EXHIBIT 32

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States
Code)

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and
(b) of section 1350, chapter 63 of title 18, United Stated Code), each of the
undersigned officers of TOP Group Holdings, Inc., a Delaware corporation (the
"Company"), does hereby certify, to such officer's knowledge, that:

The Quarterly report on Form 10-QSB for the three months period ended March 31,
2005 (the "Form 10-QSB") of the Company fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the
information contained in the Form 10-QSB fairly presents, in all material
respects, the financial condition and results of operations of the Company.


Dated:   May 10, 2005                           /s/ Song Ru-Hua
                                                --------------------------------
                                                Song Ru-Hua, President

Dated:   May 10, 2005                           /s/ Zhou Zong-Zheng
                                                --------------------------------
                                                Zhou Zong-Zheng, Treasurer


The foregoing certification is being furnished solely pursuant to section 906 of
the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter
63 of title 18, United States Code) and is not being filed as part of a separate
disclosure document.