Exhibit
3.8
 
 AMENDED
AND RESTATED
 BYLAWS
 OF
 SONGZAI INTERNATIONAL HOLDING GROUP,
INC.
 A
Nevada Corporation
  
  ARTICLE I
- OFFICE AND REGISTERED AGENT
 
 The
principal office of the corporation shall be located in Los Angeles, California.
The corporation may have other such offices, either within or without the state
of incorporation as the board of directors may designate or as the business of
the corporation may from time to time require. The name of the registered agent
of the corporation in the State of Nevada is Acorn Corporate
Services.
 
 
 ARTICLE
II - SHAREHOLDERS
 
 2.1            Annual
Meetings.  The annual meeting of the shareholders shall be held
on the 1st day of June in each year, beginning with the year 2002, for the
purpose of electing directors and for the transaction of such other business as
may come before the meeting. If the day fixed for the annual meeting shall be a
legal holiday, such meeting shall be held on the next succeeding business day.
In the event that such annual meeting is omitted by oversight or otherwise on
the date herein provided for, the directors shall cause a meeting in lieu
thereof to be held as soon thereafter as conveniently may be, and any business
transacted or elections held at such meeting shall be as valid as if transacted
or held at the annual meeting. If the election of directors shall not be held on
the date designated herein for any annual meeting of shareholders, or at any
adjournment thereof, the board of directors shall cause the election to be held
at a special meeting of shareholders as soon thereafter as may conveniently be
called. Such subsequent meeting shall be called in the same manner as is
provided for the annual meeting of shareholders.
 
 2.2            Special
Meetings.  Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute, may be called by
the president or by a majority of the directors, and shall be called by the
president at the written request of the shareholders of not less than sixty
percent of all the outstanding shares of the corporation entitled to vote at the
meeting.
 
 2.3            Place of
Meeting.  The directors may designate any place, either within
or without the State unless otherwise prescribed by statute, as the place of
meeting for any annual meeting or for any special meeting called by the
directors. A waiver of notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within or without the state unless
otherwise prescribed by statute, as the place for holding such meeting. If no
designation is made, or if a special meeting be otherwise called, the place of
meeting shall be the principal office of the corporation.
 
 2.4            Notice of
Meeting.  Written or printed notice stating the place, day and
hour of the meeting and, in case of a special meeting, the purpose or purposes
for which the meeting is called, shall be delivered not less that ten no more
than sixty days before the date of the meeting either personally or by mail, by
or at the direction of the president, or the secretary, or the officer or
persons calling the meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail, addressed to the shareholder
at his/her address as it appears on the stack transfer books of the corporation,
with postage thereon prepaid.
 
 2.5            Fixing of Record Date. For the purpose of determining shareholders entitled to notice or to
vote at any meeting of shareholders or any adjournment thereof, or shareholders
entitled to receive payment of any dividend, or in order to make a determination
of shareholders for any other proper purpose, the board of directors may fix in
advance a date as the record date for any such determination of shareholders,
such date in any case to be not more than 60 days and in case of a meeting of
shareholders not less than 10 days prior to the date on which the particular
action requiring such determination of shareholders is to be taken. If no record
date is fixed for the determination of shareholders entitled to notice or to
vote at a meeting of shareholders or shareholders to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the Board of Directors declaring such dividend is adopted, as
the case may be, shall be deemed the date of record for such determination of
shareholders. When a determination of persons entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof.
  
  2.6            Voting Lists.  The
officer or agent having charge of the stock transfer books for shares of the
corporation shall make a complete list of the shareholders, prior to such
meeting or any adjournment thereof. Such a list shall be arranged in
alphabetical order with the address of and the number of shares held by each
shareholder. This list shall be kept on file at the principal office of the
corporation and shall be subject to inspection by any shareholder at any time
during usual business hours. Such list shall also be produced and kept open at
the time and place of the meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting. The original stock transfer
book shall be prima facie evidence as to who the shareholders are, that are
entitled to examine such list or transfer books or to vote at the Meeting of
Shareholders.
 
 2.7            Quorum.  At any
meeting of shareholders, a majority of the outstanding shares of the corporation
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. If less than said number of the outstanding shares
is represented at a meeting, a majority of the shares so represented may adjourn
the meeting from time to time without further notice. At such adjourned meeting
at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified. The shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
 
 2.8            Proxies.At all meetings of stock holders, a shareholder may vote
by proxy executed in writing by the shareholder or by his duly authorized
attorney in fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting.
 
 2.9            Voting.  Each
shareholder entitled to vote in accordance with the terms and provisions of the
articles of incorporation and these Bylaws shall be entitled to one vote, in
person or by proxy, for each share of stock entitled to vote held by such
shareholders. Except as herein or in the Articles of Incorporation otherwise
provided, all corporate action shall be determined by a majority of the votes
cast at a meeting of shareholders by the holders of shares entitled to vote
thereon.
 
 2.10            Informal Action by
Shareholders.  Any action required to be taken at a meeting of
the shareholders, or any action which may be taken at a meeting of the
shareholders, may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by a majority of the shareholders
entitled to vote with respect to the subject matter thereof, provided that if
any greater proportion and voting power is required for such action, then such
greater proportion of written consents shall be required.
 
 
 ARTICLE
III - BOARD OF DIRECTORS
 
 3.1            General
Powers.  The business and affairs of the corporation shall be
managed by its board of directors. The directors shall in all cases act as a
board, and they may adopt such rules and regulations for the conduct of their
meetings and the management of the corporation, as they may deem proper, not
inconsistent with these Bylaws and the laws of this State.
 
 3.2            Number, Tenure and
Qualifications.  The number of directors for the board of
directors of the corporation shall be no less than three and no more than seven.
Each director shall hold office until the next annual meeting of shareholders
and until his successor shall have been elected and qualified. Directors need
not be residents of the State of Nevada or shareholders of the
corporation.
 
 3.3            Regular
Meetings.  Regular meetings of the directors shall be held
without other notice than these Bylaws immediately after, and at the same place
as, the annual meeting of shareholders. The directors may provide, by
resolution, the time and place for the holding of additional regular meetings
without other notice than such resolution. Directors may participate in a
meeting of the directors by means of conference telephone or similar
communications equipment by which all persons participating in the meeting can
hear each other and participation in a meeting under this subsection shall
constitute presence in person at the meeting, pursuant to Nevada Revised
Statute, Section 78.315.
  
  3.4            Special
Meetings.  Special meetings of the directors may be called by
or at the request of the president or any one director. The person or persons
authorized to call special meetings of the directors may fix the place for
holding any special meeting of the directors called by them. The secretary shall
give notice of the time, place and purpose or purposes of each special meeting
by mailing the same at least two days before the meeting or by telephoning or
telecopying or wiring the same at least one day before the meeting to each
director.
 
 3.5            Notice.  Notice of
any special meeting shall be given at least ten days previously thereto by
written notice delivered personally, or by telegram or mailed to each director
at his business address. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail so addressed, with postage thereon
prepaid. If notice be given by telegram company. The attendance of the director
at a meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened.
 
 3.6            Quorum.  A majority
of the directors shall constitute a quorum for the transaction of business, but
less than a quorum may adjourn any meeting from time to time until a quorum
shall be present, whereupon the meeting may be held, as adjourned, without
further notice. At any meeting at which every director shall be present, even
though without any notice, any business may be transacted.
 
 3.7            Manner of
Acting.  The act of the majority of the directors present at a
meeting at which a quorum is present shall be the act of the directors. Any
action required to be taken or which may be taken at a meeting of the directors
may be taken without a meeting if a consent in writing setting forth the action
so taken shall be signed by all the directors.
 
 3.8            Newly Created Directorships and
Vacancies.  Newly created directorships resulting from an
increase in the number of directors, and vacancies occurring in the board for
any reason except the removal of directors without cause, may be filled by a
vote of a majority of the directors then in office, although less than a quorum
exists. Vacancies occurring by reason of the removal of directors without cause
shall be filled by vote of the shareholders. A director elected to fill a
vacancy caused by resignation, death or removal shall be elected to hold office
for the unexpired term of his predecessor.
 
 3.9            Removal of
Directors.  Any or all of the directors may be removed for
cause by vote of the shareholders or by action by the board. Directors may be
removed without cause only by vote of the shareholders.
 
 3.10            Resignation.  A
director may resign at any time by giving written notice to the board, the
president or the secretary of the corporation. Unless otherwise specified in the
notice, the resignation shall take effect upon receipt thereof by the board or
such officer, and the acceptance of the resignation shall not be necessary to
make it effective.
 
 3.11            Compensation.  By
resolution of the board, the directors shall be paid their expenses, if any, of
attendance at each meeting of the board, and may be paid a fixed sum for
attendance at each meeting of the board or a stated salary as director. Nothing
herein contained shall be construed to preclude any director from serving the
corporation in any other capacity and receiving compensation
therefore.
 
 3.12             Presumption of
Assent.  A director of the corporation who is present at a
meeting of the directors at which action on any corporate matter is taken shall
be presumed to have assented to the action taken unless his dissent shall be
entered in the minutes of the meeting or unless he shall file his written
dissent to such action with the person acting as the secretary of the meeting
before the adjournment thereof or shall forward such dissent by registered mail
to the secretary of the corporation immediately after the adjournment of the
meeting. Such right to dissent shall not apply to a director who voted in favor
of such action.
 
 3.13            Executive and Other
Committees.  The board, by resolution, may designate from among
its members an executive committee and other committees, each consisting of
three or more directors. Each such committee shall serve at the pleasure of the
board.
  
  3.14            Chairman of the
Board.  The directors may elect from their own number a
chairman of the board, who shall preside at all meetings of the directors, and
shall perform such other duties as may be prescribed from time to time by the
board.
 
 
 ARTICLE
IV - OFFICERS
 
 4.1            Number.The officers of the corporation shall be a president, a
secretary and a treasurer, each of whom shall be elected by the directors. Such
other officers and assistant officers as may be deemed necessary may be elected
or appointed by the directors. In their discretion, the directors may leave
unfilled any office for any such period as they may determine except those of
president and secretary. Any two or more offices may be held by the same person.
Officers may or may not be directors or shareholders of the
corporation.
 
 4.2            Election and Term of
Office.  The officers of the corporation to be elected by the
directors shall be elected annually at the first meeting of the directors held
after each annual meeting of the shareholders. Each officer shall hold office
until his successor shall have been duly elected and shall have qualified or
until his death or until he shall resign or shall have been removed in the
manner hereinafter provided.
 
 4.3            Removal.  Any
officer or agent elected or appointed by the directors may be removed by the
directors
 whenever
in their judgment the best interests of the corporation would be served thereby,
but such removal shall be without prejudice to the contract rights, if any, of
the person so removed.
 
 4.4           Resignation.  Any
officer may resign at any time by delivering a written resignation either to the
board or to the president or to the secretary. Unless otherwise specified
therein, such resignation shall take effect upon delivery.
 
 4.5            Vacancies. A vacancy in any
office because of death, resignation, removal, disqualification or otherwise,
may be filled by appointment by the directors for the unexpired portion of the
term.
 
 4.6            President.  The
president shall be the chief executive officer (principal executive officer) of
the corporation and, subject to the control of the directors, shall in general
supervise and control all of the business and affairs of the corporation. He
shall, when present, preside at all meetings of the shareholders and, in the
absence of the chairman of the board, at meetings of the directors. He may sign,
with the secretary or any other proper officer of the corporation thereunto
authorized by the directors, certificates for shares of the corporation, any
deeds, mortgages, bonds, contracts, or other instruments which the directors
have authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the directors or by these Bylaws to some
other officer or agent of the corporation, or shall be required by law to be
otherwise signed or executed; and in general shall perform all duties incident
to the office of president and such other duties as may be prescribed by the
directors from time to time.
 
 4.7            Secretary.  In the
absence of the president or in event of his death, inability or refusal to act,
the secretary shall perform the duties of the president, and when so acting
shall have all the powers of and be subject to all the restrictions upon the
president. The secretary shall keep the minutes of the shareholders' and
directors' meetings in one or more books, see that all notices are duly given in
accordance with the provisions of these Bylaws or as required, be custodian of
the corporate records and of the seal of the corporation and keep a register of
the post office address of each shareholder which shall be furnished to the
secretary by such shareholder, have general charge of the stock transfer books
of the corporation and in general perform all duties incident to the officeof the secretary and such other duties as from time to time may be
assigned to him by the president or by the directors.
 
 4.8            Treasurer.  If
required by the directors, the treasurer shall give a bond for the faithful
discharge of his duties in such sum and with such surety or sureties as the
directors shall determine. He shall have charge and custody of and be
responsible for all funds and securities of the corporation; receive and give
receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with these Bylaws and in general perform all of the duties incident to the
office of treasurer and such other duties as from time to time may be assigned
to him by the president or by the directors.
  
  4.9           Other
Officers.  Such other officers as may be deemed necessary may
be elected or appointed by the board. These other officers shall perform such
duties and have such powers as may be assigned to them by the
board.
 
 4.10            Salaries.  The
salaries of the officers shall be fixed from time to time by the directors and
no officer shall be prevented from receiving such salary by reason of the fact
that he is also a director of the corporation.
 
 
 ARTICLE V
– CONTRACTS, LOANS, CHECKS, AND DEPOSIT
 
 5.1            Contracts.  The
directors may authorize any officer or officers, agent or agents, to enter into
any contract or execute and deliver any instrument in the name of and on behalf
of the corporation, and such authority may be general or confined to a specific
instance.
 
 5.2            Loans.  No loans
shall be contracted on behalf of the corporation and no evidences of
indebtedness shall be issued in its name unless authorized by a resolution of
the directors. Such authority may be general or confined to a specific
instance.
 
 5.3            Checks, Drafts, Etc.All
checks, drafts, or other orders for the payment of money, notes or other
evidences of indebtedness issues in the name of the corporation, shall be signed
by such officer or officers, agent or agents of the corporation and in such
manner as shall from time to time be determined by resolution of the
directors.
 
 5.4            Deposits.  All
funds of the corporation not otherwise employed shall be deposited from time to
time to the credit of the corporation in such banks, trust companies or other
depositaries as the directors may select.
 
 ARTICLE
V1 - CERTIFICATES FOR SHARES AND THEIR TRANSFER
 
 6.1            Certificates for
Shares.  Certificates representing shares of the corporation
shall be in such form as shall be determined by the directors. Such certificates
shall be signed by the president and by the secretary or by such other officers
authorized by law and by the directors, and sealed with the seal of the
corporation or a facsimile. The signatures of such officers upon a certificate
may be facsimiles if the certificate is countersigned by a transfer agent or
registered by a registrar other than the corporation itself or one of its
employees. All certificates for shares shall be consecutively numbered or
otherwise identified. The name and address of the shareholders, the number of
shares and date of issue, shall be entered on the stock transfer books of the
corporation. All certificates surrendered to the corporation for transfer shall
be canceled and no new certificate shall be issued until the former certificate
for a like number of shares shall have been surrendered and canceled, except
that in case of a lost, destroyed or mutilated certificate a new one may be
issued therefore upon such terms and indemnity to the corporation as the
directors may prescribe.
 
 6.2            Transfer of
Shares.
 
 (a) Upon
surrender to the corporation or the transfer agent of the corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment, or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled thereto, and
cancel the surrendered certificate; every such transfer shall be entered on the
transfer book of the corporation which shall be kept at its principal
office.
 
 (b) The
corporation shall be entitled to treat the holder of record of any share as the
holder in fact thereof, and, accordingly, shall not be bound to recognize any
equitable or other claim to or interest in such share on the part of any other
person whether or not it shall have express or other notice thereof except as
expressly provided by the laws of this state.
 
 6.3           Transfer Agent and Registrar.The directors shall have power to appoint one or more transfer agents and
registrars for the transfer and registration of certificates of stock of any
class, and may require that stock certificates shall be countersigned and
registered by one or more of such transfer agents and registrars.
  
  6.4           Lost or Destroyed
Certificates. The corporation may issue a new certificate to replace any
certificate theretofore issued by it alleged to have been lost or destroyed. The
board may require the owner of such a certificate or his legal representatives
to give the corporation a bond in such sum and with such sureties as the board
may direct to indemnify the corporation and its transfer agents and registrars,
if any, against claims that may be made on account of the issuance of such new
certificates. A new certificate may be issued without requiring any
bond.
 
 6.5           Consideration for
Shares.  The capital stock of the corporation shall be issued
for such consideration, but not less than the par value thereof, as shall be
fixed from time to time by the board.  In the absence of fraud, the
determination of the board as to the value of any property or services received
in full or partial payment of shares shall be conclusive.
 
 6.6           Fractional Shares.Notwithstanding anything else in these Bylaws, the corporation, if the
directors so resolve, will not be required to issue fractional shares in
connection with an amalgamation, consolidation, exchange or
conversion.  At the discretion of the directors, fractional interests
in shares may be rounded to the nearest whole number, with fractions of 1/2
being rounded to the next highest whole number, or may be purchased for
cancellation by the corporation for such consideration as the directors
determine. The directors may determine the manner in which fractional interests
in shares are to be transferred and delivered to the corporation in exchange for
consideration and a determination so made is binding upon all shareholders of
the corporation. In case shareholders having fractional interests in shares fail
to deliver them to the corporation in accordance with a determination made by
the directors, the corporation may deposit with the corporation's registrar and
transfer agent a sum sufficient to pay the consideration payable by the
corporation for the fractional interests in shares, such deposit to be set aside
in trust for such shareholders. Such setting aside is deemed to be payment to
such shareholders for the fractional interests in shares not so delivered which
will thereupon not be considered as outstanding and such shareholders will not
be considered to be shareholders of the corporation with respect thereto and
will have no right except to receive payment of the money so set aside and
deposited upon delivery of the certificates for the shares held prior to the
amalgamation, consolidation, exchange or conversion which result in fractional
interests in shares.
 
 
 ARTICLE
VII - FISCAL YEAR
 
 The
fiscal year of the corporation shall begin on the 1st day of January each
year.
 
 
 ARTICLE
VIII - DIVIDENDS
 
 The
directors may from time to time declare, and the corporation may pay, dividends
on its outstanding shares in the manner and upon the terms and conditions
provided by law.
 
 
 ARTICLE
IX - SEAL
 
 The
directors shall provide a corporate seal which shall be circular in form and
shall have inscribed thereon the name of the corporation, the state of
incorporation, year of incorporation and the words, "Corporate
Seal."
 
 
 ARTICLE X
- WAIVER OF NOTICE
 
 Unless
otherwise provided by law, whenever any notice is required to be given to any
shareholder or director of the corporation under the provisions of these Bylaws
or under the provisions of the articles of incorporation, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed
equivalent to the giving of such notice.
  
  ARTICLE
XI - AMENDMENTS
 
 The
holders of shares entitled at the time to vote for the election of directors
shall have the power to adopt, amend, or repeal the Bylaws of the corporation by
a vote of not less than a majority of such shares, and except as otherwise
provided by law, the board of directors shall have the power equal in all
respects to that of the shareholders to adopt amend, or repeal the Bylaws by a
vote of not less than a majority of the entire board.  However, any
By-Law adopted by the board of directors may be amended or repealed by a vote of
the holders of a majority of the shares entitled at the time to vote for the
election of directors.
 
 
 ARTICLE
XII - INDEMNIFICATION
 
 12.1           Indemnification.  No
officer or director shall be personally liable for any obligations arising out
of any acts or conduct of said officer or director performed for or on behalf of
the corporation. The corporation shall and does hereby indemnify and hold
harmless each person and his heirs and administrators who shall serve at any
time hereafter as a director or officer of the corporation from and against any
and all claims, judgments and liabilities to which such persons shall become
subject by reason of any action alleged to have been heretofore or hereafter
taken or omitted to have been taken by him as such director or officer, and
shall reimburse each such person for all legal and other expenses reasonably
incurred by him in connection with any such claim of liability; including power
to defend such person from all suits as provided for under the provisions of the
Nevada Corporation Laws; provided, however that no such person shall be
indemnified against, or be reimbursed for, any expense incurred in connection
with any claim or liability arising out of his own gross negligence or willful
misconduct. The rights accruing to any person under the foregoing provisions of
this section shall not exclude any other right to which he may lawfully be
entitled, nor shall anything herein contained restrict the right of the
corporation to indemnify or reimburse such person in any proper case, even
though not specifically herein provided for. The corporation, its directors,
officers, employees and agents shall be fully protected in taking any action or
making any payment or in refusing so to do in reliance upon the advice of
counsel.
 
 12.2           Other
Indemnification.  The indemnification herein provided shall not
be deemed exclusive of any other rights to which those seeking indemnification
may be entitled under any bylaw, agreement, vote of shareholders or
disinterested directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director, officer or
employee and shall inure to the benefit of the heirs, executors and
administrators of such a person.
 
 12.3           Insurance.  The
corporation may purchase and maintain insurance on behalf of any person who is
or was a director, officer or employee of the corporation, or is or was serving
at the request of the corporation in such capacity for another corporation,
partnership, joint venture, trust or other enterprise, against any liability
asserted against him and incurred by him in any capacity, or arising out of his
status as such, whether or not the corporation would have the power to indemnify
him against liability under the provisions of this Article XII or the laws of
this State.
 
 12.4           Settlement by
Corporation.  The right of any person to be indemnified shall
be subject always to the right of the corporation by its board, in lieu of such
indemnity, to settle any such claim, action, suit or proceeding at the expense
of the corporation by the payment of the amount of such settlement and the costs
and expenses incurred in connection therewith.
 
 
 ARTICLE
XIII - MISCELLANEOUS
 
 Unless,
and to the extent prohibited by law, the provisions contained in Sections 78.378
to 78.3793 of the Nevada General Corporation Law, relating to the inability of
an "acquiring person", as defined under such Sections, who acquires a
"controlling interest", as defined in such Sections, to exercise voting rights
on any "controlled shares", as defined in such Sections, unless such voting
rights are conferred by a majority vote of the disinterested shareholders of the
corporation, shall not apply to the corporation. As such, an acquirer of a
controlling interest in the corporation may vote the shares acquired, without
obtaining consent from the disinterested shareholders.
  
  Unless,
and to the extent prohibited by law, the provisions contained in Sections 78.411
to 78.444 of the Nevada General Corporation Law, relating to the inability of a
"resident domestic corporation", as defined by such Sections, from engaging in a
combination with an "interested shareholder", as defined by such Sections, for
three years following the interested shareholder's date of acquiring the shares
causing such shareholder to became an interested shareholder, without the prior
consent of the board of directors of such corporation, shall not apply to the
corporation.
 
 
 DATED,
this 13 day of October, 2008.
 
 CERTIFIED
TO BE THE BYLAWS OF SONGZAI INTERNATIONAL HOLDING GROUP, INC.
 
 /s/ Huan
Liu
 ____________________
 SECRETARY