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 September 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.)


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

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

                                  QUIXIT, INC.
                17 BARSTOW ROAD, SUITE 301, GREAT NECK, NY 11021
              (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 September 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. However, Starting in 2004, Mr. Song
has been relinquishing his responsibilities as the Chairman of the Board, and
now is no longer involved with day-to-day operation of TOP Group China.
Furthermore, Chengdu TOP Sci-tech Co. Ltd.(stock code 8135), owned indirectly by
TOP Group China , was de-listed from the Growth Enterprise Market of the Hong
Kong Stock Exchange in the second quarter of 2004.

Prior to the Change in Control, our purpose was to investigate opportunities to
be acquired by a company that desired to be registered under the 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 without a
concentration in any specific industry. However, there can be no assurances at
this time that our anticipated future objectives will be pursued or achieved.

Since the Change in control, we had shared office space with TOP Group New York
at 17 Barstow Road, Suite 301, Great Neck, New York, 11021 until the third
quarter of 2004 when TOP Group New York moved its office to 1398 Monterey Pass
Road, Monterey Park, California, 91754, which becomes the Company's present
mailing address. At this time, we have no agreements to acquire any properties.

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
without a concentration in any specific 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 Nine Months Ended September 30, 2004 Compared to
the Nine Months Ended September 30, 2003.

We had had no operations or revenues during the nine months ended September 30,
2003 or 2004. We incurred $12,898 in expenses in the nine months ended September
30, 2004, compared to $20,000 in the nine months ended September 30, 2003. We
had a net loss in the nine months ended September 30, 2004 of $12,898, compared
to $20,000 net loss in the nine months ended September 30, 2003.

B. LIQUIDITY AND CAPITAL RESOURCES

As of September 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 a loss of $12,898 from operations for the nine months ended
September 30, 2004, and losses are expected in the future as well. The Company
has a working capital deficit for the nine months ended September 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 nine months ended September 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 nine months ended September 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 October 20, 2004            By: /s/ Lu Anli
                                           -------------------------------------
                                           Lu Anli
                                           Secretary and Treasurer
                                           (Principal Financial and
                                           Accounting Officer)


Dated: As of October 20, 2004            By: /s/ Yang Hengming
                                           -------------------------------------
                                           Yang Hengming
                                           President
                                           (Principal Executive Officer)


                                        4

<PAGE>

                            TOP GROUP HOLDINGS, INC.

                                 BALANCE SHEETS

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

Current Assets, Cash                                              $       0       $       0

Total Current Assets                                              $       0       $       0

Reorganization less accumulated amortization                      $  10,625       $       0
                                                                  ---------       ---------

Total Other Assets                                                $  10,625       $       0
                                                                  ---------       ---------

TOTAL ASSETS                                                      $  10,625       $       0
                                                                  =========       =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
         Accrued expenses                                         $   3,023       $       0
         Advances from shareholders                               $  79,272       $  51,500
                                                                  ---------       ---------

Total Current Liabilities                                         $  82,295       $  51,500
                                                                  ---------       ---------

Stockholders Equity
         Commons 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                                               ($207,463)      ($187,293)
                                                                  ---------       ---------

Total Stockholders' Equity                                        ($ 71,670)      ($ 51,500)
                                                                  ---------       ---------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $  10,625       $       0
                                                                  =========       =========
</TABLE>


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

                                       F-1

<PAGE>

                            TOP GROUP HOLDINGS, INC.

Statement of Operation for the nine months ended

                                                 Sept 30, 2004    Sept 30, 2003
                                                 -------------    -------------
REVENUE

Sales                                              $        0      $        0

Total Income                                       $        0      $        0

Cost and Expense:

Legal & Administrative                             $   10,000      $   20,000
SEC filing expense                                 $    1,023      $        0
State Franchise tax                                $        0      $        0
Amortization expense                               $    1,875      $        0
                                                   ----------      ----------

Total expenses                                     $   12,898      $   20,000
                                                   ----------      ----------

Net Loss from Operations                           $   12,898      $   20,000
                                                   ==========      ==========

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

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


* Less than $0.01

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

                                       F-2

<PAGE>

                            TOP GROUP HOLDINGS, INC.

                              Stockholder's Equity
                               September 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 1/1/04-9/30/04                                                      (12,898)      (12,898)
                                  ----------   ----------   ----------    ----------    ----------
Balance - September 30, 2004       5,000,000   $   50,000   $   85,793    $ (207,463)   $  (71,670)
</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 NINE MONTHS ENDED
                                 INDIRECT METHOD

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

Net Loss                                                $(12,898)      $(20,000)

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

Decrease in other assets                                $  1,875       $      0

Increase in current liabilities                         $ 11,023       $ 20,000

Net Cash Used by Operating Activities                   $      0       $      0

Net Increase in Cash & Cash Equivalents

Beginning Cash & Cash Equivalents                       $      0       $      0

Beginning Cash & Cash Equivalents                       $      0       $      0


Supplemental disclosure of Cash Flow Information

Cash paid for Interest

Cash paid for Income Taxes                              $      0       $      0
</TABLE>


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

                                       F-4

<PAGE>

                            TOP GROUP HOLDINGS, INC.

                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 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, first in
the computer software industry, now in any industries. Essentially all
expenditures and expenses incurred in the first and second quarters of 2003 were
attributable to the investigation of such opportunities. In March 2003, the
Company changed its state of incorporation from Colorado to Delaware, and
changed its name from Quixit, Inc. to TOP Group Holdings, Inc. 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

                               September 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 September 2004, 0he Company had net operating loss carry-forwards of
approximately $207,463 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 Sept 30, 2004 current liabilities exceed current assets by $82,295.
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

                               September 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