SecProbe.io

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MAIL STOP 05-11

      April 28, 2005

Mr. Song Ru-Hua
Principal Executive Officer
Top Group Holdings, Inc.
1398 Monterey Pass Road
Monterey Park, CA  91754

Re:	Top Group Holdings, Inc.
      File Number 000-32341
      Form 10-KSB filed 03/15/05

Dear Mr. Song:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call the applicable staff person at the
telephone number listed at the end of this letter.

1. We note that the independent auditor`s report on your financial
statements is not signed.  Please amend the filing to include a
signed audit report which clearly indicates the name of the
independent accountant. Also, the audit report should be revised
to
eliminate the quotation marks in the report, as well as the
reference
to PCAOB Auditing Standard No. 1.  Accordingly, the first sentence
of
the second paragraph of the report should be revised to state:
"We
conducted our audits in accordance with the standards of the
Public
Company Accounting Oversight Board (United States)."  Please
discuss
with your auditor and revise the report accordingly.

2. We note your disclosure regarding the changes in accountants in
Item 8.  Please note that your disclosure does not meet the
requirements of Item 304 of Regulation S-B.  Based on your
disclosures, we believe that two separate filings under Item 4.01
of
Form 8-K are required.  The first 8-K relates to the change from
Michael Johnson & Co. to Joseph Mao, and the second 8-K relates to
the change from Joseph Mao back to Michael Johnson & Co.  Each
filing
will need to include a letter from the former accountant stating
its
agreement or disagreement with the matters discussed in the
filing.
Please see Item 304 of Regulation S-B and Item 4.01 of Form 8-K,
and
make the required filings as soon as possible, but no later than
May
12, 2005.  Lastly, please note that it is not necessary to amend
the
disclosures in the 10-KSB relating to the changes in accountants.

3. We note your disclosure under Item 8A that you completed your
most
recent evaluation of the effectiveness of your disclosure controls
and procedures "within 90 days of the date of this Annual Report
on
Form 10-KSB."  As Rule 13a-15 of the Exchange Act requires such
evaluation to be performed as of the end of each fiscal quarter,
please amend the Form 10-KSB to confirm your CEO and CFO concluded
that your disclosure controls and procedures were effective as of
the
end of the period covered by the report (December 31, 2004).
Additionally, please confirm supplementally that your future
evaluations will be performed as of the end of each fiscal
quarter.

4. Please file amended certifications for your CEO and CFO under
Section 302 of the Sarbanes-Oxley Act, which are Exhibits 31.1 and
31.2 to your Form 10-KSB.  Note that the certifications that were
filed with your 10-KSB are not compliant with Item 601 of
Regulation
S-B, because they exclude required disclosures relating to
internal
controls over financial reporting, and incorrectly refer to an
evaluation of disclosure controls and procedures within 90 days
prior
to the filing of the Annual Report.  Lastly, please note that the
date on the original certifications was incorrect.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the registrant and its management are
in
possession of all facts relating to a registrant`s disclosure,
they
are responsible for the accuracy and adequacy of the disclosures
they
have made.

      In connection with responding to our comments, please
provide,
in writing, a statement from the registrant acknowledging that:
* the registrant is responsible for the adequacy and accuracy of
the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the registrant may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      Please make appropriate revisions in response to these
comments.  Please furnish a cover letter with your revisions that
keys your responses to our comments and provides any requested
supplemental information.  Detailed cover letters greatly
facilitate
our review. These revisions and the letter should be filed on
EDGAR
no later than May 12, 2005.  Please understand that we may have
additional comments after reviewing your revisions and responses
to
our comments.

      You may contact Carlton Tartar at (202) 551-3387 if you have
questions regarding comments on the financial statements and
related
matters.

						Sincerely,

						Tia Jenkins
						Senior Assistant Chief Accountant
						Office of Emerging Growth Companies
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