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

                                   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, 2004.

   [ ] 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)

        TOP Group Holdings, Inc.

      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: $500,000 as of March 10, 2005.

Shares of Common Stock outstanding as of December 31, 2004: 5,000,000.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None.

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

<PAGE>

                                                         TABLE OF CONTENTS




                                                                            Page
                                                                            ----
PART I
      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.   Changes In and 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

<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 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. Starting in 2004, Mr. Song has been
relinquishing his responsibilities as the Chairman of the Board of TOP Group
China, and now is no longer involved with its day-to-day operations. Further,
Chengdu TOP Sci-tech Co. Ltd.(stock code 8135), owned indirectly by TOP Group
China , was de-listed from the Growth Enterprise Market of the Hong Kong Stock
Exchange in the second quarter of 2004.

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 in an industry to be determined by
the Board. 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 a specific industry,
there will be significant competition from both development-stage and more
established companies. 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 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.

From the Change in Control until the third quarter of 2004, we had shared office
space with TOP Group New York at 17 Barstow Road, Suite 301, Great Neck, New
York, 11021. In the third quarter of 2004, TOP Group New York moved its office
to 1398 Monterey Pass Road, Monterey Park, California, 91754, which is now also
our mailing address. At this time, we have no agreements to acquire any
properties.

We believe that this office-sharing arrangement with TOP Group New York 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.

      On January 21, 2005, by written consent, our stockholders elected Song
Ruhua, Fang Ye and Zhou Tao to serve as our directors, who then proceeded to
elect Song Ruhua as President and Principal Executive Officer, Zhou Zongzheng as
Treasurer and Principal Financial & Accounting Officer, and Wu Hai as Secretary.
At that time, the stockholders also adopted and approved a restatement to the
Company's Certificate of Incorporation to, among other things, reflect prior
amendments and re-appointed the Company's independent public accountant.

                                     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, 2004

                                        High Bid        Low Bid
                                        --------        -------
         1st quarter.......              .65             .10
         2nd quarter.......              .10             .10
         3rd quarter.......              .15             .10
         4th quarter.......              .10             .10

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

* No Quotes (Not trading)


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


                                       3
<PAGE>

The Company has not declared or paid any cash dividends on its common stock and
does not anticipate paying dividends for the foreseeable future. (b) As of
December 31, 2004, there were approximately 60 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 60 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 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. Starting in 2004, Mr. Song has been
relinquishing his responsibilities as the Chairman of the Board of TOP Group
China, and now is no longer involved with its day-to-day operations. Further,
Chengdu TOP Sci-tech Co. Ltd.(stock code 8135), owned indirectly by TOP Group
China, was de-listed from the Growth Enterprise Market of the Hong Kong Stock
Exchange in the second quarter of 2004.

Prior to the Change in Control, our purpose was to investigate opportunities to
be acquired by a company that desired to be registered under the 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 in an industry to be determined by
the Board. However, there can be no assurances at this time that our anticipated
future objectives will be pursued or achieved.

At the special meeting in March of 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.

On January 21, 2005, by written consent, our stockholders elected Song Ruhua,
Fang Ye and Zhou Tao to serve as our directors, who then proceeded to elect Song
Ruhua as President and Principal Executive Officer, Zhou Zongzheng as Treasurer
and Principal Financial & Accounting Officer, and Wu Hai as Secretary.


                                       4
<PAGE>

A. PLAN OF OPERATIONS

We presently anticipate that we will operate as a development stage company in
an industry to be determined by the Board. 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, 2004 Compared to the Year
Ended December 31, 2003.

We had had no operations or revenues during the year ended December 31, 2004 or
2003. We incurred expenses of $27,272 in the year ended December 31, 2003 and
expenses of $26,516 in the year ended December 31, 2004. These expenses are
mainly professional fees associated with the filing requirements with SEC and
Delaware State. We had a net loss in the year ended December 31, 2004 of $26,516
and net loss of $27,272 in the year ended December 31, 2003.

The losses incurred in the year ended December 31, 2004 should be expected to
continue until our long-range business plan is adopted and implemented.

B. LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2004, 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, 2004,
and such losses are expected to continue. The Company lost $ 218,581 from
operations through December 31, 2004. In addition, the Company has a working
capital deficit for the year ended December 31, 2004. These losses raise
substantial doubt about our ability to continue as a going concern. Our plans
include seeking additional capital and/or debt financing. There is no guarantee
that additional capital and/or debt financing will be available when and to the
extent required, or that if available, it will be on terms acceptable to us. Our
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

Item 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. Disagreements With Accountants on Accounting and Financial Disclosure.

Prior to the Change in control, the Company had engaged Michael Johnson & Co.,
Denver, Colorado, as its principal independent accountant to audit the Company's
financial statements. After the Change in Control, we switched to Joseph Mao,
CPA, of Flushing, NY to audit the Company's 2003 financial statements. When we
discovered the new requirements of the Public Company Accounting Oversight Board
(the "PCAOB"), we immediately went back to Michael Johnson & Co. for a new
auditor's report for our 2003 financial statements. There has been no
disagreement between the accountant and the Company regarding the application of
accounting principles to any specific completed or contemplated transaction, or
as to accounting policies.

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.


                                       5
<PAGE>

                                    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 Ru-Hua          43      Chairman of the Board of Directors,
                             President and Principal Executive
                             Officer

Zhou Zong-Zheng      60      Treasurer and  Principal Financial &
                             Accounting Officer

Wu Hai               27      Secretary

Fang Ye              46      Independent Director

Zhou Tao             33      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 RU-HUA, age 43, serves as Chairman of the Board of the Company. He is also
the founder 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
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.

FANG YE, age 46, serves as an independent member of the Board of Directors.
Since 2000, Mr. Fang has been Vice President of Healthcare Industrial Corp. in
Chengdu, China. From 1983 to 2000, he was Deputy Director of Nanjing Fiberglass
Research & Design Institute in Nanjing, China. Mr. Fang received his Bachelor of
Science in 1983 from Jilin University in China.

ZHOU TAO, age 33, serves as an independent member of the Board of Directors.
Since 2001, Mr. Zhou has served as an Assistant President of Healthcare
Industrial Corp in Chengdu, China. From 1983 to 2000, he served as Senior Vice
President of TOP Group's operations in Chengdu. Mr. Zhou received a Bachelor of
Engineering in 1993 from the University of Electronic Science & Technology of
China.

ZHOU ZONG-ZHENG, age 60, serves as Treasurer and Principal Financial &
Accounting Officer. Mr. Zhou has served as a Manager of Sooyoo Inc., a Los
Angeles-based China import company, since 2003. From 1996 to 2003, he was a
Manager of Xihu Trading Inc. of California. Mr. Zhou received a Bachelor of
Engineering in 1968 from Beijing University in China.

WU HAI, age 27, serves as Secretary. Mr. Wu is presently studying for an MBA
degree at the University of Southern California. In 2003, he was a consultant in
Beijing, China for IBM Corp., and from 2000 to 2003, he was a consultant in
Beijing for Unisys Corp. Mr. Wu received a Bachelor of Engineering in 2000 from
Shanghai Jiao-Tong University in China.


                                       6
<PAGE>

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 Ru-hua (Chairman of the Board and President 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 2004.

Item 13. Exhibits and Reports on Form 8-K.



(a)   Exhibits

Exhibit
Number      Description

3.1         Amended and Restated Certificate of Incorporation of the Company
            (incorporated by reference to the information statement on Schedule
            14C filed with the Commission on March 15, 2005).

3.2         By-Laws of the Company (incorporated by reference to the Company's
            proxy statement on Schedule 14A filed with the Commission on March
            5, 2003).

32.1        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, 2004, we filed no reports on Form 8-K.
On January 24, 2005, we filed a report on Form 8-K to disclose changes in
directors and principal officers. Please refer to Item 4 of Part I, "Submission
of Matters to a vote of Security of Holders".


                                       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: As of March 15, 2005          By: /s/ Zhou Zong-Zheng
                                         ------------------------------------
                                          Zhou Zong-Zheng
                                          Treasurer
                                          (Principal Financial and Accounting
                                          Officer)


Dated: As of March 15, 2005          By: /s/ Song Ru-Hua
                                         ------------------------------------
                                         Song Ru-Hua
                                         President
                                        (Principal Executive Officer)

<PAGE>

                            TOP GROUP HOLDINGS, INC.

                              FINANCIAL STATEMENTS

                           December 31, 2004 and 2003

<PAGE>

                          INDEPENDENT AUDITOR'S REPORT


Board of Directors
Top Group Holdings, Inc.
Monterey Park, CA  91754


We have audited the accompanying balance sheets of Top Group Holdings, Inc., as
of December 31, 2004, and the related statements of operations, stockholders'
equity, and cash flows for December 31, 2004 and 2003. 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 standards of the Public Company
Accounting Oversight Board (United States)" as outlined in PCAOB Auditing
Standard No. 1. 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, 2004 and 2003, and the results of their operations and their cash
flows for the years 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 $218,581 from operations through December 31, 2004. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.



Denver, Colorado
February 22, 2005

                                      F-1
<PAGE>

                            TOP GROUP HOLDINGS, INC.
                                 Balance Sheets
                                  December 31,


<TABLE>
<CAPTION>
                                                          2004                2003
                                                     ------------         -----------
<S>                                                  <C>                  <C>
ASSETS;

  Current Assets:
    Cash                                             $        --          $       --
                                                     ------------         -----------

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

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

LIABILITIES AND STOCKHOLDERS' EQUITY
  Current Liabilities
    Accounts payable and accrued expenses            $     2,260          $       --
    Advances from stockholders                            80,528              56,272
                                                     ------------         -----------

Total Current Liabilities                                 82,788              56,272
                                                     ------------         -----------

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                                   (218,581)           (192,065)
                                                     ------------         -----------

Total Stockholders' Equity                               (82,788)            (56,272)
                                                     ------------         -----------

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,


<TABLE>
<CAPTION>

                                                   2004              2003
                                               -----------       ------------
<S>                                            <C>               <C>
Revenue:
    Sales                                      $       --        $        --
                                               -----------       ------------

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

Costs and Expenses:
     Legal & Accounting                            25,000             21,793
     SEC filing expense                             1,256              2,919
     Transfer Agent Fees                              200                 --
     State Franchise tax                               60                 60
                                               -----------       ------------

Total Expenses                                     26,516             24,772
                                               -----------       ------------

Net Loss From Operations                       $  (26,516)         $ (24,772)
                                               -----------       ------------

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-3
<PAGE>

                            TOP GROUP HOLDINGS, INC.
                              Stockholders' Equity
                               December 31, 2004


<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 Year                              --              --                --         (24,772)             (24,772)
                                      -----------      ----------      ------------      ----------           ----------

Balance -  December 31, 2003            5,000,000          50,000            85,793        (192,065)             (56,272)
                                      -----------      ----------      ------------      ----------           ----------

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

Balance -  December 31, 2004            5,000,000       $  50,000         $  85,793      $ (218,581)          $  (82,788)
                                      ===========      ==========      ============      ==========           ==========
</TABLE>


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

                                       F-4
<PAGE>

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

                                Indirect Method


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

     Net Loss                                                       $    (26,516)          $    (24,772)
     Adjustments to reconcile net loss to net cash used
        by operating activities
     Increase (Decrease) in current liabilities                            2,260                (29,000)
                                                                    -------------          -------------

Net Cash Used by Operating Activities                                    (24,256)               (53,772)
                                                                    -------------          -------------

Cash Flows from Investing Activities:

     Proceeds from Stockholders                                           24,256                 53,772
                                                                    -------------          -------------

Net Cash from Investing Activities                                        24,256                 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           $         60
                                                                    =============          =============
</TABLE>


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

                                       F-5
<PAGE>

                            TOP GROUP HOLDINGS, INC.
                          Notes to Financial Statements
                                December 31, 2004


Note 1 - Organization and Summary of Significant Accounting Policies:

Organization:

The Company was incorporated on May 15, 1997, under the laws of the state of
Colorado. On January 16, 2003, TOP Group Corporation, a New York corporation
("TOP Group New York"), purchased 4,400,000 shares of the Company's common
stock, which represents 88% 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.

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, 2004



Note 2 - Federal Income Taxes:

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

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                    $  218,581
         Valuation allowance                                   (218,581)
                                                             ----------
         Net deferred tax assets                             $        0
                                                             ==========

At December 31, 2004, the Company had net operating loss carryforwards of
approximately $218,581 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 2004, and as of
December 2004 current liabilities exceed current assets by $82,788. 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 2004.

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


                                      F-7
<PAGE>

                            TOP GROUP HOLDINGS, INC.
                          Notes to Financial Statements
                                December 31, 2004



Note 5 - Segment Information

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



                                      F-8