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

                                AMENDMENT NO. 1
                                       TO
                                   FORM 10-KSB

(Mark one):

[X]      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
         OF 1934.

         For the fiscal year ended December 31, 2003.

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
         ACT OF 1934

                          Commission File No. 000-32341

                            TOP GROUP HOLDINGS, INC.
--------------------------------------------------------------------------------
                 (Name of small business issuer in our charter)

              Delaware                                84-1485082
              --------                                ----------
  (State or other jurisdiction of         (I.R.S. Employer Identification No.)
   incorporation or organization)

          1398 Monterey Pass Road,
            Monterey Park, CA                            91754
   ---------------------------------------             ----------
   (Address of principal executive office)             (Zip Code)

                     Issuer's telephone number (323) 261-1888


Securities registered under Section 12(b) of the Exchange Act:

   Title of each Class                Name of each exchange on which registered

Securities registered under Section 12(g) of the Exchange Act:

                    Common Stock, par value $0.001 per share
--------------------------------------------------------------------------------
                                (Title of Class)


--------------------------------------------------------------------------------
                                (Title of Class)


<PAGE>

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X]; No [ ]

         Check if disclosure of delinquent filers in response to Item 405 of the
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ X ]

         State issuer's revenues for its most recent fiscal year: $0.00

         Aggregate market value of the voting and non-voting common equity stock
held by  non-affiliates  computed by  reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as of
a specified date within the past 60 days: $120,000 as of March 29, 2004.

      Shares of Common Stock outstanding as of December 31, 2003:  5,000,000.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None.

   Transitional Small Business Disclosure Format (check one): Yes [X]; No [ ]


<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                               Page
                                                                                                               ----
PART I
<S>                                                                                                              <C>
      Item 1.   Description of Business...........................................................................1
      Item 2.   Description of Property...........................................................................2
      Item 3.   Legal Proceedings.................................................................................3
      Item 4.   Submission of Matters to a Vote of Security Holders...............................................3

PART II

      Item 5.   Market for Common Equity and Related Stockholder Matters..........................................3
      Item 6.   Management's Discussion and Analysis or Plan of Operation.........................................4
      Item 7.   Financial Statements..............................................................................5
      Item 8.   Disagreements With Accountants on Accounting and Financial Disclosure.............................5
      Item 8A.  Controls and Procedures

PART III

      Item 9.   Directors, Executive Officers, Promoters and Control Persons; Compliance with
                Section 16(a) of the Exchange Act.................................................................6
      Item 10.  Executive Compensation............................................................................7
      Item 11.  Security Ownership of Certain Beneficial Owners and Management....................................7
      Item 12.  Certain Relationships and Related Transactions....................................................8
      Item 13.  Exhibits and Reports on Form 8-K..................................................................8
</TABLE>

<PAGE>

      This Annual Report on Form 10-KSB  contains  statements  which  constitute
forward-looking  statements.  These  statements  appear in a number of places in
this Form 10-KSB and include statements regarding the intent,  belief or current
expectations  of TOP Group  Holdings,  Inc. ( referred  to in this report as the
"Company" ,"we",  "us" and "our" ) with respect to (i) our financing plans, (ii)
trends affecting our financial  condition or results of operations and (iii) the
impact of  competition.  Investors are cautioned  that any such  forward-looking
statements  are not  guarantees  of future  performance  and  involve  risks and
uncertainties,  and that the actual results may differ  materially from those in
the forward-looking  statements as a result of various factors.  The information
contained in this Form 10-KSB,  including,  without limitation,  the information
under  "Risk  Factors,"  "Management's   Discussion  and  Analysis  or  Plan  of
Operations" and  "Description of Business,"  identifies  important  factors that
could cause or contribute to such differences. See "Description of Business-Risk
Factors." All forward looking statements should be read with caution."

PART I

Item 1.  Description of Business

General

         The Company was  incorporated as "Quixit,  Inc." on May 15, 1997, under
the laws of the State of Colorado, as a wholly owned subsidiary of Ximedix, Inc.
Quixit, Inc. was then "spun-off" to the shareholders of record of Ximedix,  Inc.
as of June 30, 1998.

         On January 16, 2003,  we engaged in a change in control (the "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).

         At a special  meeting on March 24, 2003,  our  stockholders  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.

Description of Business

         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"). 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.

Competition

         In the event we pursue the objective of  concentrating  in the computer
software   industry,   there   will  be   significant   competition   from  both
development-stage  and more established companies engaging in the same industry.
Because  our  business  plans  are  preliminary,  however,  we  believe  that an
assessment  of  specific  types  of  competition  is  premature  at  this  time.
Nonetheless,  we will consider our competitive  advantages and  disadvantages in
any business plan we proffer in the future.



                                       1
<PAGE>

Employees

      We presently have no full-time employees.  The Company's officers, as well
as an  employee  of TOP Group New York who serves as an office  assistant,  have
agreed to  allocate a portion of their time to the  activities  of the  Company,
without compensation at this time.

Risk Factors

      All forward-looking statements should be read with caution.  Statements in
this annual report on form 10-KSB under the captions  "Description of Business,"
"Management's  Discussion and Analysis or Plan of Operations,"  and elsewhere in
this  form  10-KSB,  as well as  statements  made in  press  releases  and  oral
statements that may be made by us or by officers,  directors or employees acting
on  our  behalf,  that  are  not  statements  of  historical  fact,   constitute
forward-looking   statements  within  the  meaning  of  the  Private  Securities
Litigation Reform Act of 1995. Such forward-looking statements involve known and
unknown risks,  uncertainties  and other factors,  including  those described in
this form 10-KSB under the caption "Risk  Factors,"  that could cause our actual
results  to be  materially  different  from the  historical  results or from any
future  results  expressed  or implied by such  forward-looking  statements.  In
addition to statements which explicitly  describe such risks and  uncertainties,
readers  are urged to consider  statements  labeled  with the terms  "believes,"
"belief,"  "expects," "plans,"  "anticipates," or "intends," to be uncertain and
forward-looking.  All cautionary  statements  made in this form 10-KSB should be
read as being applicable to all related forward-looking statements wherever they
appear.  Investors  should  consider the  following  risk factors as well as the
risks described elsewhere in this form 10-KSB.

      Minimal Operating History or Revenue and Minimal Assets. In the past three
years,  we have had minimal  operating  history and no revenues or earnings from
operations,  and we have had no significant  assets or financial  resources.  We
will,  in  all  likelihood,   have  to  sustain   operating   expenses   without
corresponding  revenues.  This may  result in net  operating  losses  which will
increase continuously until we achieve profitable business opportunities.  There
is no assurance that we will achieve profitability.

      Speculative  Nature of Company's Proposed  Operations.  The success of the
our  anticipated  plan  of  operation  will  depend  to a  great  extent  on the
operations,  financial  condition and  management of the business.  This must be
considered a speculative venture in all regards.

      Continued  Management  Control;  Limited Time Availability.  At this time,
none of our officers has entered into a written  employment  agreement  with the
Company.  We have not obtained key man life  insurance on any of our officers or
directors.  Loss of the  services of any of these  individuals  would  adversely
affect development of our business and the likelihood of continuing operations.

      Conflicts of Interest - General. Conflicts of interest and non-arms length
transactions  may arise in the future in the event our officers or directors are
involved  in the  management  of any  company  with which we propose to transact
business.

      Lack of  Market  Research  or  Marketing  Organization.  We  have  neither
conducted,  nor have others made  available  to us,  results of market  research
indicating that market demand exists for our contemplated  future  business.  We
have no marketing organization as of date of this report.

Item 2.  Description of Property.

      Since the Change in Control,  we have shared  office  space with TOP Group
New York at 17 Barstow Road,  Suite 301, Great Neck, New York,  11021,  which is
the Company's  present mailing  address.  At this time, we have no agreements to
acquire any properties.

      We believe  that this  office-sharing  arrangement  will meet our needs at
this time.



                                       2
<PAGE>

Item 3.  Legal Proceedings.

      The Company is not a party to any legal  proceedings  at this time, nor do
we believe that any such proceedings are contemplated.

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

      At a special  meeting on March 24,  2003,  our  stockholders  elected Song
Ruhua,  Yang Hengming and Lu Anli to serve as our directors.  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.

PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.

Price Range of Common Stock

      (a)Our  common  stock was  approved  for  trading on the  over-the-counter
market under the symbol  "QXIT" (OTC Bulletin  Board Symbol)  effective in 2002.
The symbol was  changed to  "TOPG.OB"  effective  in 2003.  The table below sets
forth the high and low bid prices of our common stock for the periods indicated.

Year Ended December 31, 2003

                                       High Bid         Low Bid
                                       --------         -------
         1st quarter.......             .60              .10
         2nd quarter.......             .10              .10
         3rd quarter.......             .55              .10
         4th quarter.......             .10              .05

Year Ended December 31, 2002

                                        High Bid        Low Bid
                                        --------        -------

         1st quarter.......              *                *
         2nd quarter.......              *                *
         3rd quarter.......              *                *
         4th quarter.......             .05               0

Year Ended December 31, 2001:

                                        High Bid        Low Bid
         1st quarter
         2nd quarter                    *No Quotes (Not Trading)
         3rd quarter
         4th quarter

      The above  quotations are  inter-dealer  prices,  without retail  mark-up,
mark-down, or commission and may not necessarily represent actual transactions.

      The Company  has not  declared  or paid any cash  dividends  on its common
stock and does not anticipate paying dividends for the foreseeable future.



                                       3
<PAGE>

      (b) As of December 31, 2003, there were approximately 50 holders of record
of our common stock.

      (c) We have  neither  declared  nor paid any cash  dividends on our common
stock,  and we do not anticipate that any such dividend will be declared or paid
in the foreseeable future.

Holders

      There  are  approximately  50  record  holders  of our  common  stock.  An
aggregate of 4,400,000 shares of the issued and outstanding shares of our common
stock are "restricted" securities.

Dividends

      We have  not  paid  any  dividends,  and we have no  plans to do so in the
immediate future.

Item 6.  Management's Discussion and Analysis or Plan of Operation.

      This Annual Report on Form 10-KSB 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
Annual Report on Form 10-KSB,  as well as in conjunction  with the  consolidated
financial  statements and the related notes. The financial  statements have been
prepared in accordance  with US Generally  Accepted  Accounting  Principles,  or
GAAP.

Background

         On January 16, 2003,  we engaged in the Change in Control,  whereby TOP
Group New York purchased  4,400,000 shares of the Company's common stock from H.
Daniel  Boone,  who was then  President  and Chairman of our board of directors.
Because  of the  purchase,  TOP Group  New York now owns 88% of our  outstanding
capital stock.

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

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



                                       4
<PAGE>

         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.

A. PLAN OF OPERATIONS

      We  presently  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 Year Ended December 31, 2003 Compared to the Year
Ended December 31, 2002.

      We had had no  operations or revenues  during the year ended  December 31,
2003 or 2002.  We incurred  expenses of $29,000 in the year ended  December  31,
2002 and expenses of $27,272 in the year ended December 31, 2003. These expenses
are  attributable in part to our  investigation of opportunities in the computer
software  industry.  We had a net loss in the year ended  December  31,  2003 of
$27,272, and net loss of $29,000 in the year ended December 31, 2002.

      The losses incurred in the year ended December 31, 2003 should be expected
to continue until our long-range business plan is adopted and implemented.

B. LIQUIDITY AND CAPITAL RESOURCES

      As of  December  31,  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.

      We have incurred  losses from  operations  for the year ended December 31,
2003,  and such losses are expected to continue.  The Company lost $194,565 from
operations  through  December 31, 2003.  In addition,  the Company has a working
capital  deficit for the year ended  December  31,  2003.  These  losses  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 7.  Financial Statements.

      The Financial  Statements and Notes thereto can be found beginning on page
F-1, "Index to Consolidated  Financial  Statements,"  following Part III of this
Annual Report on Form 10-KSB.

Item  8.  No   Disagreements   With  Accountants  on  Accounting  and  Financial
Disclosure.

      There has been no disagreement  between the management and the accountants
regarding the application of accounting  principles to any specific completed or
contemplated transaction, or as to policies as to accounting.


                                       5
<PAGE>

      The principal  accountants' reports on our financial statements for any of
the past two years  contained no adverse  opinion or disclaimer of opinion,  nor
were they qualified as to uncertainty,  audit scope,  or accounting  principles,
except for the "going concern" qualification.

Item 8A. 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 Annual
Report on Form  10-KSB,  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 Annual Report on Form 10-KSB 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 III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act.

      Set forth  below is  certain  information  concerning  the  directors  and
executive officers of the Company as of the date of filing this report.

Name                           Age      Position
----                           ---      --------
Song Ruhua                      42      Chairman of the Board of Directors

Yang Hengming                   42      President and Director

Lu Anli                         35      Vice President, Secretary and Assistant
                                        Treasurer

Li Dong                         34      Independent Director


      Officers  are  appointed  by and serve at the  discretion  of our board of
directors.  Each  director  holds  office  until  the  next  annual  meeting  of
shareholders  or until a successor has been duly elected and qualified.  Each of
our  officers  and  directors  devotes  only  such time as is  available  to the
business of the Company.  There are no family  relationships  between any of our
directors or executive officers.

BIOGRAPHICAL INFORMATION

SONG RUHUA,  age 42, serves as Chairman of the Board of the Company.  He is also
the Chairman of TOP Group, a Chinese conglomerate engaged in high tech software,
hardware,  education and related business.  After graduating from the University
of  Electronic  Science and  Technology  of China in 1983,  Mr. Song  accepted a
position  teaching physics there, and published more than one hundred papers. In


                                       6
<PAGE>

February of 1992, Mr. Song and two other teachers established TOP Group, and, in
ten years,  have taken it from a small  private  company  with fewer than twenty
employees to a large-scale  hi-tech  enterprise.  Mr. Song has received his many
honors,  including  being named one of the "Ten Men of the Moment" in China's IT
industry  and one of the  "Most  Prominent  Young  People  in  China's  Software
Industry" in 2000, and one of China's 100 Richest  Business  People by Forbes in
2000, 2001, and 2002.

YANG  HENGMING,  age 42,  serves  as  President  and a  member  of the  Board of
Directors  of TOP Group New York.  Mr. Yang joined the  China-based  company TOP
Group in 2000, where he serves as Vice President of TOP  International  Division
and is responsible for TOP Group's U.S. operations.  Prior to joining TOP Group,
Mr. Yang served as Chief Executive  Officer of  Chaopiao.com  from 1999 to 2000.
From 1997 through 1999, Mr. Yang served as Vice President of CCL, Inc.

LU ANLI, age 35, serves as Vice President,  Secretary and Assistant Treasurer of
the Company.  He joined TOP Group in 1993 and serves as Chief Executive  Officer
of TOP Finances and President of TOP International Division. Mr. Lu received his
B.S. and M.S. degrees in telecommunications.

LI  DONG,  age  34,  a  Chinese   national  and  holds  a  Master's   degree  in
telecommunications   and  electronics  from  China  Electronics  and  Technology
University.  He also serves as Engineer and Senior Architect of Software Systems
at China Electronics and Technology University, School of Telecommunications.

Compliance with Section 16(a) of the Exchange Act.

      All of our officers and  directors,  and all persons who own more than ten
percent of a registered class of our equity  securities,  have filed the reports
of ownership  and changes in ownership  with the SEC as required  under  Section
16(a) of the Exchange Act.

Conflicts of Interest.

      Members of our management are associated with other companies  involved in
a range of  business  activities.  Consequently,  there are  potential  inherent
conflicts of interest in their acting as officers and  directors of the Company.
There can be no assurance that management will resolve all conflicts of interest
in favor of the Company.

Item 10. Executive Compensation.

      None of our officers or directors  presently receives any compensation for
any of the services  they render to the  Company,  nor have they  received  such
compensation in the past. They all have agreed to act without compensation until
authorized by our board of directors.  As of the date of filing this report,  we
have no funds  available  to pay  officers or  directors.  Further,  none of the
officers or  directors is accruing any  compensation  pursuant to any  agreement
with the Company.

      No retirement, pension, profit sharing, stock option or insurance programs
or other  similar  programs  have been adopted by the Company for the benefit of
its employees.

Item 11. Security Ownership of Certain Beneficial Owners and Management.

      The following table sets forth certain  information  regarding  beneficial
ownership  of the  Company's  common  stock as of December 31, 2003 by: (i) each
person  who is known by the  Company  to own  beneficially  more  than 5% of the
Company's  outstanding  common  stock;  (ii)  each  of the  Company's  executive
officers and  directors;  and (iii) all  executive  officers and  directors as a
group.

Name and Address                                Shares Beneficially Owned
of Beneficial Owner                           Number                  Percent
-------------------                           ------                  -------

TOP Group New York*                          4,400,000                   88%

All directors and executive                  4,400,000                   88%
officers as a group (1 person)*



                                       7
<PAGE>


* The shares of capital stock of TOP Group Corporation,  a New York corporation,
are owned 95% by Song Ruhua  (nominated  to be a director  and  Chairman  of the
Board of the Company) and 5% by Yang  Hengming (a director,  President and Chief
Executive Office of the Company).

Each principal  shareholder has sole investment power and sole voting power over
the shares.

Item 12. Certain Relationships and Related Transactions.

      There were no related party transactions during year 2003.

Item 13. 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)

99.1           Certification  of  Principal   Executive  Officer  and  Principal
               Financial Officer pursuant to 18 U.S.C.  Section 1350, as adopted
               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b)      Reports on Form 8-K

      During the year ended  December 31, 2003,  we filed reports on Form 8-K on
the following dates:

           (1)  January 16, 2003 - Change of control  (item 1);  resignation  of
      director and appointment of new director (item 9).

           (2)  March 28,  2003 -  Election  of  directors;  reincorporation  in
      Delaware;  amendment  to articles  of  incorporation  to prohibit  certain
      reverse stock split transactions;  name change; appointment of independent
      director (all item 5).



                                       8
<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: January 4, 2005               By: /s/ Lu Anli
                                         ------------------------------------
                                         Lu Anli
                                         Secretary and Treasurer
                                         (Principal Financial and Accounting
                                         Officer)


Dated: January 4, 2005               By: /s/ Yang Hengming
                                         ------------------------------------
                                         Yang Hengming
                                         President
                                         (Principal Executive Officer)


<PAGE>

                           Michael Johnson & Co., LLC

                          Certified Public Accountants

                        9175 East Kenyon Ave., Suite 160
                             Denver, Colorado 80237

Michael B. Johnson C.P.A.                              Telephone: (303) 796-0098
Member: A.I.C.P.A.                                           Fax: (303) 796-0137
Colorado Society of C.P.A.s


                          INDEPENDENT AUDITOR'S REPORT


Board of Directors
Top Group Holdings, Inc.
Great Neck, NY  11021


We have audited the accompanying balance sheets of Top Group Holdings, Inc., as
of December 31, 2003, and the related statements of operations, stockholders'
equity, and cash flows for the year then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States and standards of the PCAOB. Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Top Group Holdings, Inc., as of
December 31, 2003, and the results of their operations and their cash flows for
the year then ended, in conformity with accounting principles generally accepted
in the United States.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As described in Note 3 to the
financial statements, conditions exist which raise substantial doubt about the
Company's ability to continue as a going concern unless it is able to generate
sufficient cash flows to meet its obligations and sustain its operation. The
Company lost $192,065 from operations through December 31, 2003. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.



Denver, Colorado
January 3, 2005


                                      F-1
<PAGE>

<TABLE>
<CAPTION>
                            TOP GROUP HOLDINGS, INC.
                                 Balance Sheets
                                  December 31,

                                                                  2003          2002
                                                               ---------     ---------

ASSETS;
<S>                                                            <C>           <C>
   Current Assets:
      Cash                                                     $      --     $      --
                                                               ---------     ---------

Total Current Assets                                                  --            --
                                                               ---------     ---------

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

LIABILITIES AND STOCKHOLDERS' EQUITY
    Current Liabilities
         Accounts payable and accrued expenses                 $      --     $  29,000
         Advances from stockholders                               56,272         2,500
                                                               ---------     ---------

Total Current Liabilities                                         56,272        31,500
                                                               ---------     ---------

 Stockholders Equity
    Common stock, $.01 par value, 5,000,000 shares                50,000        50,000
        authorized, 5,000,000 shares issued and outstanding
    Additional Paid-In Capital                                    85,793        85,793
    Accumulated Deficit                                         (192,065)     (167,293)
                                                               ---------     ---------

Total Stockholders' Equity                                       (56,272)      (31,500)
                                                               ---------     ---------

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

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


                                      F-2
<PAGE>

                            TOP GROUP HOLDINGS, INC.
                            Statements of Operations
                         For the Year Ended December 31,


                                                 2003            2002
                                             -----------     -----------

Revenue:
    Sales                                    $        --     $        --
                                             -----------     -----------

Total Income                                          --              --
                                             -----------     -----------

Costs and Expenses:
     Legal & Accounting                           21,793          29,000
     SEC filing expense                            2,919              --
     State Franchise tax                              60              --
                                             -----------     -----------

Total Expenses                                    24,772          29,000
                                             -----------     -----------

Net Loss From Operations                     $   (24,772)    $   (29,000)
                                             -----------     -----------

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

Net Loss per common share                         *               *
                                             ===========     ===========

* Less than $.01

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


                                      F-3
<PAGE>

<TABLE>
<CAPTION>
                            TOP GROUP HOLDINGS, INC.
                              Stockholders' Equity
                                December 31, 2003


                                        COMMON STOCKS
                                  -------------------------     Additional                        Total
                                                                  Paid-In        Accumulated   Stockholders'
                                  # of Shares      Amount         Capital          Deficit        Equity
                                  -----------    ----------     ------------   --------------  -------------
<S>                               <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 Year                        --             --             --        (24,772)         (24,772)
                                  ---------      ---------      ---------      ---------        ---------

Balance -  December 31, 2003      5,000,000      $  50,000      $  85,793      $(192,065)       $ (56,272)
                                  =========      =========      =========      =========        =========
</TABLE>

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


                                      F-4
<PAGE>

<TABLE>
<CAPTION>
                            TOP GROUP HOLDINGS, INC.
                            Statements of Cash Flow
                        For the Year Ended December 31,


                                Indirect Method


                                                                 2003             2002
                                                               --------         --------
<S>                                                            <C>              <C>
Cash Flows from Operating Activities:

     Net Loss                                                  $(24,772)        $(29,000)
     Adjustments to reconcile net loss to net cash used
        by operating activities
     Increase (Decrease) in current liabilities                 (29,000)          29,000
                                                               --------         --------

Net Cash Used by Operating Activities                           (53,772)              --
                                                               --------         --------

Cash Flows from Investing Activities:

     Proceeds from Stockholders                                  53,772               --
                                                               --------         --------

Net Cash from Investing Activities                               53,772               --
                                                               --------         --------

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                                $     60         $     --
                                                               ========         ========
</TABLE>

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


                                      F-5
<PAGE>

                            TOP GROUP HOLDINGS, INC.
                          Notes to Financial Statements
                                December 31, 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% if 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. All cash was
transferred to MedShield Corp. in March 1999.

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-6
<PAGE>

                            TOP GROUP HOLDINGS, INC.
                          Notes to Financial Statements
                                December 31, 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                      $ 192,065
         Valuation allowance                                    (192,065)
                                                               ----------
         Net deferred tax assets                               $       0
                                                               ==========

At December 31, 2003, the Company had net operating loss carryforwards of
approximately $192,065 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 2003, and as of
December 2003 current liabilities exceed current assets by $56,272. The
Company's ability to continue as a going concern is dependent upon its ability
to develop additional sources of capital and ultimately to achieve profitable
operations. The accompanying financial statements do not include any adjustments
that might result from the outcome of these uncertainties. Management is seeking
new capital to revitalize the Company.

Note 4 - Capital Stock Transactions:

On March 25, 1999, the Company's Board of Directors approved an amendment to the
Articles of Incorporation of the Company, designating a par value of $.01 per
common share and 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 stocks were issued 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-7
<PAGE>

                            TOP GROUP HOLDINGS, INC.
                          Notes to Financial Statements
                                December 31, 2003



Note 5 - Segment Information

TOP Group Holdings, Inc. operates primarily in a single operating segment, the
investigation of computer software opportunities.


                                      F-8