**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, 2006.





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


**ACT
      OF 1934**





*Commission
      File No. 000-32341*





**SOYODO
      GROUP HOLDINGS, INC.**


(Formerly
      TOP Group Holdings, Inc.)


(Name
      of
      small business issuer in our charter)





Delaware
            
            84-1482082(State
                or other jurisdiction of incorporation
                or organization)
            
            (I.R.S.
                Employer Identification
                No.)Soyodo
                Group Holdings, Inc.
              1390
                Monterey Pass Road
              Monterey
                Park, CA(Address
                of principal executive office)
            
            91754
              (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 $0.0001 per share


(Title
      of
      Class)





(Title
      of
      Class)








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 o





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: $ 2,844,604





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: $1,229,250 as of March 10, 2007.





Shares
      of
      Common Stock outstanding as of December 31, 2006: 8,195,000.





**DOCUMENTS
      INCORPORATED BY REFERENCE**





None.





Transitional
      Small Business Disclosure Format (check one): Yes x; No o





**TABLE
      OF CONTENTS**




PagePART IItem 1.
            Description of Business
            1Item 2.
            Description of Property
            2Item 3.
            Legal Proceedings
            2Item 4.
            Submission of Matters to a Vote of
              Security Holders
            2PART IIItem 5.
            Market for Common Equity and Related
              Stockholder Matters
            2Item 6.
            Management's Discussion and Analysis
              or
              Plan of Operation
            3Item 7.
            Financial Statements.
            4Item 8.
            Changes In and Disagreements With
              Accountants on Accounting and Financial Disclosure
            5Item 8A.
            Controls and Procedures
            5PART IIIItem 9.
            Directors, Executive Officers,
              Promoters and Control Persons; Compliance withSection
              16(a) of the Exchange Act
            5Item 10.
            Executive Compensation
            6Item 11.
            Security Ownership of Certain
              Beneficial Owners and Management
            7Item 12.
            Certain Relationships and Related
              Transactions
            7Item 13.
            Exhibits and Reports on Form
              8-K
            8Item
                14.
            Principal Accountant Fees and
              Services
            8











This
      Annual Report on Form 10-KSB contains statements that 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. On January 16, 2003, we engaged in the Change in Control,
      whereby TOP Group Corp. (New York) purchased 4,400,000 shares of the Company's
      common stock from H. Daniel Boone, who was then President and Chairman of the
      board of directors. Right after the purchase, TOP Group Corp. (New York) owned
      88% of our outstanding capital stock. On August 22, 2005, due
      to
      its inactive status and its intension to wind up, TOP
      Group
      Corp. (New York) conveyed its 4,400,000shares to Song Ru-hua, the Company’s
      President and Chairman of the Board.





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"). In the second quarter
      of
      2005, the company decided to commence
      a chain of member-only stores in locations with large Chinese immigrant
      populations, offering Chinese culture-related merchandise such as books,
      pre-recorded CDs, stationery, gifts, and sports goods. Subsequently, six retail
      stores were
      opened.





On
      June
      30, 2006, however, the Company started to concentrate on its wholesale operation
      and sold to Ru-Hua Song, its majority shareholder & Principal Executive
      Officer, all the six retail stores. Then on November 30, 2006, the company
      decided to go back to its original plan of investigating opportunities to be
      acquired and sold to Ru-Hua Song the remaining wholesale operation as well.





**Description
      of discontinued operations**





As
      of
      November 30, 2006, the Company had been in the wholesale/retail business in
      locations within continental USA with large Chinese immigrant populations,
      offering Chinese culture-related merchandise such as books, pre-recorded CDs,
      stationery, gifts, and sports goods from China. However, we discontinued this
      business on December 1, 2006. It did not have any business operations as of
      December 31, 2006.





**Competition
      of discontinued operations**





Competition
      in the wholesale/retail business was intense. The barrier of new entries was
      quite low. Now, we are out of this line of business and look for an opportunity
      to be acquired.





**Employees**





We
      presently have no full time employees. The Company’s president and treasurer
      have agreed to allocate a portion of their time to the activities of the
      Company, without compensation as 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.




1




Minimal
      Operating History or Revenue and Minimal Assets





Prior
      to
      our retail operation in the second quarter of 2005, we did not have any revenues
      for a duration of more that 7 years. Since December 1, 2006, we have had no
      revenues again. Additionally, we have no significant assets or financial
      resources.





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





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. We had substantial related party dealings in 2006. Please refer
      to **Item
      12. Certain Relationships and Related Transactions** for
      more
      details.





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.**





Prior
      to
      the takeovers, our facility consisted of a rented office located at 1390
      Monterey Pass Road, Monterey Park, California, 91754 and 6 stores with a total
      of 32,000 square feet. Since December 1, 2006, the company has not occupied
      any
      facilities.





**Item
      3. Legal Proceedings.**





After
      the
      takeovers, Mr. Song Ru-hua and his privately-held companies have been involved
      with lawsuits, which name us as a co-defendant. The management feels that Mr.
      Song Ru-hua and his privately-held companies will take care of them in due
      course and they will not cause any material losses to the Company.





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





On
      June
      1,2006, by a written consent in lieu of a meeting, our shareholders elected
      Song
      Ru-hua, Fang Ye, Song Pei-Kun, Yi Geng-Po and Zhang Hao to serve as our
      directors in place of the entire prior Board. At the same time, the shareholders
      also adopted and approved a restatement to the Company’s Certificate of
      Incorporation to, among other things, to reflect prior amendments and to set
      the
      total shares authorized to issue at 12,000,000.








**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" in 2003 and changed again to “SOYD.OB” in 2005. The table
      below sets forth the high and low bid prices of our common stock for the periods
      indicated.








2






Year Ended December 31, 2006High
                Bid
            
            Low
                Bid1st
                quarter
            .10
            
            .102nd
                quarter
            .25
            
            .103rd
                quarter
            .15
            
            .104th
                quarter
            .15
            
            .10Year Ended December 31, 2005High
                Bid
            
            Low
                Bid1st
                quarter
            .10
            
            .102nd
                quarter
            .25
            
            .103rd
                quarter
            .65
            
            .254th
                quarter
            1.00
            
            .25Year Ended December 31, 2004High
                Bid
            
            Low
                Bid1st
                quarter
            .65
            
            .102nd
                quarter
            .10
            
            .103rd
                quarter
            .15
            
            .104th
                quarter
            .10
            
            .10





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





**Holders**





There
      are
      approximately 57 record holders of our common stock. An aggregate of 7,555,000
      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.





**Recent
      Sales of Unregistered Securities**





On
      December 15, 2005, our three officers, Wu Hai, Li Ke-Guang and Zhang Hao,
      subscribed to pay $80,000 for 160,000 restricted shares, of which 100,000 shares
      were returned in 2006 to the company by Li
      Ke-Guang, who had also resigned from his Vice President position. The company
      did receive $30,000 for the remaining 60,000 restricted shares. On June 8,
      2006,
      our three independent directors, Song Pei-Kun, Yi Geng-Po and Fang Ye paid
      $170,250 to acquire 1,135,000 restricted shares of the company.




**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.





3





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 the board of
      directors.




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"). In the second quarter
      of
      2005, the company decided to commence
      a chain of member-only stores in locations with large Chinese immigrant
      populations, offering Chinese culture-related merchandise such as books,
      pre-recorded CDs, stationery, gifts, and sports goods. Subsequently, six retail
      stores were
      opened.





On
      June
      30, 2006, however, the Company started to concentrate on its wholesale operation
      and sold to Song Ru-Hua, its majority shareholder & Principal Executive
      Officer, all the six retail stores. Then on November 30, 2006, the company
      decided to go back to its original plan of investigate opportunities to be
      acquired and sold to Song Ru-Hua the remaining wholesale operation as
      well.





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. Again at the special meting in August of 2005, our stockholders
      approved a change in our name from TOP Group Holdings, Inc. to Soyodo Group
      Holdings, Inc.





**A.
      PLAN OF OPERATIONS**





Prior
      to
      the takeovers, we operated in the retail business in
      locations within continental USA with large Chinese immigrant
      populations. Presently, we look for an opportunity to be acquired that desired to be
      registered under the Securities Exchange Act of 1934.





Results
      of Operations for the Year Ended December 31, 2006 Compared to the Year Ended
      December 31, 2005





We
      had
      had retail sales of $2,844,604 and a gross profit of $655,099 during the twelve
      months ended December 31, 2006, compared with retail sales of $894,533 and
      a
      gross profit of $303,655 in the twelve months ended December 31, 2005. On the
      other hand, we incurred $1,081,952 in operating expenses in the twelve months
      ended December 31, 2006, compared to $738,741 in the twelve months ended
      December 31, 2005. Among our major operating expenses, advertising was $48,883
      in 2006 compared to $74,540 in 2005; office & store rents were $316,773 in
      2007 compared to $186,137 in 2005; payroll was $430,474 compared to $271,171
      in
      2005. We had a net loss of $ 426,853 in the twelve months ended December 31,
      2006, compared to $ 436,086 in the twelve months ended December 31, 2005.





**B.
      LIQUIDITY AND CAPITAL RESOURCES**





As
      of
      December 31, 2006, we had $2,671 operating capital. In the future, we may
      continue to rely upon advances or loans from shareholders to pay our expenses.
      However, we have no commitments from any person for advances or loans. Please
      refer to Note #8 of Financial Statements for more information.




We
      incurred a loss of $426,853 from operations for the twelve months ended December
      31, 2006, and losses are expected in the future as well. This does 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.




4




**Item
      8. Change in and Disagreements with Accountants on Accounting and Financial
      Disclosure**





On
      February 17, 2006, our Board of Directors retained Jaspers + Hall, PC (Jaspers)
      of Denver, Colorado as our new independent public accountant to replace Michael
      Johnson & Co., LLC (“Johnson”), for Johnson was retiring. During the year
      ended December 31, 2005 and through the date of appointment, neither we nor
      anyone on our behalf has consulted with Jaspers regarding the application of
      accounting principles to a specific transaction, either completed or proposed,
      or the type of audit opinion that might be rendered on our financial statements. **** 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**





Evaluation
      of Disclosure Controls and Procedures





Based
      on
      their evaluation as of December 31, 2006, our chief executive officer and chief
      financial officer have concluded that our disclosure controls and procedures
      (as
      defined in Rules 13a-l5(e) and 15d-15(e) under the Securities Exchange Act
      of
      1934, as amended) were effective to ensure the information required to be
      disclosed by us in reports that we file or submit under the Securities Exchange
      Act of 1934 is recorded, processed, summarized and reported within the time
      periods specified in the SEC’ s rules and forms.





Management‘s **** Report
      on Internal Control over Financial Reporting





Our
      management is responsible for establishing and maintaining adequate internal
      control over financial reporting, as such term is defined in Exchange Act Rules
      13a- 15(f) and l5d-15(f). Under the supervision and with the participation
      of
      our management, including our Chief Executive Officer and Chief Financial
      Officer, we conducted an evaluation of the effectiveness of our internal control
      over financial reporting as of December 31, 2006. In making this assessment,
      our
      management used the criteria set forth by the Committee of Sponsoring
      Organizations of the Treadway Commission (COSO) in Internal Control-Integrated
      Framework. Our management has concluded that, as of December 31, 2006, our
      internal control over financial reporting was effective based on these
      criteria.





Changes
      in Internal Control over Financial Reporting





There
      were no changes in our internal control over financial reporting during the
      quarter ended December 31, 2006 that have materially affected, or are reasonably
      likely to materially affect our internal control over financial
      reporting.





Inherent
      Limitations on Effectiveness of Controls





Our
      management, including our chief executive officer and chief financial officer,
      does not expect that our procedures or our internal controls will prevent or
      detect all error and all fraud. An internal control system, no matter how well
      conceived and operated, can provide only reasonable, not absolute, assurance
      that the objectives of the control system are met.





**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
              
              PositionSong Ru-Hua
              
              45
              
              Chairman of the Board of Directors & PresidentZhao Xiao-Zhong
              
              44
              
              Treasurer and Principal Financial & Accounting
                OfficerZhang Hao
              
              31
              
              Director & Secretary & Vice PresidentSong Pei-Kun
              
              28
              
              Independent DirectorYi Geng-Po
              
              38
              
              Independent DirectorFang Ye
              
              47
              
              Independent Director





5




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 45, serves as Chairman of the Board and President and Principal
      Executive Officer of the Company. Mr. Song is also the President of three
      privately-held companies: Sooyoo Inc., located in Los Angeles, Soyodo LLC,
      located in San Francisco, and Coll, Inc., located in New York City. From 1992
      to
      2004, Mr. Song was the Chairman of TOP Group, a Chinese conglomerate engaged
      in
      high-tech software, hardware, education and related businesses. 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. Mr. Song has received 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.





ZHAO
      XIAO-ZHONG, age 44, serves as Treasurer and Principal Financial & Accounting
      Officer of the Company. She has been working for Soyodo Group Holdings, Inc.
      since September of 2005. She received her Bachelor of Science in accounting
      in
      1984 from Jilin Finance and Trade College in China, and her Master degree in
      Economics from China People’s University in 1996. Zhao has over 20 years of
      accounting experiences both in China and the United States.





ZHANG
      HAO, age 31, serves as a director and a Vice President for Soyodo Group
      Holdings, Inc. He received his associate degree in Foreign Trade English from
      Suzhou Vocational College in China in 1996. After that, Zhang has been working
      in various business capacities for companies both in China and the United
      States.





SONG
      PEI-KUN, age 51, serves as an independent member of the Board of Directors.
      Since June 2004, Mr. Song has been Vice President of Shanghai Hua-Hu Information
      Technology Inc. in Shanghai, China. From 1998 to 2004, he worked in various
      managerial capacities for TOP Group. Mr. Song received his Professional
      Certificate in Modern Enterprises Management from Zhejiang Correspondence
      Academy in 1996.





YI
      GENG-PO, age 38, serves as an independent member of the Board of Directors.
      Since June 2004, Mr. Yi has been the President of Shanghai Hua-Hu Information
      Technology Inc. in Shanghai, China. From 1995 to 2004, he worked also in various
      managerial capacities for TOP Group. Mr. Yi received a Bachelor of Engineering
      from Guiling Electronics Institute in 1989.




FANG
      YE,
      age 48, serves as an independent member of the Board of Directors. Since 2004,
      Mr. Fang has been the President of General Chinese Co., Ltd. in Hong Kong.
      From
      2000 to 2004, he had 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.





**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.





**C** **onflicts
      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.**





We
      are a
      small company whereby our officers are being paid modestly and our outside
      directors receive no compensations at all.


The
      salaries paid to officers during 2006 are as follows:




Name
            
            
            Length
              of time served
            
            
            Aggregate
              compensation in 2006Song
              Ru-Hua
            
            
            2004
              to Date
            
            $
            37,709Zhao
              Xiao-Zhong
            
            
            12/2005
              to Date
            
            
            17,555Zhang
              Hao
            
            
            12/2005
              to Date
            
            
            14,406




None
      of
      the officers or directors is accruing any compensation pursuant to any agreement
      with the Company. Furthermore, 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.






6




**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, 2006 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
                  of Beneficial Owner
                
                Shares Beneficially Owned
                  Number
                
                PercentSong
                  Ru-Hua
                
                
                6,400,000
                
                
                78.10
                %Zhang
                  Hao
                
                
                20,000
                
                
                0.24
                %Song
                  Pei-Kun
                
                
                667,000
                
                
                8.14
                %Yi
                  Geng-Po
                
                
                134,000
                
                
                1.64
                %Fang
                  Ye
                
                
                334,000
                
                
                4.07
                %All
                  directors and executive officers as a
                  group (5 persons)
                
                
                7,555,000
                
                
                92.19
                %


**Item
      12. Certain Relationships and Related Transactions.**





During
      the eleven months ended November 30, 2006, the company imported all of its
      merchandise from a trading company in China, where our director, Fang Ye, has
      been its president and the majority shareholder. In addition, Mr. Song Ru-hua
      has been a majority owner of four privately held companies in California,
      Illinois and New York. We
      had
      transactions with these four privately held companies, mainly the sales of
      merchandise to them at our wholesale price. Based
      upon our internal review, all the transactions involving those related companies
      during 2006 were all arms-length transactions.





In
      its
      divestiture of retail operation on June 30, 2006 and its divestiture of
      wholesale operation on November 30, 2006, the company sold to Song Ru-Hua our
      fixed assets, inventory, security deposits and other items at no gain or loss. On
      the
      other hand, Song Ru-Hua took over various liabilities of the company.





From
      time
      to time during 2006, our President, Song Ru-Hua, provided loans to us as working
      capital. As of December 31, 2006, we owed him $ 483,229, which does not carry
      a
      due date.




7




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







(a) ExhibitsExhibit
              Number
            
            Description3.1
            
            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 "Proxystatement")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)3.5
            
            Restated Certificate of Incorporation
              of the
              Company (incorporated by reference to the Company’s proxy statement on
              Schedule 14C filed with the commission on March 15, 2005 for an increase
              of authorized shares)3.6
            
            Restated Certificate of Incorporation
              of the
              Company (incorporated by reference to the Company’s proxy statement on
              Schedule l4C filed with the commission on August 26, 2005 for a name
              change)3.7
            
            Restated Certificate of Incorporation
              of the
              Company (incorporated by reference to the Company’s proxy statement on
              Schedule l4C filed with the commission on June 20, 2006 to set the
              new
              total authorized shares)31
            
            Certification of Principal Executive
              Officer
              and Principal Financial Officer pursuant to 18 U.S.C. Section as adopted
              pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*32
            
            Certification
              *


*Filed
        herewith
  b)
        Reports on Form 8-K
  We
        filed
        a report on Form 8-K on June 8, 2006 to inform the election of our five new
        directors, as well as the election of Song Ru-Hua as President and Principal
        Executive Officer, Zhang Hao as Secretary & Vice President, and Zhao
        Xiao-Zhong as Treasurer and Principal Financial & Accounting Officer. On
        June 30, 2006, we filed a report on Form 8-K to inform the decision to
        concentrate on our wholesale operation and sell to Song Ru-Hua and his privately
        held corporations all the six retail stores. On December 1, 2006, we filed
        a
        report on Form 8-K to inform the decision to go back to our original plan
        of
        investigating opportunities to be acquired and sell to Song Ru-Hua the remaining
        wholesale operation.





**Item
      14. Principal Accountant Fees and Services.**





The
      following table shows the fees that we paid or accrued for the audit provided
      by
      Jaspers + Hall, PC for 2005 and 2006:






Fiscal Year ended
              12/31/05
            Fiscal Year ended 12/31/06Audit fees
            $15,000.00
            $
              4,000.00











Audit
      fees---This category includes the audit of our annual financial statements,
      review of financial statements included in our Quarterly Reports on Form 10-QSB
      and services that are normally provided by the independent auditors in
      connection with engagements for those fiscal years. This category also includes
      advise on audit and accounting matters that arose during, or as a result of,
      the
      audit or the review of interim financial statements.





8




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.





**SOYODO
      Group Holdings, Inc.**




*Dated:
              As of April 16, 2007*
            *By:*
            */s/
              Zhao Xiao-Zhong**Zhao
                Xiao-Zhong*
              *Treasurer*
              *(Principal
                Financial and Accounting*
              *Officer)*








*Dated:
              As of April 16, 2007*
            *By:*
            */s/
              Song Ru-Hua**Song
                  Ru-Hua*
                *President*
                *(Principal
                  Executive
                  Officer)*










***JASPERS
        + HALL, PC***
 *CERTIFIED
        PUBLIC ACCOUNTANTS*
 
 ***9175
        E. Kenyon Avenue, Suite 100***
 ***Denver,
        CO 80237***
 ***303-796-0099***
 
 
 REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  
 Board
        of Directors
 Soyodo
        Group Holdings, Inc
 Monterey
        Park, CA 91754
 
 
 We
        have audited the accompanying balance sheets of Soyodo Group Holdings, Inc.,
        as
        of December 31, 2006 and 2005 and the related statements of operations,
        stockholders’ equity, and cash flows for the years 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 standards of the Public Company
        Accounting Oversight Board (United States). 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 Soyodo Group Holdings, Inc.
        as of
        December 31, 2006 and 2005, and the results of their operations and their
        cash
        flows for the years then ended, in conformity with generally accepted accounting
        principles of the United States.
  The
        accompanying financial statements have been prepared assuming the Company
        will
        continue as a going concern. As discussed in Note 5, condition exist which
        raised 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 operations. Management’s plans in regard to these
        matters are also described in Note 5. The financial statements do not include
        any adjustments that might result from the outcome of this
        uncertainty.
 */s/*JASPERS
                  + HALL, PCDenver,
                COApril
                  15, 2007


SOYODO
      GROUP HOLDINGS, INC.


(Formerly
      TOP Group Holdings, Inc.)


Balance
      Sheets


December
      31,






2006
            
            
            2005**ASSETS**Current
                Assets:Cash
                & cash equivalents
            
            $
            2,671
            
            $
            105,439Accounts
                Receivable
            
            
            -
            
            
            -Inventory,
                retail
            
            
            -
            
            
            643,356Prepaid
                expenses
            
            
            -
            
            
            28,732Related
                parties receivable
            
            
            -
            
            
            125,334Total
                Current Assets
            
            
            2,671
            
            
            902,861Property
                & equipment, net
            
            
            -
            
            
            212,550Security
                deposits
            
            
            -
            
            
            137,962**TOTAL
                ASSETS**
            
            $
            2,671
            
            $
            1,253,373**LIABILITIES
                & STOCKHOLDERS' EQUITY (DEFICIT)**Current
                LiabilitiesAccounts
                payable & accrued expense
            
            $
            7,620
            
            $
            794,354Accrued
                payroll & related liabilities
            
            
            -
            
            
            24,197Accrued
                other liabilities
            
            
            6,299
            
            
            43,379Loans
                from shareholders
            
            
            483,229
            
            
            180,000Note
                payable
            
            
            -
            
            
            444,317Total
                Current Liabilities
            
            
            497,148
            
            
            1,486,247Stockholders
                Equity (Deficit)Common
                stock, $.0001 par value, 12,000,000 shares
            
            
            820
            
            
            716authorized,
                8,195,000 shares issued and outstandingas
                of 12/31/06, and 7,160,000 as of 12/31/05Additional
                Paid-In Capital
            
            
            585,223
            
            
            465,077Stock
                subscription receivable
            
            
            
            
            
            (45,000
            )Accumulated
                Deficit
            
            $
            (1,080,520
            )
            
            (653,667
            )Total
                Stockholders' Equity ( Deficit)
            
            
            (494,477
            )
            
            (232,874
            )**TOTAL
                LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)**
            
            $
            2,671
            
            $
            1,253,373











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






F-1




SOYODO
        GROUP HOLDINGS, INC.
 (Formerly
        TOP Group Holdings, Inc.)
 Statements
        of Operations
 For
        the Year Ended December 31,


2006
              
              2005**From
                  Discontinued Operations:****Net
                  Sales**
              
              $
              2,844,604
              
              $
              894,533**Cost
                  of Goods Sold**
              
              $
              (2,189,505
              )
              $
              (590,878
              )**Gross
                  Profit**
              
              
              655,099
              
              
              303,655**Operating
                  Expenses**Sales
                  & Marketing
              
              
              61,748
              
              
              94,446Store
                  Rents
              
              
              316,773
              
              
              186,137General
                  & Administrative
              
              
              675,983
              
              
              445,371**Total
                  Operating Expenses**
              
              
              1,054,504
              
              
              725,954**Net
                  Loss From Operations**
              
              $
              (399,405
              )
              $
              (422,299
              )**Interest
                  Expense**
              
              
              27,448
              
              
              12,787**Net
                  Income**
              
              $
              (426,853
              )
              $
              (435,086
              )**Per
                  Share Information:**Weighted
                  average numberof
                  common shares outstanding
              
              
              7,746,973
              
              
              6,179,616Net
                  Loss per common share
              
              $
              (0.06
              )
              $
              (0.07
              )








The
        accompanying notes are an integral part of these financial
        statements.
   F-2




SOYODO
        GROUP HOLDINGS, INC.
 (Formerly
        TOP Group Holdings, Inc.)
 Stockholders'
        Equity
 December
        31, 2006


COMMON
                  STOCKS#
                  of Shares
              
              
              Amount
              
              
              AdditionalPaid-InCapital
              
              
              AccumulatedDeficit
              
              
              StockSubscriptionReceivable
              
              
              TotalStockholders'EquityBalance
                  - December 31, 2003
              
              
              5,000,000
              
              
              500
              
              
              135,293
              
              
              (192,065
              )
              
              -
              
              
              (56,272
              )Net
                  Loss for the Year
              
              
              -
              
              
              -
              
              
              -
              
              
              (26,516
              )
              
              -
              
              
              (26,516
              )Balance
                  - December 31, 2004
              
              
              5,000,000
              
              
              500
              
              
              135,293
              
              
              (218,581
              )
              
              -
              
              
              (82,788
              )Issurance
                  of stock for cash
              
              
              2,160,000
              
              
              216
              
              
              329,784
              
              
              -
              
              
              45,000
              
              
              285,000Net
                  Loss for the year
              
              
              -
              
              
              -
              
              
              -
              
              
              (435,086
              )
              
              -
              
              
              (435,086
              )Balance
                  - December 31, 2005
              
              
              7,160,000
              
              
              716
              
              
              465,077
              
              
              (653,667
              )
              
              45,000
              
              
              (232,874
              )Issurance
                  of stock for cash
              
              
              1,035,000
              
              
              104
              
              
              120,146
              
              
              -
              
              
              (45,000
              )
              
              165,250Net
                  Loss 1/1/06 to 12/31/06
              
              
              -
              
              
              -
              
              
              -
              
              
              (426,853
              )
              
              -
              
              
              (426,853
              )Balance
                  - December 31, 2006
              
              
              8,195,000
              
              
              820
              
              
              585,223
              
              
              (1,080,520
              )
              $
              -
              
              
              (494,477
              )










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






F-3







SOYODO
      GROUP HOLDINGS, INC.


(Formerly
      TOP Group Holdings, Inc.)


Statements
      of Cash Flow


For
      the Year Ended December 31,





Indirect
      Method







2006
            
            2005**Cash
                Flows from Operating Activities:**Net
                Loss
            
            $
            (426,853
            )
            $
            (435,086
            )Adjustments
                to reconcile net loss to net cash usedby
                operating activitiesDepreciation
            
            
            20,368
            
            
            16,074Decrease
                (Increase) in Inventory
            
            
            643,356
            
            
            (643,356
            )Decrease
                (Increase) in Accounts Receivable
            
            
            -
            
            
            -Decrease
                (Increase) in Other current assets
            
            
            154,066
            
            
            (154,066
            )Decrease
                (Increase) in Security deposits
            
            
            137,962
            
            
            (137,962
            )Increase
                (Decrease) in Accounts payable
            
            
            (786,734
            )
            
            794,354Increase
                (Decrease) in Current liabilities
            
            
            (61,277
            )
            
            65,316**Net
                Cash Used by Operating Activities**
            
            
            (319,112
            )
            
            (494,726
            )**Investing
                Activities:**Sale
                (Purchase) of property and equipment
            
            
            192,182
            
            
            (228,624
            )**Net
                Cash from Investing Activities**
            
            
            192,182
            
            
            (228,624
            )**Financing
                Activities******Net
                proceeds from issurance of common stock
            
            
            120,250
            
            
            285,000Decrease
                (Increase) in Stock Subscription receivable
            
            
            45,000
            
            
            -****Increase
                (Decrease) in notes payable
            
            
            (444,317
            )
            
            444,317Increase
                (Decrease) in loan from shareholders & directors
            
            
            303,229
            
            
            99,472**Net
                Cash from Financing Activities**
            
            
            24,162
            
            
            828,789**Net
                Increase in Cash & Cash Equivalents**
            
            
            (102,768
            )
            
            105,439**Beginning
                Cash & Cash Equivalents**
            
            
            105,439
            
            
            -**Ending
                Cash & Cash Equivalents**
            
            $
            2,671
            
            $
            105,439**SUPPLEMENTAL
                DISCLOSURE OF CASH FLOW INFORMATION**Cash
                paid for Interest
            
            $
            27,448
            
            $
            12,787Cash
                paid for Income Taxes
            
            $
            -
            
            $
            -










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






F-4




**SOYODO
      HOLDINGS, INC.**


Notes
      to
      Financial Statements


December
      31, 2006











**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 Corp., a New York corporation,
      purchased 4,400,000 shares of the Company's common stock, which represented
      88%
      of the Company's outstanding capital stock at that time. 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.





In
      the
      second quarter of 2005, the company decided to commence
      a chain of member-only stores in locations with large Chinese immigrant
      populations, offering Chinese culture-related merchandise such as books,
      pre-recorded CDs, stationery, gifts, and sports goods. Subsequently, six retail
      stores had been
      opened. On June 30, 2006, however, the Company started to concentrate on its
      wholesale


operation
      and sold to Song Ru-Hua, its majority shareholder & Principal Executive
      Officer, all the six retail stores. Then on November 30, 2006, the company
      decided to go back to its original plan of investigate opportunities to be
      acquired and sold to


Song
      Ru-Hua the remaining wholesale operation.





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. In August
      of
      2005, the company changed its name from TOP Group Holdings, Inc. to Soyodo
      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 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.





**Inventory:**





The
      valuation method used for our closing inventory is lower of cost or market.
      There was no inventory at the end of 2006 .





**Advertising:**





Costs
      associated with advertising are expensed in the year incurred and are included
      in the sales & marketing expense. They were $48,883 in 2006 and $74,540 in
      2005.




F-5




**SOYODO
      GROUP HOLDINGS, INC.**


Notes
      to
      Financial Statements


December
      31, 2006








**Note
      2 - Property and Equipment:**





The
      useful life used to calculate our depreciation in 2006 is 5 years for equipment,
      7 years for F & F and 3 years for software. In addition, straight-line
      method of depreciation was used. During the takeover of the six retail stores
      by
      Song Ru-Hua on June 30, 2006, $15,983 of net equipment, $137,624 of net
      furniture & fixture, and $48,348 of net leasehold improvement were sold at
      no gain or loss. During the takeover of the wholesale operation on November
      30,
      2006, $3,969 of net equipment, $5,949 of net furniture & fixture and $913 of
      net software were sold at no gain or loss. Thus, as of December 31, 2006, the
      company had nothing left in property and equipment.





**Note
      3 - Commitments—Operating leases** **:**





As
      of
      December 31, 2006, the Company had entered into leases for six retail stores,
      of
      which five are located in California and one in Illinois. Those leases range
      from 2 years to five years with a total retail space of 32,000 square feet.
      Without adjustment for cost escalation clauses, our minimum lease payments
      will
      be about $599,000 for the 12-month period ended December 31, 2007, about
      $1,160,862 for the 36-month period ended December 31, 2009, provided that our
      two-year leases are not renewed.





However
      on June 30, 2006, Ru-Hua Song and his privately held corporations took over
      these six stores. They have been and will be responsible for store rents. But
      it
      should be noted that if Ru-Hua Song and his privately held corporations fail
      to
      pay all the rents involved, we will still be held liable by the landlords to
      honor the terms of those leases.





**Note
      4 - Federal Income Taxes:**





The
      Company has made no provision for income taxes because there have been no net
      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 assetsNet
                operating loss
                carry-forwards
            
            $
            1,080,520Valuation
                allowance
            
            
            (1,080,520
            )Net
                deferred tax assets
            
            $
            0






As
      of
      December 31, 2006, the Company had net operating loss carry-forwards of
      approximately $ 1,080,520 for federal income tax purposes. These carry-forwards,
      if not utilized to offset taxable income, will begin to expire in 2010.





**Note
      5 - 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 commenced its retail operation in the third quarter of 2005 in
      locations with large Chinese immigrant populations. On June 30, 2006, it started
      to only concentrate
      on its wholesale operation and sold to Song Ru-Hua all the existing six retail
      stores. On November 30, 2006, the
      company decided to go back to its original plan of investigate opportunities
      to
      be acquired and sold to


Song
      Ru-Hua the remaining wholesale operation.





As
      of
      December 31, 2006, the Company’s current liabilities exceed current assets by
      $494.477, and its net worth is negative $494,477. Therefore, the Company's
      ability to continue as a going concern is dependent upon its ability to achieve
      profitable operations and to develop additional sources of capital. The
      accompanying financial statements do not include any adjustments that might
      result from the outcome of these uncertainties.





F-6




**SOYODO
      GROUP HOLDINGS, INC.**


Notes
      to
      Financial Statements


December
      31, 2006





**Note
      6 - Capital Stock Transactions** **:**





On
      March
      25, 1999, the Company's Board of Directors approved an amendment to the Articles
      of Incorporation of the Company, declaring a 1 to 10 reverse stock split of
      outstanding common stock at March 25, 1999. In 2001, the Board of Directors
      declared a 5 to 1 forward stock split. On January 21, 2005, the company filed
      an
      Amended Certificate of Incorporation to increase the shares authorized to issue
      from 5,000,000 to 100,000,000 and to reduce the par value per share from $0.01
      to $0.0001. On September 20, 2006, the company filed an Amended Certificate
      of
      Incorporation to set the authorized shares at 12,000,000.





On
      December 15, 2005, our three officers, Wu Hai, Li Ke-Guang and Zhang Hao,
      subscribed to pay $80,000 for 160,000 restricted shares, of which 100,000 shares
      were returned in 2006 to the company by Li
      Ke-Guang, who had also resigned from his Vice President position. The company
      did receive $30,000 for the remaining 60,000 restricted shares. On June 8,
      2006,
      our three independent directors, Song Pei-Kun, Yi Geng-Po and Fang Ye paid
      $170,250 to acquire 1,135,000 restricted shares of the company.


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 and the par value reduction.





**Note
      7 - Related Party Transactions:**





During
      the eleven months ended November 30, 2006, the company imported all of its
      merchandise from a trading company in China, where our director, Fang Ye, has
      been its president and the majority shareholder. In addition, Mr. Song Ru-hua
      has been a majority owner of four privately held companies in California,
      Illinois and New York, which are in the same line of business. We had
      transactions with these four privately held companies, mainly the sales of
      merchandise to them at our wholesale price. Of the total sales of $2,844,604
      in
      2006, approximately 50% was sold to related parties. Based
      upon our internal review, all the transactions involving those related companies
      during 2006 were all arms-length transactions.





In
      its
      divestiture of retail operation on June 30, 2006, the company sold to Song
      Ru-Hua $ 201,955 of fixed assets, as mentioned in


**Note
      2 - Property and Equipment** **,** $832,
      472
      of inventory and $12,135 of cash on hand at no gain or loss. In its divestiture
      of wholesale operation on November 30, 2006, the company sold to Song Ru-Hua
      $
      10,831 of fixed assets and $137,962 of security deposits at no gain or loss.
      On
      the other hand, Song Ru-Hua took over various liabilities, of which the most
      significant one is $1,282,163 of account payable to our supplier in China. As
      of
      December 31, 2006, the company did not have any accounts receivable and accounts
      payable with related parties.





**Note
      8 - Loans from Shareholders:**





This
      loan
      from shareholders of $483,229 resulted from the takeover settlement on November
      30, 2006 by Mr. Song Ru-hua. During the takeover, Mr. Song Ru-hua took over
      $483,229 more in liabilities than assets from the company. This loan does not
      carry a due date.





**Note
      9 - Segment Information:**





The
      Company as of December 31, 2006 had no business operations. Prior to the
      takeover on November 30, 2006, it was in the wholesale business in California
      of
      the U.S.A.





**Note
      10 - Financial Accounting Developments** :





Recently
      Issued Accounting Pronouncements





In
      February 2006, the FASB issued SFAS 155, Accounting for Certain Hybrid Financial
      Instruments, which amends SFAS 133, Accounting for Derivative Instruments and
      Hedging Activities, and SFAS 140, Accounting for Transfers and Servicing of
      Financial Assets and Extinguishments of Liabilities - a replacement of FASB
      Statement No. 125. SFAS 155 will be effective for the Company for all financial
      instruments issued or acquired after the beginning its fiscal year ending
      December 31, 2006. The Company not yet evaluated and determined the likely
      effect of SFAS 155 on future financial statements.




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In
      June
      2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in
      Income Taxes - An Interpretation of FASB Statement No. 109, (FIN 48). FIN 48
      clarifies the accounting for uncertainty in income taxes recognized in an
      enterprise's financial statements in accordance with FASB Statement No. 109,
      Accounting for Income Taxes. FIN 48 also prescribes a recognition threshold
      and
      measurement attribute for the financial statement recognition and measurement
      of
      a tax position taken or expected to be taken in a tax return that results in
      a
      tax benefit. Additionally, FIN 48 provides guidance on de-recognition, income
      statement classification of interest and penalties, accounting in interim
      periods, disclosure, and transition. This interpretation is effective for the
      Company for its fiscal year ending December 31, 2007. The Company has not yet
      evaluated the effect that the application of FIN 48 may have, if any, on its
      future results of operations and financial condition.





In
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. This
      statement defines fair value, establishes a framework for measuring fair value
      in generally accepted accounting principles, and expands disclosures about
      fair
      value measurements. This statement applies under other accounting pronouncements
      that require or permit fair value measurements. SFAS No. 157 is effective for
      the Company for its fiscal year beginning on July 1, 2008. The Company is
      currently assessing the impact the adoption of SFAS No. 157 will have on its
      financial statements.





In
      September 2006, the SEC issued Staff Accounting Bulletin (SAB) No. 108 in order
      to eliminate the diversity of practice surrounding how public companies quantify
      financial statement misstatements. In SAB 108, the SEC staff established an
      approach that requires quantification of financial statement misstatements
      based
      on the effects of the misstatements on each of the Company’s financial
      statements and the related financial statement disclosures. SAB No. 108 is
      effective for the Company for its current fiscal year. The adoption of SAB
      No.
      108 did not have an impact on the Company’s financial statements.





On
      February 15, 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities - Including an Amendment of FASB
      Statement No. 115.” This standard permits an entity to measure many financial
      instruments and certain other items at estimated fair value. Most of the
      provisions of SFAS No. 115 (“Accounting for Certain Investments in Debt and
      Equity Securities) applies to all entities that own trading and
      available-for-sale securities. The fair value option created by SFAS No. 159
      permits an entity to measure eligible items at fair value as of specified
      election dates. Among others, eligible items exclude (1) financial instruments
      classified (partially or in total) as permanent or temporary stockholders’
equity (such as a convertible debt security with a non-contingent beneficial
      conversion feature) and (2) investments in subsidiaries and interests in
      variable interests that must be consolidated. A for-profit business entity
      will
      be required to report unrealized gains and losses on items for which the fair
      value option has been elected in its statements of operations at each subsequent
      reposting date. The fair value option (a) may generally be applied instrument
      by
      instruments, (b) is irrevocable unless a new elections date occurs, and (c)
      must
      be applied to the entire instrument and not to only a portion of the instrument.
      SFAS No. 159 is effective as of the beginning of the first fiscal year that
      begins after November 15, 2007. The Company has not yet evaluated the effect
      that the application of SFAS No. 159, may have, if any, on its future results
      of
      operations and financial condition.




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