities Litigation Reform Act of 1995. Such
statements are based on management's current expectations and are subject to a
number of risks and uncertainties, including, but not limited to, the difficulty
inherent in operating an early-stage company in a new and rapidly evolving
market, market and economic conditions, the impact of competitive products,
product demand and market acceptance risks, changes in product mix, costs and
availability of raw materials, fluctuations in operating results, delays in
development of highly complex products, risk of customer contract or sales order
cancellations and other risks detailed from time to time in our filings with the
Securities and Exchange Commission (the "SEC"). These risks and uncertainties
could cause our actual results to differ materially from those described in the
forward-looking statements. Any forward-looking statement represents our
expectations or forecasts only as of the date it was made and should not be
relied upon as representing its expectations or forecasts as of any subsequent
date. Except as required by law, we undertake no obligation to correct or update
any forward-looking statement, whether as a result of new information, future
events or otherwise, even if our expectations or forecasts change.

The following discussion and analysis should be read in conjunction with the
financial statements, related notes and other information included in this
Quarterly Report on Form 10-QSB, as well as in conjunction with the consolidated
financial statements and the related notes. The financial statements have been
prepared in accordance with US Generally Accepted Accounting Principles, or
GAAP.

Background

On January 16, 2003, we engaged in the Change in Control, whereby TOP Group New
York purchased 4,400,000 shares of the Company's common stock from H. Daniel
Boone, who was then President and Chairman of our board of directors. Because of
the purchase, TOP Group New York now owns 88% of our outstanding capital stock.

Ninety-five percent of the capital stock of TOP Group New York is held by Song
Ru-hua. Mr. Song is the founder and Chairman of TOP Group China, a privately
owned, China-based hi-tech conglomerate specializing in computer software,
computer hardware, LED display systems, network technology, applied electronics,
communications technology and IT education. However, starting in 2004, Mr. Song
has been relinquishing his responsibilities as the Chairman of the Board, and
now is no longer involved with day-to-day operation of TOP Group China.
Furthermore, Chengdu TOP Sci-tech Co. Ltd.(stock code 8135), owned indirectly by
TOP Group China , was de-listed from the Growth Enterprise Market of the Hong
Kong Stock Exchange in the second quarter of 2004.

Prior to the Change in Control, our purpose was to investigate opportunities to
be acquired by a company that desired to be registered under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Since the Change in
Control, we have no longer pursued this objective. Rather, we anticipate that we
will operate as a development stage company in an industry to be determined by
the Board. However, there can be no assurances at this time that our anticipated
future objectives will be pursued or achieved.

At the special meeting in March of 2003, our stockholders approved a change in
our state of incorporation from Colorado to Delaware. Later in March, our
stockholders approved a change in our name from Quixit, Inc. to TOP Group
Holdings, Inc.

At a special meeting on January 21, 2005, our stockholders elected Song Ru-hua,
Fang Ye and Zhou Tao to serve as our directors, who then proceeded to elect Song
Ru-hua as President and Principal Executive Officer, Zhou Zong-zheng as
Treasurer and Principal Financial & Accounting Officer, and Wu Hai as Secretary.
At that time, the shareholders also adopted and approved a restatement to the
company's Certificate of Incorporation to, among other things, reflect prior
amendments and re-appointed the Company's independent public accountant, Michael
Johnson & Co., LLC of Denver, Colorado.


                                        1


<PAGE>


A. PLAN OF OPERATIONS

We presently anticipate that we will operate as a development stage company in
an industry to be decided by the Board. However, there can be no assurances at
this time that the Company's anticipated future objectives will be pursued or
achieved.

Results of Operations for the Three Months Ended March 31, 2005 Compared to the
Three Months Ended March 31, 2004.

We had had no operations or revenues during the three months ended March 31,
2004 or 2005. We incurred $ 3,553 in expenses in the three months ended March
31, 2005, compared to none in the three months ended March 31, 2004. We had a
net loss in the three months ended March 31, 2005 of $3,553, compared to none in
the three months ended March 31, 2004.

B. LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2005, we had no operating capital and expect to continue to rely
upon advances or loans from shareholders to pay our expenses. We have no
commitments from any person for advances or loans.

We incurred a loss of $3,553 from operations for the three months ended March
31, 2005, and losses are expected in the future as well. The Company has a
working capital deficit for the three months ended March 31, 2005. This raises
substantial doubt about our ability to continue as a going concern. Our plans
include seeking additional capital and/or debt financing. There is no guarantee
that additional capital and/or debt financing will be available when and to the
extent required, or that if available, it will be on terms acceptable to us. Our
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

Item 3. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

      Based on their evaluation as of March 31, 2005, our chief executive
officer and chief financial officer have concluded that our disclosure controls
and procedures (as defined in Rules 13a-l5(e) and 15d-15(e) under the Securities
Exchange Act of I 934, as amended) were effective to ensure the information
required to be disclosed by us in reports that we file or submit under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported
within the time periods specified in the SEC' s rules and forms.

Management`s Report on Internal Control over Financial Reporting

      Our management is responsible for establishing and maintaining adequate
internal control over financial reporting, as such term is defined in Exchange
Act Rules 13a- 15(f) and l5d-15(f). Under the supervision and with the
participation of our management, including our Chief Executive Officer and Chief
Financial Officer, we conducted an evaluation of the effectiveness of our
internal control over financial reporting as of March 31, 2005. in making this
assessment, our management used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission ("COSO") in Internal
Control-Integrated Framework. Our management has concluded that, as of March 31,
2005, our internal control over financial reporting was effective based on these
criteria.

Changes in Internal Control over Financial Reporting

      There were no changes in our internal control over financial reporting
during the quarter ended March 31, 2005 that have materially affected, or are
reasonably likely to materially affect our internal control over financial
reporting.

Inherent Limitations on Effectiveness of Controls

      Our management, including our chief executive officer and chief financial
officer, does not expect that our procedures or our internal controls will
prevent or detect all error and all fraud. An internal control system, no matter
how well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Because of the
inherent limitations in all control systems, no evaluation of our controls can
provide absolute assurance that all control issues and instances of fraud, if
any, have been detected.


                           PART II. OTHER INFORMATION

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

On January 21, 2005, by written consent, our shareholders elected Song Ru-hua,
Fang Ye and Zhou Tao to serve as our directors, who then proceeded to elect Song
Ru-hua as President and Principal Executive Officer, Zhou Zong-zheng as
Treasurer and Principal Financial & Accounting Officer, and Wu Hai as Secretary.
At that time, the shareholders also adopted and approved a restatement to the
company's Certificate of Incorporation to, among other things, reflect prior
amendments and re-appointed the Company's independent public accountant.


                                        2


<PAGE>


Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

Exhibit
Number        Description
-------       -----------

3.1           Articles of Amendment to the Articles of Incorporation of the
              Company (incorporated by reference to the Company's proxy
              statement on Schedule 14A filed with the Commission on March 5,
              2003 (the "Proxy Statement"))

3.2           Agreement and Plan of Merger between Quixit, Inc., a Colorado
              corporation, and TOP Group Corporation (now known as TOP Group
              Holdings, Inc.), a Delaware corporation (incorporated by reference
              to the Proxy Statement)

3.3           Certificate of Incorporation of the Company (incorporated by
              reference to the Proxy Statement)

3.4           By-Laws of the Company (incorporated by reference to the Proxy
              Statement)

31            Certification

32            Certification

b) Reports on Form 8-K

     We filed a report on Form 8-k on January 24, 2005 to inform the changes in
Directors and Principal Officers. Please refer to Item 4 of Part I, "Submission
of Matters to a vote of Security of Holders".




                                        3


<PAGE>



                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                            TOP Group Holdings, Inc.





Dated: As of May 10, 2005             By: /s/ Zhou Zong-Zheng
                                         ------------------------------------
                                          Zhou Zong-Zheng
                                          Treasurer
                                         (Principal Financial and Accounting
                                          Officer)


Dated: As of May 10, 2005             By: /s/ Song Ru-Hua
                                         ------------------------------------
                                         Song Ru-Hua
                                         President
                                        (Principal Executive Officer)


<PAGE>


                            TOP GROUP HOLDINGS, INC.

                                 Balance Sheets

<TABLE>
<CAPTION>

                                                            March 31, 2005     March 31, 2004
                                                            -------------       -------------
ASSETS
<S>                                                                  <C>                 <C>
Current Assets, Cash                                           $       0          $       0

Total Current Assets                                           $       0          $       0

                                                               ---------          ---------

Total Other Assets                                             $       0          $       0
                                                               ---------          ---------

TOTAL ASSETS                                                   $       0          $       0
                                                               =========          =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
         Accrued expenses                                      $   3,553         $    2,560
         Advances from shareholders                            $  82,788         $   53,712
                                                               ---------          ---------


Total Current Liabilities                                      $  86,341          $  56,272
                                                               ---------          ---------

Stockholders Equity*
         Commons stock $.0001 par value, 100,000,000 shares          500             50,000
         Authorized, 5,000,000 shares issued and outstanding

Additional Paid-in Capital                                     $ 135,293          $  85,793
Accumulated Deficit                                            ($222,134)         ($192,065)
                                                               ---------          ---------


Total Stockholders' Equity                                     ($ 86,341)         ($ 56,272)
                                                               ---------          ---------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     $       0                  0
                                                               =========          =========
</TABLE>


* In the Amended Certificate of Incorporation filed on January 21, 2005, the
shares authorized to issue were increased from 5,000,000 to 100,000,000 while
the par value was reduced from $0.01 to $0.0001.


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

                                       F-1


<PAGE>


                            TOP GROUP HOLDINGS, INC.

Statement of Operation for the three months ended


                                                 March 31, 2005   March 31,2004
                                                 -------------    -------------
REVENUE

Sales                                              $        0      $        0

Total Income                                       $        0      $        0


Cost and Expense:

Legal & Administrative                             $    2,000      $        0
SEC filing expense                                 $      578      $        0
State Franchise tax                                $        0      $        0
Interest expense                                   $      975      $        0
                                                   ----------      ----------

Total expenses                                     $    3,553      $        0
                                                   ----------      ----------

Net Loss from Operations                           $    3,553      $        0
                                                   ==========      ==========

Per Share information
Weighted Average number of
Common Shares Outstanding                           5,000,000       5,000,000
                                                    ---------       ---------

Net Loss per Common share                           $       *               *
                                                    ==========      ==========

* Less than $0.01

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


                                       F-2


<PAGE>


                            TOP GROUP HOLDINGS, INC.

                              Stockholder's Equity
                                 March 31, 2005

<TABLE>
<CAPTION>

                                      Common stocks         Additional                    Total
                                 ------------------------    Paid-In      Accumulated   shareholders'
                                 # Of Shares     Amount      Capital        Deficit       Equity
                                 -----------   ----------   ----------    ----------    ----------
<S>                                      <C>          <C>          <C>            <C>           <C>
December 31, 1997                      1,000   $       10   $   54,578                  $   54,588
Net Loss for Period                                                          (16,771)      (16,771)
                                  ----------   ----------   ----------    ----------    ----------
Balance - December 31, 1997            1,000           10       54,578       (16,771)       37,817

Issuance of stock for cash         4,999,000       49,990       31,215                      81,215
Net Loss for Year                                                            (49,399)      (49,399)
                                  ----------   ----------   ----------    ----------    ----------
Balance - December 31, 1998        5,000,000       50,000       85,793       (66,170)       69,623

Net Loss for Year                                                            (69,623)      (69,623)
                                  ----------   ----------   ----------    ----------    ----------
Balance - December 31, 1999        5,000,000       50,000       85,793      (135,793)            0

Net Loss for Year                                                             (2,500)       (2,500)
                                  ----------   ----------   ----------    ----------    ----------
Balance - December 31, 2000        5,000,000       50,000       85,793      (138,293)       (2,500)

Net Loss for Year                                                                  0             0
                                  ----------   ----------   ----------    ----------    ----------
Balance - December 31, 2001        5,000,000       50,000       85,793      (138,293)       (2,500)

Net Loss for Year                                                            (29,000)      (29,000)
                                  ----------   ----------   ----------    ----------    ----------
Balance - December 31, 2002        5,000,000       50,000       85,793      (167,293)      (31,500)

Net Loss for Year                                                            (24,772)      (24,772)
                                  ----------   ----------   ----------    ----------    ----------
Balance - December 31, 2003        5,000,000       50,000       85,793      (192,065)      (56,272)

Net Loss for the Year                                                        (26,516)      (26,516)
                                  ----------   ----------   ----------    ----------    ----------
Balance - December 31, 2004        5,000,000       50,000       85,793      (218,581)      (82,788)

Net Loss 1/1/05-3/31/05                                                       (3,553)       (3,553)
                                   ---------    ----------   ----------    ----------    ----------
Balance - March 31, 2005 *         5,000,000   $      500   $  135,793    $ (222,134)    $ (86,341)

</TABLE>

* In the Amended Certificate of Incorporation filed on January 21, 2005, the
shares authorized to issue were increased from 5,000,000 to 100,000,000 while
the par value was reduced from $0.01 to $0.0001.

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


                                       F-3


<PAGE>


                            TOP GROUP HOLDINGS, INC.

               Statements of Cash Flows for the three months ended

                                 Indirect Method

<TABLE>
<CAPTION>

                                                          March 31,2005  March 31,2004
                                                          -------------  -------------
Cash Flows from Operating Activities:
<S>                                                             <C>            <C>
Net Loss                                                   $ (3,553)      $      0

Adjustments to reconcile net loss to net cash used
by operating activities

Decrease in other assets                                   $      0       $      0

Increase in current liabilities                            $  3,553       $      0

Net Cash Used by Operating Activities                      $      0       $      0

Net Increase in Cash & Cash Equivalents

Beginning Cash & Cash Equivalents                          $      0       $      0

Beginning Cash & Cash Equivalents                          $      0       $      0


Supplemental disclosure of Cash Flow Information

Cash paid for Interest

Cash paid for Income Taxes                                 $      0       $      0

</TABLE>

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


                                       F-4


<PAGE>


                            TOP GROUP HOLDINGS, INC.
                          Notes to Financial Statements
                                 March 31, 2005

Note 1 - Organization and Summary of Significant Accounting Policies:

Organization:

The Company was incorporated on May 15, 1997, under the laws of the state of
Colorado. On January 16, 2003, TOP Group Corporation, a New York corporation
("TOP Group New York"), purchased 4,400,000 shares of the Company's common
stock, which represents 88% of the Company's outstanding capital stock.
Immediately prior to the change in control, the Company's purpose was to
investigate opportunities to be acquired by a company that desired to be
registered under the Securities Exchange Act of 1934, as amended. Since the
change in control, the Company has begun to investigate opportunities, first in
the computer software industry, now in any industries. Essentially all
expenditures and expenses incurred in the first and second quarters of 2003 were
attributable to the investigation of such opportunities. In March 2003, the
Company changed its state of incorporation from Colorado to Delaware, and
changed its name from Quixit, Inc. to TOP Group Holdings, Inc. On January 21,
2005, the company filed an Amended Certificate of Incorporation to increase the
shares authorized to issue from 5,000,000 to 100,000,000 and reduced the par
value per share from $0.01 to $0.0001. The Company's fiscal year end is December
31.

Basis of Accounting:

The accompanying financial statements have been prepared on the accrual basis of
accounting in accordance with accounting principles generally accepted in the
United States.

Cash and Cash Equivalents:

The Company considers all highly liquid debt instruments, purchased with an
original maturity of three months or less, to be cash equivalents.

Use of Estimates:

The preparation of financial statements, in conformity with accounting
principles generally accepted in the United States, requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.

Net Loss Per Share:

Net loss per share is based on the weighted average number of common shares and
common shares equivalents outstanding during the period.

Other Comprehensive Income:

The Company has no material components of other comprehensive income (loss), and
accordingly, net loss is equal to comprehensive loss in all periods.


                                       F-5


<PAGE>


                            TOP GROUP HOLDINGS, INC.
                          Notes to Financial Statements
                                 March 31, 2005

Note 2 - Federal Income Taxes:

The Company has made no provision for income taxes because there have been no
operations to date causing income for financial statements or tax purposes.

The Financial Accounting Standards Board (FASB) has issued Statement of
Financial Accounting Standards Number 109 ("SFAS 109"). "Accounting for Income
Taxes", which requires a change from the deferred method to the asset and
liability method of accounting for income taxes. Under the asset and liability
method, deferred income taxes are recognized for the tax consequences of
"temporary differences" by applying enacted statutory tax rates applicable to
future years to differences between the financial statement carrying amounts and
the tax basis of existing assets and liabilities.

Deferred tax assets
         Net operating loss carryforwards            $ 222,134
         Valuation allowance                          (222,134)
                                                    -----------
         Net deferred tax assets                     $       0
                                                    ===========

As of March 31, 2005, 0he Company had net operating loss carry-forwards of
approximately $222,134 for federal income tax purposes. These carry-forwards if
not utilized to offset taxable income will begin to expire in 2010.

Note 3 - Going Concern

The Company's financial statements have been prepared on the basis that it is a
going concern, which contemplated the realization of assets and the satisfaction
of liabilities in the normal course of business.

The Company has not earned any revenue from operations in 2003, 2004 or 2005,
and, As of March 31, 2005 current liabilities exceed current assets by $86,341.
The Company's ability to continue as a going concern is dependent upon its
ability to develop additional sources of capital and ultimately to achieve
profitable operations. The accompanying financial statements do not include any
adjustments that might result from the outcome of these uncertainties.
Management is seeking new capital to revitalize the Company.

Note 4 - Capital Stock Transactions:

On March 25, 1999, the Company's Board of Directors approved an amendment to the
Articles of Incorporation of the Company, declaring a 1 to 10 reverse stock
split of outstanding common stock at March 25, 1999. In 2001, the Board of
Directors declared a 5 to 1 forward stock split. No shares of common stock were
issued in 2003, 2004 or 2005.

All shares and per share amounts in the accompanying financial statements of the
Company and notes thereto have been retroactively adjusted to reflect the stock
splits.

Note 5 - Segment Information

The Company has no present operations. The Company presently anticipates that,
in the future, it will engage in an industry to be determined by the Board.


                                       F-6