UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A
                        (AMENDMENT NO. 1 TO FORM 10-KSB)

[Mark One]

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

                   For the fiscal year ended December 31, 2004

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

      For the transition period from __________ to ___________.

                         Commission file no.: 000-32341

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

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

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

       Registrant's telephone number, including area code: (323) 261-1888

        Securities registered pursuant to Section 12(b) of the Act: None

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

                          $.0001 Par Value Common Stock
                          -----------------------------
                                (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[_]

      Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B 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/A or any amendment to this Form 10-KSB/A.[X]

      The issuer's revenues for the fiscal year ended December 31, 2003 were $0.
The aggregate market value of the issuer's voting common equity held as of March
31, 2004 by non-affiliates of the Issuer was approximately $120,000 based on the
closing price of $0.20 as of March 31, 2004.

      As of May 10, 2004, the issuer had 5,000,000 shares of its $0.0001 par
value common stock outstanding.

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


<PAGE>


EXPLANATORY NOTE

      The purpose of this amendment to our Annual Report on Form 10-KSB as
originally filed on March 15, 2005 (the "Original Filing") is to:

      (a) replace our disclosure under Part II, Item 8A in its entirety with a
disclosure that (i) confirms that our Principal Executive Officer and Principal
Financial Officer concluded that our disclosure controls and procedures were
effective as of December 31, 2004 (the Original Filing stated that we completed
our most recent evaluation of the effectiveness of our disclosure controls and
procedures with 90 days of the date of the Original Filing);

      (b) replace the independent auditor's report on our financial statements
(the "Independent Auditor's Report), which is part of Part II, Item 7, in its
entirety with an audit report that (i) is signed and clearly indicates the name
of the independent accountant (the audit report contained in the Original Filing
was inadvertently not signed) and (ii) eliminate the quotation marks, as well as
the reference to PCAOB Auditing Standard No. 1; and

      (c) replace the certifications of our Principal Executive Officer and
Principal Financial Officer under Section 3.02 of the Sarbanes-Oxley Act, which
are Exhibits 31.1 and 31.2 to the Original Filing, with certifications that (i)
include certain required disclosures relating to internal controls over
financial reporting, (ii) refer to the effectiveness of our disclosure controls
and procedures as of December 31, 2004 (rather than within 90 days of the date
of the Original Filings, as stated in the Original Filing), and (iii) correct
the date of the certifications.

      The Independent Auditor's Report, Item 8A and Exhibits 31.1 and 31.2 in
our Original Filing are amended by deleting them in their entirety and replacing
them with the Items 7 and 8A and Exhibits 31.1 and 31.2 set forth herein. Any
item in the Original Filing not expressly changed hereby shall be as set forth
in the Original Filing.

<PAGE>

                                     PART II

Item 7.  Financial Statements

                              FINANCIAL STATEMENTS

                           December 31, 2004 and 2003

                          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). 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.

/s/Michael Johnson & Co., LLC

Denver, Colorado
May 9, 2005


<PAGE>


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)) as 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.


<PAGE>

                                   SIGNATURES

      In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this Amendment No. 1 to the Report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Dated: May 11, 2005                               TOP GROUP HOLDINGS, INC.


                                                  By: /s/ Song Ru-hua
                                                      --------------------------
                                                      Song Ru-hua
                                                      President & Principal
                                                      Executive Officer



                                                  By: /s/ Zhou Zong-Zheng
                                                      --------------------------
                                                      Zhou Zong-Zheng
                                                      Treasurer & Principal
                                                      Financial Officer


<PAGE>


EXHIBIT INDEX

EXHIBIT
NUMBER      DESCRIPTION

31.1        Certification of the Principal Executive Officer pursuant to Rule
            13A-14 of the Securities Exchange Act of 1934, as adopted pursuant
            to Section 302 of the Sarbanes-Oxley Act of 2002 for the fiscal year
            ended December 31, 2004.

31.2        Certification of the Principal Financial Officer pursuant to Rule
            13A-14 of the Securities Exchange Act of 1934, as adopted pursuant
            to Section 302 of the Sarbanes-Oxley Act of 2002 for the fiscal year
            ended December 31, 2004.

32.1        Certification of the Principal Executive Officer pursuant to 18
            U.S.C. Section 1350, as adopted pursuant to Section 906 of the
            Sarbanes-Oxley Act of 2002 for the fiscal year ended December 31,
            2004.

32.2        Certification of the Principal Financial Officer pursuant to 18
            U.S.C. Section 1350, as adopted pursuant to Section 906 of the
            Sarbanes-Oxley Act of 2002 for the fiscal year ended December 31,
            2004.