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MAIL STOP 3561
      June 7, 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.
	Item 4.01 Form 8-K/A
      Filed May 31, 2005
	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.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with more
information so we may better understand your disclosure.  After
reviewing this information, we may 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 us at the telephone numbers listed
at
the end of this letter.

Form 8-K/A filed May 31, 2005
1. In your amended filing, it was disclosed that the predecessor
auditor`s audit opinion for the year ended December 31, 2003 "did
not
contain an adverse opinion or disclaimer of opinion, or was
modified
as to uncertainty, audit scope, or accounting principles."  Upon
review of your Form 10-KSB filed April 13, 2004, we noted the
audit
opinion for the years ended December 31, 2003 and 2002 was
modified
as to uncertainty.  Please amend your Form 8-K to disclose this
auditor opinion modification 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.

       As appropriate, please amend your filing and respond to
these
comments within five business days or tell us when you will
respond.
You may wish to provide us with marked copies of the amendment to
expedite our review.  Please furnish a cover letter with your
amendment that keys your responses to our comments and provides
any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please understand that we may have additional comments
after
reviewing your amendment and responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

      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 have any questions, please call me at (202) 551-3390.

							Sincerely,

							Brian K. Bhandari
							Staff Accountant

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Mr. Ru-hua Song
Top Group Holdings, Inc.
June 7, 2005
Page 2

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