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, 2006

    |_| 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

                           Soyodo Group Holdings, Inc.
                       (Formerly TOP Group Holdings, Inc.)
        (Exact Name of Small Business Issuer as Specified in Its Charter)



         Delaware                                               84-1482082
--------------------------------                             ------------------
(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) 981-0100
                (Issuer's Telephone Number, Including Area Code)

        The number of shares outstanding of our Common Stock, $0.0001 par
           value per share, as of June 30, 2006, was 8,195,000 shares.

           Transitional Small Business Disclosure Format (check one):

                                 Yes |_| No |X|

<PAGE>

                           SOYODO GROUP HOLDINGS, INC.



                              INDEX TO FORM 10-QSB

                                                                            PAGE

PART I.  Financial Information

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

Item 2.  Management's Discussion and Analysis of Plan of Operation.............1

Item 3.  Controls and Procedures...............................................2

PART II. Other Information

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds...........3

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

Item 6.  Exhibits and Reports on Form 8-K .....................................3

SIGNATURES ....................................................................4

CERTIFICATIONS...............................................................5-7


<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 of 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

The Company was incorporated as "Quixit, Inc." on May 15, 1997, under the laws
of the State of Colorado. On January 16, 2003, we engaged in the Change in
Control, whereby TOP Group Corp. (New York) purchased 4,400,000 shares of the
Company's common stock from H. Daniel Boone, who was then President and Chairman
of the board of directors. On August 22, 2005, due to its inactive status and
its intension to wind up, TOP Group Corp. (New York) conveyed its
4,400,000shares to Song Ru-hua, the Company's President and Chairman of the
Board, in partial satisfaction of his personal loan to TOP Group Corp. (New
York).

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").

In the second quarter of 2005, we decided to commence a chain of member-only
stores in locations with large Chinese immigrant populations, offering Chinese
culture-related merchandise such as books, pre-recorded CDs, stationery, gifts,
and sports goods. Over the next six months, the Company has opened up six
stores, five in California and one in Illinois. However on June 30, 2006, the
Company decided to concentrate on its wholesale operation and let Ru-Hua Song,
its majority shareholder & Principal Executive Officer, to take over all the six
retail stores. At the special meeting in March of 2003, our stockholders
approved a change in our state of incorporation from Colorado to Delaware.
Later, our stockholders approved a change in our name from Quixit, Inc. to TOP
Group Holdings, Inc. Again at the special meting in August of 2005, our
stockholders approved a change in our name from TOP Group Holdings, Inc. to
Soyodo Group Holdings, Inc.

A. PLAN OF OPERATIONS

As of June 30, 2006, we had operated in the retail business in locations within
continental USA with large Chinese immigrant populations. Our merchandise
consists of mainly Chinese books, pre-recorded CDs, stationary, gifts and sports
goods. Competition in this business is intense and the barrier for new entries
is quite low.

However in the future, we will only concentrate on our wholesale operation, for
Ru-Hua Song took over all the six retail stores on June 30, 2006. The reason for
this action is that the retail part of our business seems to have been stuck
with an unprofitable situation where rents and advertising expense are
prohibitively high. Another reason is to reduce its exposure to huge liabilities
of store leases. Still another reason is to look into the possibility of
wholesaling our merchandise to other retail stores in the United States.

In essence, Ru-Hua Song and his privately held corporations have taken over the
inventories and various fixed assets of the six retail stores at the book value
at the closing of business day of June 30, 2006. Considering the fact that a lot
of those inventories were recent shipments from China, Ru-Hua Song agreed to
take over $750,000 of our merchandise payables from our book as well, which was
consented by our Chinese vendors in writing.

                                        1
<PAGE>

Since July 1, 2006, Ru-Hua Song and his privately held corporations have been
purchasing their merchandise from the Company and paying all the operating
expenses of those six stores. They are free to sell, lease or assign those
stores to other potential entrepreneurs, who are expected, but not guaranteed,
to remain within our distributorship network. However, it should be noted that
if they fail to pay all the rents involved, we would still be held liable by the
landlords to honor the terms of those leases.

Results of Operations for the six months Ended June 30, 2006 Compared to the six
months Ended June 30, 2005

We had retail sales of $1,594,963 and a gross profit of $521,436 during the six
months ended June 30, 2006, compared with none in the six months ended June 30,
2005. On the other hand, we incurred $896,918 in operating expenses in the six
months ended June 30, 2006, compared to $13,249 in the six months ended June 30,
2005. The year 2005 was the first year that we got into the retail business.
During the six months ended June 30, 2006, we incurred $32,293 in advertising
expenditure, $304,273 in stores' rents and $389,122 in payroll expense. We had a
net loss of $391,965, or $0.05 per share, in the six months ended June 30, 2006,
compared to $15,199 in the six months ended June 30, 2006.

B. LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2006, we had $94,091 operating capital, thanks to a loan of
$500,000 from Eastwest bank backed personally by Song Ru-hua. If the revenue
stream and the cash flow from those stores are not up to our expectation, we may
continue to rely upon advances or loans from shareholders to pay our expenses.
However, we have no commitments from any person for advances or loans.

We incurred a loss of $391,965 from operations for the six months ended June 30,
2006, and losses are expected in the future as well. This does raise 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 June 30, 2006, 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 June 30, 2006. 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 June 30,
2006, 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 June 30, 2006 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.


                                        2
<PAGE>

                           PART II. OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On December 15, 2005, our three officers, Wu Hai, Li Ke-Guang and Zhang Hao,
committed to acquire 160,000 restricted shares for $80,000, of which 100,000
shares were later returned back to the company by Li Ke-Guang, who has resigned
from his Vice President position and has not paid the money for the
subscription. On June 8, 2006, our three independent directors, Song Pei-Kun, Yi
Geng-Po and Fang Ye decided to acquire 1,135,000 restricted shares for $170,250.

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

At a special meeting in August of 2005, by written consent, our stockholders
approved a change in our name from TOP Group Holdings, Inc. to Soyodo Group
Holdings, Inc. On June 1,2006, by a written consent in lieu of a meeting, our
shareholders elected Song Ru-hua, Fang Ye, Song Pei-Kun, Yi Geng-Po and Zhang
Hao to serve as our directors in place of the entire prior Board. At the same
time, the shareholders also adopted and approved a restatement to the company's
Certificate of Incorporation to, among other things, to reflect prior amendments
and to set the total shares authorized to issue at 12,000,000.

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)

3.5             Restated Certificate of Incorporation of the Company
                (incorporated by reference to the Company's proxy statement on
                Schedule 14C filed with the commission on March 15, 2005 for an
                increase of authorized shares)

3.6             Restated Certificate of Incorporation of the Company
                (incorporated by reference to the Company's proxy statement on
                Schedule l4C filed with the commission on August 26, 2005 for a
                name change)

3.7             Restated Certificate of Incorporation of the Company
                (incorporated by reference to the Company's proxy statement on
                Schedule l4C filed with the commission on June 20, 2006 to set
                the new total authorized shares)

31.1            Certification

31.2            Certification

32              Certification

b) Reports on Form 8-K

      We filed a report on Form 8-K on June 8, 2006 to inform the election of
our five new directors, as well as the election of Song Ru-Hua as President and
Principal Executive Officer, Zhang Hao as Secretary & Vice President, and Zhao
Xiao-Zhong as Treasurer and Principal Financial & Accounting Officer. On June
30, 2006, we filed a report on Form 8-K to inform the decision to concentrate on
our wholesale operation and to let Ru-Hua Song and his privately held
corporations to take over all the six retail stores.

                                        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.

                           Soyodo Group Holdings, Inc.





Dated:  August 1, 2006           By: /s/ Zhao Xiao-Zhong
                                 ------------------------------------
                                 Zhao Xiao-Zhong
                                 Treasurer
                                 (Principal Financial and Accounting
                                 Officer)


Dated: August 1, 2006            By: /s/ Song Ru-Hua
                                 ------------------------------------
                                 Song Ru-Hua
                                 President
                                 (Principal Executive Officer)
















                                        4


<PAGE>
                           SOYODO GROUP HOLDINGS, INC.
                       (Formerly TOP Group Holdings, Inc.)
                                 Balance Sheets
                                    June 30,
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                  2006           2005
                                                               -----------    -----------
ASSETS
   Current Assets:
<S>                                                            <C>            <C>
      Cash & cash equivalents                                  $    94,091    $   107,498
      Accounts Receivable                                          156,110           --
      Inventory, retail                                               --             --
      Prepaid expenses                                                --           34,061
      Related parties receivable                                     9,469           --
                                                               -----------    -----------

  Total Current Assets                                             259,670        141,559
                                                               -----------    -----------

  Property & equipment, net                                         11,654           --
  Security deposits                                                137,962         57,826

TOTAL ASSETS                                                   $   409,286    $   199,385
                                                               ===========    ===========

LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
    Current Liabilities
         Accounts payable & accrued expense                    $   325,612    $      --
         Accrued payroll & related liabilities                      32,025           --
         Accrued other liabilities                                  11,238          3,950
         Advance from shareholders & directors                        --           93,422
         Note payable                                              500,000           --
                                                                              -----------

    Total Current Liabilities                                      868,875         97,372
                                                               -----------    -----------


   Stockholders Equity (Deficit)
      Common stock, $.0001 par value, 12,000,000 shares                820            700
         authorized, 8,195,000 shares issued and outstanding
         as of 6/30/06, and 7,000,000 as of 6/30/05
      Additional Paid-In Capital                                   585,223        385,093
      Stock subscription receivable                                (50,000)
      Accumulated Deficit                                      $(1,045,632)      (233,780)
                                                               -----------    -----------

   Total Stockholders' Equity ( Deficit)                          (459,589)       102,013
                                                               -----------    -----------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)             $   409,286    $   199,385
                                                               ===========    ===========
</TABLE>

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

                                       F-1
<PAGE>
                           SOYODO GROUP HOLDINGS, INC.
                       (Formerly TOP Group Holdings, Inc.)
                            Statements of Operations
                        For the six months Ended June 30,
                                   (Unaudited)


                                       2006           2005
                                    -----------    -----------


Net Sales                           $ 1,594,963    $      --
                                    -----------    -----------

Cost of Goods Sold                  $(1,073,527)
                                    -----------    -----------

Gross Profit                            521,436           --
                                    -----------    -----------

Operating Expenses
     Sales & Marketing                   39,678
     Store Rents                        304,273           --
     General & Administrative           552,967         13,249

Total Operating Expenses                896,918         13,249
                                    -----------    -----------

Net Loss From Operations            $  (375,482)   $   (13,249)
                                    -----------    -----------

Interest Expense                         16,483          1,950

Net Income                          $  (391,965)   $   (15,199)
                                    -----------    -----------

Per Share Information:
     Weighted average number
     of common shares outstanding     7,291,519      5,331,492
                                    -----------    -----------

Net Loss per common share           $     (0.05)        *
                                    ===========    ===========

 * Less than $0.01



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

                                       F-2

<PAGE>

                           SOYODO GROUP HOLDINGS, INC.
                       (Formerly TOP Group Holdings, Inc.)
                              Stockholders' Equity
                                  June 30, 2006
                                   (Unaudited)


<TABLE>
<CAPTION>
                                          COMMON STOCKS
                                    --------------------------     Additional                        Stock           Total
                                                                    Paid-In        Accumulated    Subscription   Stockholders'
                                      # of Shares    Amount         Capital        Deficit         Receivable       Equity
                                    ------------    ----------    ------------   -------------   -------------   -------------

<S>                 <C> <C>           <C>                 <C>         <C>            <C>         <C>                  <C>
Balance -  December 31, 2003          5,000,000           500         135,293        (192,065)             -          (56,272)
                                    ------------    ----------    ------------   -------------   -------------   -------------

Net Loss for the Year                         -             -               -         (26,516)             -          (26,516)
                                    ------------    ----------    ------------   -------------   -------------   -------------

Balance -  December 31, 2004          5,000,000           500         135,293        (218,581)             -          (82,788)
                                    ------------    ----------    ------------   -------------   -------------   -------------

Issurance of stock for cash           2,160,000           216         329,784               -          45,000         285,000
Net Loss for the year                         -             -               -        (435,086)             -         (435,086)
                                    ------------    ----------    ------------   -------------   -------------   -------------
Balance -  December 31, 2005          7,160,000           716         465,077        (653,667)         45,000        (232,874)
                                    ------------    ----------    ------------   -------------   -------------   -------------

Issurance of stock for cash           1,035,000           104         120,146               -         (45,000)        165,250
                                                                                                                 -------------
Net Loss 1/1/06 to 6/30/06                    -             -               -        (391,965)             -         (391,965)
                                                                                                                 -------------
Balance -  June 30, 2006              8,195,000           820         585,223      (1,045,632)   $         -         (459,589)
                                    ============    ==========    ============   =============   =============   =============
</TABLE>











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

                                       F-3

<PAGE>

                           SOYODO GROUP HOLDINGS, INC.
                       (Formerly TOP Group Holdings, Inc.)
                             Statements of Cash Flow
                        For the six months Ended June 30,

                                 Indirect Method
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                              2006          2005
                                                            ---------    ---------

Cash Flows from Operating Activities:
<S>                                                         <C>          <C>
     Net Loss                                               $(391,965)   $ (15,199)
                                                            ---------
     Adjustments to reconcile net loss to net cash used
        by operating activities
        Depreciation                                           19,546
        Decrease (Increase) in Inventory                      643,356
        Decrease (Increase) in Accounts Receivable           (156,110)
        Decrease (Increase) in other currect assets           144,597      (34,061)
        Decrease (Increase) in security deposits                 --        (57,826)
        Increase (Decrease) in accounts payable              (468,742)
        Increase (Decrease) in current liabilities            (24,313)      14,584

Net Cash Used by Operating Activities                        (233,631)     (92,502)
                                                            ---------    ---------

Investing Activities:

     Sale of property and equipment                           181,350         --

Net Cash from Investing Activities                            181,350         --
                                                            ---------    ---------

Financing Activities

     Net proceeds from issurance of common stock              120,250      250,000
     Decrease (Increase) in Stock Subscription receivable      45,000      (50,000)
     Increase in notes payable                                 55,683         --
     Increase in loan from shareholders & directors          (180,000)        --

Net Cash from Financing Activities                             40,933      200,000
                                                            ---------    ---------

Net Increase in Cash & Cash Equivalents                       (11,348)     107,498

Beginning Cash & Cash Equivalents                             105,439         --
                                                            ---------    ---------

Ending Cash & Cash Equivalents                              $  94,091    $ 107,498
                                                            =========    =========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
     Cash paid for Interest                                 $  16,483    $   1,950
                                                            =========    =========
     Cash paid for Income Taxes                             $    --      $    --
                                                            =========    =========
</TABLE>


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

                                       F-4

<PAGE>

                              SOYODO HOLDINGS, INC.
                          Notes to Financial Statements
                                  June 30, 2006


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 Corp., a New York corporation,
purchased 4,400,000 shares of the Company's common stock, which represented 88%
of the Company's outstanding capital stock at that time. 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.

In the second quarter of 2005, the company decided to commence a chain of
member-only stores in locations with large Chinese immigrant populations,
offering Chinese culture-related merchandise such as books, pre-recorded CDs,
stationery, gifts, and sports goods. As of June 30, 2006, six retail stores had
been opened. However on June 30, 2006, the Company decided to concentrate on its
wholesale operation and to let Ru-Hua Song, its majority shareholder & Principal
Executive Officer, to take over all the six retail stores.

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. In
August of 2005, the company changed its name from TOP Group Holdings, Inc. to
Soyodo 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
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.

Inventory:

The valuation method used for our closing inventory is lower of cost or market.


                                       F-5
<PAGE>

                           SOYODO GROUP HOLDINGS, INC.
                          Notes to Financial Statements
                                  June 30, 2006


Note 2 - Property and Equipment:

The net property & equipment consist of $4,482 of equipment, $6,019 of furniture
& fixture and $1,153 of software. The useful life is 5 years for equipment, 7
years for F & F and 3 years for software. Straight-line method of depreciation
is used. During the takeover of the six retail stores by Ru-Hua Song on June 30,
2006, the Company distributed to him $15,983 of net equipment, $137,624 of net
furniture & fixture, and $48,348 of net leasehold improvement.

Note 3 - Commitments--Operating leases:

As of June 30, 2006, the Company had entered into leases for six retail stores,
of which five are located in California and one in Illinois. Those leases range
from 2 years to five years with a total retail space of 32,000 square feet.
Without adjustment for cost escalation clauses, our minimum lease payments will
be about $599,000 for the 12-month period ended June 30, 2007, about $1,310,000
for the 36-month period ended June 30, 2009, provided that our two-year leases
are not renewed.

However on June 30, 2006, Ru-Hua Song and his privately held corporations took
over these six stores. They will be responsible for store rents. But it should
be noted that if Ru-Hua Song and his privately held corporations fail to pay all
the rents involved, we will still be held liable by the landlords to honor the
terms of those leases.

Note 4 - Federal Income Taxes:

The Company has made no provision for income taxes because there have been no
net 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 carry-forwards      $ 1,045,632
         Valuation allowance                     (1,045,632)
                                                -----------
         Net deferred tax assets                $         0
                                                ===========

As of June 30, 2006, the Company had net operating loss carry-forwards of
approximately $ 1,045,632 for federal income tax purposes. These carry-forwards,
if not utilized to offset taxable income, will begin to expire in 2010.

Note 5 - 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 commenced its retail operation in the third quarter of 2005 in
locations with large Chinese immigrant populations. On June 30, 2006, it decided
to concentrate on its wholesale operation and to let Ru-Hua Song to take over
all the existing six retail stores.

As of June 30, 2006, the Company's current liabilities exceed current assets by
$ 609,205, and its net worth is negative $ 459,589. Therefore, the Company's
ability to continue as a going concern is dependent upon its ability to achieve
profitable operations and to develop additional sources of capital. The
accompanying financial statements do not include any adjustments that might
result from the outcome of these uncertainties.


                                       F-6
<PAGE>

                           SOYODO GROUP HOLDINGS, INC.
                          Notes to Financial Statements
                                  June 30, 2006

Note 6 - 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. 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 to reduce the par value
per share from $0.01 to $0.0001. On June 20, 2006, the company filed an Amended
Certificate of Incorporation to set the authorized shares at 12,000,000.

No shares of common stock were issued in 2003 and 2004. Then in the second
quarter of 2005, the principal shareholder, Song Ru-hua, contributed $250,000 in
consideration for 2,000,000 common shares (restricted) to be used as working
capital. On December 15, 2005, our three officers, Wu Hai, Li Ke-Guang and Zhang
Hao, committed to acquire 160,000 restricted shares for $80,000, of which
100,000 shares were later returned back to the company by Li Ke-Guang, who has
resigned from his Vice President position and has not paid the money. On June 8,
2006, our three independent directors, Song Pei-Kun, Yi Geng-Po and Fang Ye
decided to acquire 1,135,000 restricted shares for $170,250.

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 and the par value reduction.

Note 7 - Related Party Transactions:

The company imports all of its merchandise from a trading company in China,
where our director, Fang Ye, has been its president and the majority
shareholder. As of June 30, 2006, our merchandise A/P to this trading company
stood at $325,612. In addition, Mr. Song Ru-hua has been a majority owner of
three privately held companies in California and New York, which are in the same
line of business. For the six months ended June 30, 2006, we did have
transactions with these three privately held companies, mainly the sales of
merchandise to them at our wholesale price. As of June 30, 2006, we had a total
of related party receivable of $ 9,469 against these three companies.

Note 8 - Notes payable (current) :

The loan from Eastwest Bank is a letter of credit facility with Mr. Song
Ru-hua's personal guarantee. It will become due in May of 2007 unless the
renewal is successfully arranged before that time.

Note 9 - Segment Information:

The Company as of June 30, 2006 had operation only in the retail business in the
U.S.A, approximately 92.60% of which is in California and the remaining is in
Illinois.


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