<PAGE>

                     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, 2003

    |_| 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.)

                17 Barstow Road, Suite 301, Great Neck, NY 11021
          (Address of Principal Executive Offices, Including Zip Code)


                                 (516) 482-2119
                                 --------------
                (Issuer's Telephone Number, Including Area Code)

                                  Quixit, Inc.
               ---------------------------------------------------
              (Former Name, Former Address and Former Fiscal Year,
                          if Changed Since Last Report)

The number of shares outstanding of our Common Stock, $0.001 par value per
share, as of March 31, 2003, was 5,000,00 shares.

TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE):

Yes |_| No |X|



<PAGE>



                            TOP GROUP HOLDINGS, INC.


                              INDEX TO FORM 10-QSB



<TABLE>
<CAPTION>

                                                                                                                 PAGE

<S>           <C>                                                                                                 <C>
PART I.       Financial Information

Item 1.       Financial Statements.................................................................................F-1 - F-7

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          ...............................................................................................6

CERTIFICATIONS      ...............................................................................................7

EXHIBIT             ...............................................................................................9
</TABLE>



<PAGE>

PART I.           FINANCIAL INFORMATION

ITEM 1.           FINANCIAL STATEMENTS


                            TOP GROUP HOLDINGS, INC.

                                   FORM 10-QSB

                                 MARCH 31, 2003

                          INDEX OF FINANCIAL STATEMENTS


                                                                    Pages

Balance Sheets                                                       F-1

Statements of Operations                                             F-2

Statements of Changes in Stockholders' Equity                        F-3

Statements of Cash Flows                                             F-4

Notes to Financial Statements                                      F-5-F-7


<PAGE>



                            TOP GROUP HOLDINGS, INC.
                                 Balance Sheets

<TABLE>
<CAPTION>

                                                       March 31, 2003  December 31, 2002

ASSETS

<S>                                                            <C>         <C>
Current Assets:
Cash ...................................................   $      -   $       -
                                                           --------   ---------

Total Current Assets ...................................   $      -   $       -
                                                           --------   ---------

TOTAL ASSETS ...........................................   $      -   $       -
                                                           ========   =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
     Accounts payable ..................................   $      -   $  29,000
     Advances from shareholders ........................   $ 20,000   $   2,500
                                                           --------   ---------

Total Current Liabilities ..............................   $ 20,000   $  31,500
                                                           --------   ---------

Stockholders Equity
     Common stock, $.001 par value, 100,000,000 shares .     50,000      50,000
     authorized, 5,000,000 shares issued and outstanding

Additional Paid-In Capital .............................     85,793      85,793

Accumulated Deficit ....................................   (187,293)   (167,293)
                                                           --------   ---------

Total Stockholders' Equity .............................    (51,500)    (31,500)
                                                           --------   ---------

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

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


                                      F-1
<PAGE>


                            TOP GROUP HOLDINGS, INC.
                            Statements of Operations
                      For the Three Months Ended March 31,

<TABLE>
<CAPTION>
                                                       2003              2002
                                                       ----              ----

<S>                                                   <C>                <C>
Revenue:
Sales .....................................        $         -         $       -
                                                   -----------         ---------

Total Income ..............................        $         -         $       -
                                                   -----------         ---------

Costs and Expenses:

Legal & Administrative ....................        $    20,000         $       -
                                                   -----------         ---------

Total Expenses ............................        $    20,000         $       -
                                                   -----------         ---------

Net Loss From Operations ..................        $   (20,000)        $       -
                                                   -----------         ---------

Per Share Information:
Weighted average number
of common shares outstanding ..............          5,000,000         5,000,000
                                                   -----------         ---------

Net Loss per common share .................        $         *                 *
                                                   ===========         =========

</TABLE>
* Less than $.01

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

                                      F-2
<PAGE>



                            TOP GROUP HOLDINGS, INC.
                              Stockholder's Equity
                                 March 31, 2003

<TABLE>
<CAPTION>

                                COMMON STOCKS         Additional                  Total
                                                        Paid-In    Accumulated Stockholders'
                             # 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           -       81,205

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)           -
           -----------------   ---------   ---------   ---------   ---------    ---------

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 ..........           -           -           -           -            -
                               ---------   ---------   ---------   ---------    ---------

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 Period ........           -           -           -     (20,000)     (20,000)
                               ---------   ---------   ---------   ---------    ---------

Balance -  March 31, 2003 ..   5,000,000   $  50,000   $  85,793   $(187,293)   $ (51,500)
           =================   =========   =========   =========   =========    =========
</TABLE>

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

                                      F-3
<PAGE>


                            TOP GROUP HOLDINGS, INC.
                             Statements of Cash Flow
                      For the Three Months Ended March 31,

<TABLE>
<CAPTION>
                                Indirect Method
                                                        2003       2002
                                                        ----       ----

<S>                                                   <C>           <C>
Cash Flows from Operating Activities:

Net Loss .........................................   $  20,000    $29,000
Adjustments to reconcile net loss to net cash used
        by operating activities
Increase (Decrease) in current liabilities .......      20,000     29,000
                                                                  -------

Net Cash Used by Operating Activities ............           -          -

Net Increase in Cash & Cash Equivalents ..........           -          -

Beginning Cash & Cash Equivalents ................           -          -

Ending Cash & Cash Equivalents ...................   $       -    $     -
                                                     =========    =======

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for Interest ...........................   $       -    $     -
                                                     =========    =======

Cash paid for Income Taxes .......................   $       -    $     -
                                                     =========    =======
</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, 2003


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 in the
computer software industry. Essentially all expenditures and expenses incurred
in the first quarter 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. 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, 2003

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                        $  50,188
           Valuation allowance                                       (50,188)
           -------------------                                     ---------

                           Net deferred tax assets                 $       0
                           =======================                 =========

At March 31, 2003, the Company had net operating loss carryforwards of
approximately $187,293 for federal income tax purposes. These carryforwards 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 2002 or 2003, and, as
of March 31, 2003 current liabilities exceed current assets by $20,000. 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 2002 or to date in 2003.

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.

                                      F-6
<PAGE>


                            TOP GROUP HOLDINGS, INC.
                          Notes to Financial Statements
                                 March 31, 2003

Note 5 - Segment Information

The Company has no present operations. The Company presently anticipates that,
in the future, it will engage in the computer software industry.


                                      F-7
<PAGE>


ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         In this section, "Management's Discussion and Analysis or Plan of
Operation," references to "we," "us," "our," and "ours" refer to TOP Group
Holdings, Inc., formerly known as Quixit, Inc.

         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. 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 a change in control, in which TOP
Group Corporation, a New York corporation ("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 Ruhua. Mr. Song is the founder and Chairman of TOP Group ("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. TOP
Group presently owns three publicly traded companies: Sichuan TOP Software Co.
Ltd. (TOP Software), listed on the Shenzhen Stock Exchange ("SZSE") (stock code
000583); Jiangsu Chinese.com Co. Ltd. (Chinese.com), listed on the SZSE (stock
code 0008051); and Chengdu TOP Sci-tech Co. Ltd. (TOP Sci-Tech), listed on the
Growth Enterprise Market of the Hong Kong Stock Exchange ("HKSE") (stock code
8135).

            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. Since the change in control, we
have no longer pursued this objective. Rather, we anticipate that we will
operate as a development stage company concentrating in the computer software
industry. However, there can be no assurances at this time that our anticipated
future objectives will be pursued or achieved.

            At a special meeting on March 24, 2003, our stockholders elected
Song Ruhua, Yang Hengming and Lu Anli to serve as our directors. Our directors
then elected Mr. Song as Chairman of the Board, Mr. Yang as President and Chief
Executive Officer, and Mr. Lu as Vice President, Secretary and Treasurer. All

                                       2
<PAGE>

three of these directors are also officers of TOP Group China. On March 28,
2003, our stockholders elected Li Dong to serve an independent director.

            At the special meeting, our stockholders also 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.

A. PLAN OF OPERATIONS

         We presently that we will operate as a development stage company
concentrating in the computer software industry. 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, 2003 Compared to the
-------------------------------------------------------------------------------
Three Months Ended December 31, 2001.
-------------------------------------

         We had had no operations or revenues during the three months ended
March 31, 2003 or 2003. We incurred no expenses in the three months ended March
31, 2002, compared to $20,000 for legal and administrative expenses in the three
months ended March 31, 2003. These expenses are attributable in part to our
investigation of opportunities in the computer software industry. We had a net
loss in the three months ended March 31, 2003 of $20,000, compared to no net
loss in the three months ended March 31, 2002.


         The losses incurred in the three months ended March 31, 2003 should be
expected to continue until our long-range business plan is adopted and
implemented.

B. LIQUIDITY AND CAPITAL RESOURCES

         As of March 31, 2003, we had no operating capital and rely upon
advances or loans from shareholders to pay our expenses. We have no commitments
from any person for advances or loans.

         We have incurred significant losses from operations for the three
months ended March 31, 2003, and such losses are expected to continue. In
addition, the Company has a working capital deficit for the three months ended
March 31, 2003. These losses 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

         (a) Evaluation of Disclosure Controls and Procedures. Our principal
executive officer and principal financial officer, after evaluating the
effectiveness of our disclosure controls and procedures (as defined in Exchange
Act Rules 13a-14(c) and 15d-14(c)) within 90 days of the date of this report on
Form 10-QSB, have concluded that, based on such evaluation, our disclosure
controls and procedures were adequate and effective to ensure that material
information relating to us, including our consolidated subsidiaries, was made
known to them by others within those entities, particularly during the period in
which this Quarterly Report on Form 10-QSB was being prepared.

         (b) Changes in Internal Controls. 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. Since there were no
significant deficiencies or material weaknesses in our internal controls, no
corrective actions were required or undertaken.

PART II. OTHER INFORMATION

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


                                       3
<PAGE>

         During the three months ended March 31, 2003, we submitted matters to a
vote of our shareholders on the following dates:

         March 24, 2003 - Our shareholders held a special meeting, at which they
voted to (i) elect a board of directors, (ii) authorize the Company to
reincorporate in Delaware, and (iii) amend our Articles of Incorporation to
prohibit reverse stock splits and similar transactions for 2 years. At the
meeting, Song Ruhua, Yang Hengming and Lu Anli were elected as directors. Of the
5,000,000 shares of common stock entitled to vote at the meeting, 4,463,945
shares (or 89.2789% of the shares entitled to vote) were represented by proxy.
All of these shares were voted in favor of each proposal and each director.
Refer to our proxy statement on Schedule 14A (filed with the Commission on March
10, 2003) and our report on Form 8-K (filed with the Commission on March 28,
2003) for a more detailed description of these matters.

         March 28, 2003 - Our shareholders adopted resolutions by written
consent in lieu of a meeting which (i) changed our name from Quixit, Inc. to TOP
Group Holdings, Inc. and (ii) elected Li Dong to our board of directors. The
holder of 4,400,000 shares of common stock (or 88% of the outstanding shares)
signed the written consent. Refer to our information statement on Schedule 14C
(filed with the Commission on April 22, 2003) and our report on Form 8-K (filed
with the Commission on March 28, 2003) for a more detailed description of these
matters.

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

The following exhibits are being filed with this Report:

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)

99.1              Certification of Principal Executive Officer and Principal
                  Financial Officer pursuant to 18 U.S.C. Section 1350, as
                  adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                  2002.

(b) Reports on Form 8-K

During the three months ended March 31, 2003, we filed reports on Form 8-K on
the following dates:

                  January 16, 2003 - Change of control (item 1); resignation of
director and appointment of new director (item 9).

                  March 28, 2003 - Election of directors; reincorporation in
Delaware; amendment to articles of incorporation to prohibit certain reverse
stock split transactions; name change; appointment of independent director (all
item 5).


                                       4
<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 15, 2003                   By: /s/ Lu Anli
                                                -----------
                                            Lu Anli
                                            Secretary and Treasurer
                                            (Principal Financial and
                                             Accounting Officer)


Dated: As of May 15, 2003                   By: /s/ Yang Hengming_
                                            -----------------
                                            Yang Hengming
                                            President
                                            (Principal Executive Officer)


                                       5
<PAGE>

I, Lu Anli, certify that:

1.       I have reviewed this quarterly report on Form 10-QSB of TOP Group
         Holdings, Inc.;

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; and

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
         we 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 the Registrant's board of directors (or persons
         performing the equivalent function):

              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 weakness 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:  May 15, 2003                          By: /s/ Lu Anli
                                                       ---------------------
                                                   Lu Anli
                                                   Secretary and Treasurer
                                                   (Principal Financial and
                                                   Accounting Officer)

                                       6
<PAGE>

I, Yang Hengming, certify that:

5.       I have reviewed this quarterly report on Form 10-QSB of TOP Group
         Holdings, Inc.;

6.       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; and

7.       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.

8.       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
         we 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 the Registrant's board of directors (or persons
         performing the equivalent function):

              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 weakness 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:  May 15, 2003                              By:  /s/ Yang Hengming
                                                       -------------------
                                                  Yang Hengming
                                                  President
                                                  (Principal Executive Officer)


                                       7
<PAGE>