SecProbe.io

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MAIL STOP 3561

      May 23, 2005

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

Re:	Top Group Holdings, Inc.
      Form 8-K filed 05/13/05
	File No. 000-32341

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 me at the telephone number listed
at
the end of this letter.

Form 8-K filed May 13, 2005
1. Please amend your Form 8-K to include required disclosures in
accordance with Item 304(a)(1)(ii) of Regulation S-B.
2. Please amend to file an updated letter from Joseph Mao, CPA, as
an
Exhibit 16 in accordance with Item 304(a)(3) of Regulation S-B.
This
letter should reflect their agreement or disagreement with any
disclosures in the amended Form 8-K filing.

      Please file your supplemental response and amendment via
EDGAR
in response to these comments within 5 business days after the
date
of this letter.  Please contact the staff immediately if you
require
longer than 5 business days to respond.

      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.

	If you should have a particular question in regard to this
letter, please contact the undersigned at 202-551-3390.

						Sincerely,

						Brian K. Bhandari
						Staff Accountant
						Office of Emerging Growth Companies
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