I, Lu Anli, certify that:

1.       I have  reviewed  this  annual  report  on  Form  10-KSB  of TOP  Group
         Holdings, Inc.;

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

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

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

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

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

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

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

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

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

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

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

I, Yang Hengming, certify that:

1.       I have  reviewed  this  annual  report  on  Form  10-KSB  of TOP  Group
         Holdings, Inc.;

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

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

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

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

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

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

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

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

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

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

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