<PAGE>

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

                                FORM 10-QSB/A-2

                                   (Mark One)

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

                  For the quarterly period ended March 31, 2003

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

        For the transition period from _______________ to _______________

                        Commission File Number:000-32341

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

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

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


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

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

The number of shares outstanding of our Common Stock, $0.001 par value per
share, as of June 26, 2003, was 5,000,000 shares.

TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE):

Yes |_| No |X|



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                            TOP GROUP HOLDINGS, INC.

                         Part I - Financial Information

                          Item 1.  Financial Statements


TOP Group Holdings, Inc. hereby amends its report on Form 10-QSB for the
quarterly period March 31, 2003 filed with the Securities and Exchange
Commission (the "SEC") on May 15, 2003, as amended by Form 10-QSB/A
("Amendment No. 1") filed with the SEC on June 5, 2003, by substituting
the following Balance Sheet for the one that appears in the original filing.
The purpose of this Amendment No. 2 is to correct in the Balance Sheet the
amounts of Total Liabilities and Stockholders` Equity, which amounts were
incorrectly stated in Amendment No. 1.

<PAGE>
                           TOP GROUP HOLDINGS, INC.
                                 Balance Sheets

<TABLE>
<CAPTION>

                                                       March 31, 2003  December 31, 2002

ASSETS

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

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

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

LIABILITIES AND STOCKHOLDERS' EQUITY

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

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

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

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

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

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

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .............   $(31,500)   $0
                                                           ========   =========
</TABLE>

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


                                      F-1
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                                   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 June 26, 2003                  By: /s/ Lu Anli
                                                -----------
                                            Lu Anli
                                            Secretary and Treasurer
                                            (Principal Financial and
                                             Accounting Officer)


Dated: As of June 26, 2003                  By: /s/ Yang Hengming_
                                            -----------------
                                            Yang Hengming
                                            President
                                            (Principal Executive Officer)


                                       5
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I, Lu Anli, certify that:

1.       I have reviewed this quarterly report on Form 10-QSB/A-2 of TOP Group
         Holdings, Inc.;

2.       Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report; and

3.       Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the Registrant as of, and for, the periods presented in
         this quarterly report.

4.       The Registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and
         we have:

              a) designed such disclosure controls and procedures to ensure that
         material information relating to the Registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

              b) evaluated the effectiveness of the Registrant's disclosure
         controls and procedures as of a date within 90 days prior to the filing
         date of this quarterly report (the "Evaluation Date"); and

              c) presented in this quarterly report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

5.       The Registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, to the Registrant's auditors and the
         audit committee of the Registrant's board of directors (or persons
         performing the equivalent function):

              a) all significant deficiencies in the design or operation of
         internal controls which could adversely affect the Registrant's ability
         to record, process, summarize and report financial data and have
         identified for the Registrant's auditors any material weakness in
         internal controls; and

              b) any fraud, whether or not material, that involves management or
         other employees who have a significant role in the Registrant's
         internal controls; and

6.       The Registrant's other certifying officers and I have indicated in this
         quarterly report whether or not there were significant changes in
         internal controls or in other factors that could significantly affect
         internal controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.


     Dated:  June 26, 2003                         By: /s/ Lu Anli
                                                       ---------------------
                                                   Lu Anli
                                                   Secretary and Treasurer
                                                   (Principal Financial and
                                                   Accounting Officer)

                                       6
<PAGE>

I, Yang Hengming, certify that:

1.       I have reviewed this quarterly report on Form 10-QSB/A-2 of TOP Group
         Holdings, Inc.;

2.       Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report; and

3.       Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the Registrant as of, and for, the periods presented in
         this quarterly report.

4.       The Registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and
         we have:

              a) designed such disclosure controls and procedures to ensure that
         material information relating to the Registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

              b) evaluated the effectiveness of the Registrant's disclosure
         controls and procedures as of a date within 90 days prior to the filing
         date of this quarterly report (the "Evaluation Date"); and

              c) presented in this quarterly report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

5.       The Registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, to the Registrant's auditors and the
         audit committee of the Registrant's board of directors (or persons
         performing the equivalent function):

              a) all significant deficiencies in the design or operation of
         internal controls which could adversely affect the Registrant's ability
         to record, process, summarize and report financial data and have
         identified for the Registrant's auditors any material weakness in
         internal controls; and

              b) any fraud, whether or not material, that involves management or
         other employees who have a significant role in the Registrant's
         internal controls; and

6.       The Registrant's other certifying officers and I have indicated in this
         quarterly report whether or not there were significant changes in
         internal controls or in other factors that could significantly affect
         internal controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.

Dated:  June 26, 2003                             By:  /s/ Yang Hengming
                                                       -------------------
                                                  Yang Hengming
                                                  President
                                                  (Principal Executive Officer)


                                       7
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