<PAGE>

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

                                   FORM 10-QSB

                                   (Mark One)

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

                  For the quarterly period ended June 30, 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)

The number of shares outstanding of our Common Stock, $0.001 par value per
share, as of August 18, 2003, 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



<TABLE>
<CAPTION>

                                                                                                                 PAGE

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

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

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

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

PART II.      Other Information

Item 6.       Exhibits and Reports on Form 8-K ....................................................................4

SIGNATURES          ...............................................................................................6

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



<PAGE>

PART I.           FINANCIAL INFORMATION

ITEM 1.           FINANCIAL STATEMENTS


                            TOP GROUP HOLDINGS, INC.

                                   FORM 10-QSB

                                 JUNE 30, 2003

                          INDEX OF FINANCIAL STATEMENTS


                                                                    Pages

Balance Sheets                                                       F-1

Statements of Operations                                             F-2

Statements of Changes in Stockholders' Equity                        F-3

Statements of Cash Flows                                             F-4

Notes to Financial Statements                                      F-5-F-7


<PAGE>



                            TOP GROUP HOLDINGS, INC.
                                 Balance Sheets
                                  (Unaudited)

<TABLE>
<CAPTION>

                                                       June 30, 2003  December 31, 2002

ASSETS

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

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

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

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
     Accrued expenses..................................    $      -   $  29,000
     Advances from shareholders ........................   $ 51,500   $   2,500
                                                           --------   ---------

Total Current Liabilities ..............................   $ 51,500   $  31,500
                                                           --------   ---------

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

Additional Paid-In Capital .............................    130,793      85,793

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

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

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

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


                                      F-1
<PAGE>


                            TOP GROUP HOLDINGS, INC.
                            Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                           Three-Months Ended
                                                                June 30,
                                                       2003              2002
                                                       ----              ----

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

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

Costs and Expenses:

Legal & Administrative ....................        $         -         $       -
                                                   -----------         ---------

Total Expenses ............................        $         -         $       -
                                                   -----------         ---------

Net Loss From Operations ..................        $         -         $       -
                                                   -----------         ---------

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

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

</TABLE>
* Less than $.01

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

                                      F-2
<PAGE>



                            TOP GROUP HOLDINGS, INC.
                              Stockholder's Equity
                                 June 30, 2003

<TABLE>
<CAPTION>

                                COMMON STOCKS         Additional                  Total
                                                        Paid-In    Accumulated Stockholders'
                             # of Shares    Amount      Capital      Deficit     Equity

<S>                             <C>        <C>         <C>         <C>            <C>
December 31, 1997 ..........       1,000   $      10   $  54,578   $       -    $  54,588

Net Loss for Period ........           -           -           -     (16,771)     (16,771)
                               ---------   ---------   ---------   ---------    ---------

Balance - December 31, 1997        1,000          10      54,578     (16,771)      37,817
                               ---------   ---------   ---------   ---------    ---------

Issuance of stock for cash .   4,999,000      49,990      31,215           -       81,205

Net Loss for Year ..........           -           -           -     (49,399)     (49,399)
                               ---------   ---------   ---------   ---------    ---------

Balance -  December 31, 1998   5,000,000      50,000      85,793     (66,170)      69,623
           -----------------   ---------   ---------   ---------   ---------    ---------

Net Loss for Year ..........           -           -           -     (69,623)     (69,623)
                               ---------   ---------   ---------   ---------    ---------

Balance -  December 31, 1999   5,000,000      50,000      85,793    (135,793)           -
           -----------------   ---------   ---------   ---------   ---------    ---------

Net Loss for Year ..........           -           -           -      (2,500)      (2,500)
                               ---------   ---------   ---------   ---------    ---------

Balance -  December 31, 2000   5,000,000      50,000      85,793    (138,293)      (2,500)
           -----------------   ---------   ---------   ---------   ---------    ---------

Net Loss for Year ..........           -           -           -           -            -
                               ---------   ---------   ---------   ---------    ---------

Balance -  December 31, 2001   5,000,000      50,000      85,793    (138,293)      (2,500)
           -----------------   ---------   ---------   ---------   ---------    ---------

Net Loss for Year ..........           -           -           -     (29,000)     (29,000)
                               ---------   ---------   ---------   ---------    ---------

Balance -  December 31, 2002   5,000,000   $  50,000   $  85,793   $(167,293)   $ (31,500)
           -----------------   ---------   ---------   ---------   ---------    ---------

Net Loss for Period ........           -           -           -     (20,000)     (20,000)
                               ---------   ---------   ---------   ---------    ---------

Balance -  June30, 2003 ..    5,000,000    $  5,000   $  130,793   $(187,293)   $ (51,500)
           =================   =========   =========   =========   =========    =========
</TABLE>

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

                                      F-3
<PAGE>


                            TOP GROUP HOLDINGS, INC.
                             Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                Indirect Method

                                                      Three-Months Ended
                                                            June 30,
                                                        2003       2002
                                                        ----       ----

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

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

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

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

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

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

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

Cash paid for Income Taxes .......................   $       -    $     -
                                                     =========    =======
</TABLE>

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

                                      F-4
<PAGE>


                            TOP GROUP HOLDINGS, INC.
                          Notes to Financial Statements
                                 June 30, 2003


Note 1 - Organization and Summary of Significant Accounting Policies:
---------------------------------------------------------------------

Organization:

The  Company  was  incorporated  on May 15, 1997, under the laws of the state of
Colorado.  On  January  16,  2003, TOP Group Corporation, a New York corporation
("TOP  Group  New  York"),  purchased  4,400,000  shares of the Company's common
stock,  which  represents  88%  of  the  Company's  outstanding  capital  stock.
Immediately  prior  to  the  change  in  control,  the  Company's purpose was to
investigate  opportunities  to  be  acquired  by  a  company  that desired to be
registered  under  the  Securities  Exchange  Act of 1934, as amended. Since the
change  in  control,  the  Company has begun to investigate opportunities in the
computer  software  industry. Essentially all expenditures and expenses incurred
in  the first 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, 2003

Note 2 - Federal Income Taxes:

The Company has made no provision for income taxes because there have been no
operations to date causing income for financial statements or tax purposes.

The Financial Accounting Standards Board (FASB) has issued Statement of
Financial Accounting Standards Number 109 ("SFAS 109"). "Accounting for Income
Taxes", which requires a change from the deferred method to the asset and
liability method of accounting for income taxes. Under the asset and liability
method, deferred income taxes are recognized for the tax consequences of
"temporary differences" by applying enacted statutory tax rates applicable to
future years to differences between the financial statement carrying amounts and
the tax basis of existing assets and liabilities.

Deferred tax assets
           Net operating loss carryforwards                        $  50,188
           Valuation allowance                                       (50,188)
           -------------------                                     ---------

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

At June 30, 2003, the Company had net operating loss carryforwards of
approximately $187,293 for federal income tax purposes. These carryforwards if
not utilized to offset taxable income will begin to expire in 2010.

Note 3 - Going Concern

The Company's financial statements have been prepared on the basis that it is a
going concern, which contemplated the realization of assets and the satisfaction
of liabilities in the normal course of business.

The Company has not earned any revenue from operations in 2002 or 2003, and, as
of June 30, 2003 current liabilities exceed current assets by $51,000. The
Company's ability to continue as a going concern is dependent upon its ability
to develop additional sources of capital and ultimately to achieve profitable
operations. The accompanying financial statements do not include any adjustments
that might result from the outcome of these uncertainties. Management is seeking
new capital to revitalize the Company.

Note 4 - Capital Stock Transactions:

On March 25, 1999, the Company's Board of Directors approved an amendment to the
Articles of Incorporation of the Company, declaring a 1 to 10 reverse stock
split of outstanding common stock at March 25, 1999. In 2001, the Board of
Directors declared a 5 to 1 forward stock split. No shares of common stock were
issued in 2002 or to date in 2003.

All shares and per share amounts in the accompanying financial statements of the
Company and notes thereto have been retroactively adjusted to reflect the stock
splits.

                                      F-6
<PAGE>


                            TOP GROUP HOLDINGS, INC.
                          Notes to Financial Statements
                                 June 30, 2003

Note 5 - Segment Information

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


                                      F-7
<PAGE>


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

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

         This Quarterly Report on Form 10-QSB contains statements that may
constitute "forward-looking statements" within the meaning, and made pursuant to
the  Safe  Harbor provisions, of the Private Securities Litigation Reform Act of
1995.  Such  statements  are  based on management's current expectations and are
subject  to  a number of risks and uncertainties, including, but not limited to,
the difficulty inherent in operating an early-stage company in a new and rapidly
evolving  market,  market  and  economic  conditions,  the impact of competitive
products,  product  demand  and market acceptance risks, changes in product mix,
costs  and  availability  of  raw  materials, fluctuations in operating results,
delays  in  development of highly complex products, risk of customer contract or
sales  order  cancellations  and  other  risks detailed from time to time in our
filings  with  the  Securities  and  Exchange  Commission.  These  risks  and
uncertainties  could  cause  our  actual results to differ materially from those
described  in  the  forward-looking  statements.  Any  forward-looking statement
represents  our  expectations  or  forecasts only as of the date it was made and
should  not  be  relied upon as representing its expectations or forecasts as of
any  subsequent  date.  Except as required by law, we undertake no obligation to
correct  or  update  any  forward-looking  statement, whether as a result of new
information,  future  events or otherwise, even if our expectations or forecasts
change.

         The following discussion and analysis should be read in conjunction
with the financial statements, related notes and other information included in
this Quarterly Report on Form 10-QSB, as well as in conjunction with the
consolidated financial statements and the related notes. The financial
statements have been prepared in accordance with US Generally Accepted
Accounting Principles, or GAAP.

BACKGROUND

            On January 16, 2003, we engaged in a change in control, in which TOP
Group Corporation, a New York corporation ("TOP Group New York"), purchased
4,400,000 shares of the Company's common stock from H. Daniel Boone, who was
then President and Chairman of our board of directors. Because of the purchase,
TOP Group New York now owns 88% of our outstanding capital stock.

            Ninety-five percent of the capital stock of TOP Group New York is
held by Song Ruhua. Mr. Song is the founder and Chairman of TOP Group ("TOP
Group China"), a privately owned, China-based hi-tech conglomerate specializing
in computer software, computer hardware, LED display systems, network
technology, applied electronics, communications technology and IT education. TOP
Group presently owns three publicly traded companies: Sichuan TOP Software Co.
Ltd. (TOP Software), listed on the Shenzhen Stock Exchange ("SZSE") (stock code
000583); Jiangsu Chinese.com Co. Ltd. (Chinese.com), listed on the SZSE (stock
code 0008051); and Chengdu TOP Sci-tech Co. Ltd. (TOP Sci-Tech), listed on the
Growth Enterprise Market of the Hong Kong Stock Exchange ("HKSE") (stock code
8135).

            Prior to the change in control, our purpose was to investigate
opportunities to be acquired by a company that desired to be registered under
the Securities Exchange Act of 1934, as amended. Since the change in control, we
have no longer pursued this objective. Rather, we anticipate that we will
operate as a development stage company concentrating in the computer software
industry. However, there can be no assurances at this time that our anticipated
future objectives will be pursued or achieved.

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

                                       2
<PAGE>

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

            At the special meeting, our stockholders also approved a change in
our state of incorporation from Colorado to Delaware. Later in March, our
stockholders approved a change in our name from Quixit, Inc. to TOP Group
Holdings, Inc.

A. PLAN OF OPERATIONS

         We presently 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 Three Months Ended June 30, 2003 Compared to the
-------------------------------------------------------------------------------
Three Months Ended June 30, 2002.
-------------------------------------

         We had had no operations or revenues for the quarter in 2003 or 2002.
We incurred no expenses in the quarter in 2003 or 2002 and had no profit/loss
per share in the period in either quarter.  The net operating profit/loss in the
quarter in 2003 was none as compared to none in 2002.

B. LIQUIDITY AND CAPITAL RESOURCES

         As of June 30, 2003, we had no operating capital and rely upon advances
or  loans from shareholders to pay our expenses. We have no commitments from any
person  for  advances  or  loans.  The lack of liquidity or liquid assets raises
substantial doubt about our ability to continue as a going concern unless we are
able  to  generate  sufficient  cash  flows  to meet our obligations and sustain
operations.  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-15(e) and 15d-15(e)) as of the end of the period covered by this
Quarterly 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 changes in our internal
control over financial reporting, identified in connection with the evaluation
of such internal control that occurred during our last fiscal quarter, that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

PART II. OTHER INFORMATION

                                       3


<PAGE>

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

The following exhibits are being filed with this Report:

Exhibit Number      Description
--------------      -----------

31.1              Certification Pursuant to Section 302 of the Sarbanes-Oxley
                  Act of 2002

31.2              Certification Pursuant to Section 302 of the Sarbanes-Oxley
                  Act of 2002

32.1              Certification Pursuant to Section 906 of the Sarbanes-Oxley
                  Act of 2002.


(b)     Reports on Form 8-K

None

                                       4
<PAGE>



                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                            TOP GROUP HOLDINGS, INC.

Dated: As of August 19, 2003                By: /s/ Lu Anli
                                                --------------
                                             Lu Anli
                                             Secretary and Treasurer
                                             (Principal Financial and
                                             Accounting Officer)


Dated: As of August 19, 2003                By: /s/ Yang Hengming
                                            -----------------
                                            Yang Hengming
                                            President
                                            (Principal Executive Officer)


                                       5

<PAGE>