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 June 30, 2004

    |_| 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 June 30, 2004, 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-7 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 Ruhua. 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. 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 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 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
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.


                                       1
<PAGE>

A. PLAN OF OPERATIONS

      We presently 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 the Company's anticipated future objectives will
be pursued or achieved.

Results of Operations for the Six Months Ended June 30, 2004 Compared to the Six
Months Ended June 30, 2003.

      We had had no operations or revenues during the six months ended June 30,
2003 or 2004. We incurred no expenses in the six months ended June 30, 2004,
compared to $20,000 in the six months ended June 30, 2004. We had a net loss in
the six months ended June 30, 2004 of $20,000, compared to no net loss in the
six months ended June 30, 2004.

B. LIQUIDITY AND CAPITAL RESOURCES

      As of June 30, 2004, 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 no losses from operations for the six months ended June 30,
2004, but losses are expected in the future. The Company has a working capital
deficit for the six months ended June 30, 2004. 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

      (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.

During the six months ended June 30, 2004, we submitted no matters to a vote of
our shareholders.


                                       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

      During the six months ended June 30, 2004, we filed no reports on Form
8-K.


                                       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 August 13, 2004            By: /s/ Lu Anli
                                           -------------------------------------
                                           Lu Anli
                                           Secretary and Treasurer
                                           (Principal Financial and
                                           Accounting Officer)


Dated: As of August 13, 2004            By: /s/ Yang Hengming
                                           -------------------------------------
                                           Yang Hengming
                                           President
                                           (Principal Executive Officer)


                                       4
<PAGE>

                            TOP GROUP HOLDINGS, INC.

                                 Balance Sheets

<TABLE>
<CAPTION>
                                                             June 30, 2004     June 30, 2003
                                                             -------------     -------------
<S>                                                            <C>                <C>
ASSETS

Current Assets, Cash                                           $       0          $       0

Total Current Assets                                           $       0          $       0

Reorganization less accumulated amortization                   $  12,500          $  12,500
                                                               ---------          ---------

Total Other Assets                                             $  12,500          $  12,500
                                                               ---------          ---------

TOTAL ASSETS                                                   $  12,500          $  12,500
                                                               =========          =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
         Accrued expenses                                      $   2,500          $   2,500
         Advances from shareholders                            $  68,712          $  68,712
                                                               ---------          ---------


Total Current Liabilities                                      $  71,272          $  71,272
                                                               ---------          ---------

Stockholders Equity
         Commons stock $.001 par value, 100,000,000 shares         5,000              5,000
         Authorized, 5,000,000 shares issued and outstanding

Additional Paid-in Capital                                     $  85,793          $  85,793
Accumulated Deficit                                            ($194,565)         ($194,565)
                                                               ---------          ---------


Total Stockholders' Equity                                     ($ 58,772)         ($ 58,772)
                                                               ---------          ---------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     $  12,500          $  12,500
                                                               =========          =========
</TABLE>

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


                                      F-1
<PAGE>

                            TOP GROUP HOLDINGS, INC.

                 Statement of Operation for the six months ended

                                                 June 30, 2004    June 30, 2003
                                                 -------------    -------------

REVENUE

Sales                                              $        0      $        0

Total Income                                       $        0      $        0


Cost and Expense:

Legal & Administrative                             $        0      $   21,793
SEC filing expense                                 $    3,000      $    2,919
State Franchise tax                                $        0      $       60
Amortization expense                               $        0      $    2,500
                                                   ----------      ----------

Total expenses                                     $        0      $   27,272
                                                   ----------      ----------

Net Loss from Operations                           $    3,000      $   27,272
                                                   ==========      ==========

Per Share information
Weighted Average number of
Common Shares Outstanding

Net Loss per Common share                           5,000,000       5,000,000

                                                           *                *

* 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
                                  June 30, 2004

<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
                                  ----------   ----------   ----------    ----------    ----------
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                                                            (27,272)      (27,272)
                                  ----------   ----------   ----------    ----------    ----------
Balance - December 31, 2003        5,000,000   $   50,000   $   85,793    $ (194,565)   $  (58,772)

Net Loss 1/1/04-3/31/04                                                            0             0
                                  ----------   ----------   ----------    ----------    ----------
Balance - June 30, 2004            5,000,000   $   50,000   $   85,793    $ (194,565)   $  (58,772)
</TABLE>

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


                                      F-3
<PAGE>

                            TOP GROUP HOLDINGS, INC.

                  Statements of Cash Flows for the years ended

                                 Indirect Method

<TABLE>
<CAPTION>
                                                          June 30, 2004  June 30, 2003
                                                          -------------  -------------
<S>                                                        <C>            <C>
Cash Flows from Operating Activities:

Net Loss                                                   $      0       $(27,272)

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

Increase in other assets                                   $      0       $(12,500)

Increase in current liabilities                            $      0       $ 39,772

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       $     60
</TABLE>

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


                                      F-4
<PAGE>

                            TOP GROUP HOLDINGS, INC.
                          Notes to Financial Statements
                                  June 30, 2004

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 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. 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
                                  June 30, 2004

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.

At June 30, 2004, 0he Company had net operating loss carry-forwards of
approximately $194,565 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 2002, 2003 or 2004,
and, As of June 30, 2004 current liabilities exceed current assets by $71,272.
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, 2003 or 2004.

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
                                 June 30, 2004

Note 5 - Reorganization cost capitalized:

The company incurred expenses when it changed its state of incorporation from
Colorado to Delaware, as detailed in the "Organization" section. It is
determined that this will benefit the Company over the coming years. In
agreement with IRS section 195, the Company decided to amortize this
reorganization cost over the period of 60 months.

Note 6 - 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