SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                 --------------


                                    FORM 8-K

                                 CURRENT REPORT

                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                                 --------------



         Date of Report (Date of earliest event reported): May 10, 2005



                            TOP GROUP HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)


       Delaware                  000-1103640                  84-1482082
-------------------------    -----------------------    ----------------------
   (State or other               (Commission                (IRS Employer
   jurisdiction of               File Number)             Identification No.)
   incorporation)



                             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


          -------------------------------------------------------------
          (Former name or former address, if changed since last report)

<PAGE>

Item 4.01 Change of Independent Accountants

      (a) On December 28, 2004, we dismissed Joseph Mao, CPA ("Mao") of New Hyde
Park, New York as our independent public accountant. The decision to discontinue
our relationship with Mao was approved by our Board of Directors, was made
cooperatively with him and was based exclusively on the fact that we were
informed at that time that our independent public accountant was required to be
registered with the Public Company Accountant Oversight Board (the "PCAOB") and
that Mao was not registered with the PCAOB. On December 28, 2004, we retained
Michael Johnson & Co., LLC ("Johnson") of Denver, Colorado as our independent
public accountant. As previously disclosed, Johnson had served as the Company's
independent public accountant prior to the change in control of the Company on
January 16, 2003.

            During the two prior fiscal years and through the date of our
decision to appoint Johnson, there were no disagreements with Mao on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure which, if not resolved to Mao's satisfaction, would
have caused him to make reference to the subject matter of the disagreements in
connection with his report on our consolidated financial statements. We provided
Mao with a copy of this disclosure and requested that Mao furnish us with a
letter addressed to the Securities and Exchange Commission stating whether it
agrees with the above statements. A copy of Mao's letter, dated May 9, 2005, is
filed as Exhibit 16 to this Current Report on Form 8-K.

      (b) As discussed above, on December 28, 2004, we retained Johnson as our
independent public accountant. The decision to retain Johnson as our independent
public accountant was made by our Board of Directors on December 28, 2004. We
engaged Johnson to re-do an audit of our financial statements for the fiscal
years ended December 31, 2003 and to audit our financial statements for the year
ended December 31, 2004. During the year ended December 31, 2004 and through the
date of this Report, neither we nor anyone on our behalf has consulted with
Johnson regarding the application of accounting principles to a specific
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on our financial statements.


Item 9.01 Financial Statements and Exhibits

      The following exhibits are furnished with this report:

         Exhibit No.     Description

         16              Letter from Joseph Mao, CPA dated May 11, 2005.

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                              TOP GROUP HOLDINGS, INC.
                                              (Registrant)



Date:  May 11, 2005                           /s/ Ru-hua Song
                                              ---------------------------------
                                              Ru-hua Song
                                              Principal Executive Officer
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SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                 --------------

                                    FORM 8-K

                                 CURRENT REPORT

                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                                 --------------

         Date of Report (Date of earliest event reported): May 10, 2005

                            TOP GROUP HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

       Delaware                  000-1103640                  84-1482082
-------------------------    -----------------------    ----------------------
   (State or other               (Commission                (IRS Employer
   jurisdiction of               File Number)             Identification No.)
   incorporation)

                             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

          -------------------------------------------------------------
          (Former name or former address, if changed since last report)
Item 4.01 Change of Independent Accountants

      (a) On December 28, 2004, we dismissed Joseph Mao, CPA ("Mao") of New Hyde
Park, New York as our independent public accountant. The decision to discontinue
our relationship with Mao was approved by our Board of Directors, was made
cooperatively with him and was based exclusively on the fact that we were
informed at that time that our independent public accountant was required to be
registered with the Public Company Accountant Oversight Board (the "PCAOB") and
that Mao was not registered with the PCAOB. On December 28, 2004, we retained
Michael Johnson & Co., LLC ("Johnson") of Denver, Colorado as our independent
public accountant. As previously disclosed, Johnson had served as the Company's
independent public accountant prior to the change in control of the Company on
January 16, 2003.

            During the two prior fiscal years and through the date of our
decision to appoint Johnson, there were no disagreements with Mao on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure which, if not resolved to Mao's satisfaction, would
have caused him to make reference to the subject matter of the disagreements in
connection with his report on our consolidated financial statements. We provided
Mao with a copy of this disclosure and requested that Mao furnish us with a
letter addressed to the Securities and Exchange Commission stating whether it
agrees with the above statements. A copy of Mao's letter, dated May 9, 2005, is
filed as Exhibit 16 to this Current Report on Form 8-K.

      (b) As discussed above, on December 28, 2004, we retained Johnson as our
independent public accountant. The decision to retain Johnson as our independent
public accountant was made by our Board of Directors on December 28, 2004. We
engaged Johnson to re-do an audit of our financial statements for the fiscal
years ended December 31, 2003 and to audit our financial statements for the year
ended December 31, 2004. During the year ended December 31, 2004 and through the
date of this Report, neither we nor anyone on our behalf has consulted with
Johnson regarding the application of accounting principles to a specific
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on our financial statements.

Item 9.01 Financial Statements and Exhibits

      The following exhibits are furnished with this report:

         Exhibit No.     Description

         16              Letter from Joseph Mao, CPA dated May 11, 2005.
SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                              TOP GROUP HOLDINGS, INC.
                                              (Registrant)

Date:  May 11, 2005                           /s/ Ru-hua Song
                                              ---------------------------------
                                              Ru-hua Song
                                              Principal Executive Officer