U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                  FORM 10-KSB/A

                                AMENDMENT NO. 1


[X]  ANNUAL  REPORT  UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934  for  the  year  ended  December  31,  2003

[ ]  TRANSITION  REPORT  UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT  OF  1934  for  the  transition  period  from  _______  to  ________

COMMISSION FILE NUMBER: 333-87992
---------------------------------

                    SONGZAI INTERNATIONAL HOLDING GROUP, INC.
                    -----------------------------------------
                         f/k/a Heritage Companies, Inc.
                        -------------------------------
        (Exact name of small business issuer as specified in its charter)


          Nevada                                       43-1932733
          ------                                       ----------
(State or other jurisdiction of             (IRS Employer identification No.)
incorporation or organization)


                  5628 Halifax Road,Arcadia, California 91007
                  -------------------------------------------
                    (Address of principal executive offices)

                                 (954) 975-5643
                                 --------------
                          (Issuer's telephone number)

Securities registered under Section 12(b) of the Exchange Act:

None.

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $.001 par value

Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 12 months (or for such shorter
period  that the registrant was required to file such reports), and (2) has been
subject  to  such  filing  requirements  for  the  past 90 days. Yes [x] No [  ]

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  contained in this form, and no disclosure will be contained, to
the  best  of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in  Part  III of this Form 10-KSB or an
amendment  to  this  Form  10-KSB.  [x]

State issuer's revenues for its most recent fiscal year: $29,038.

As  of  April  5,  2004, there were 68,503,748 common shares outstanding and the
aggregate  market  value  of  the common shares (based upon the closing price of
$1.30 reported by brokers) held by non-affiliates was approximately $68,337,976.

Transitional  Small  Business  Disclosure  Format  (check  one):  Yes[  ]  No[X]

Number of shares of common stock outstanding as of April 5, 2004:   68,503,748
Number of shares of preferred stock outstanding as of April 5, 2004:       -0-


                                     PART I
                                     ------


ITEM  1.  DESCRIPTION OF BUSINESS

     Songzai  International  Holding  Group,  Inc. ("SGZI" or the "Company") was
incorporated  in  the  State  of  Nevada on June 7, 2001 under the name Heritage
Companies,  Inc.  to  engage in any lawful corporate undertaking, including, but
not  limited  to  seeking  growth  through  business  acquisitions.

     On  February  1,  2001, the Company acquired 80% of Blair Consulting Group,
LLC  (Blair).  Prior to this acquisition, neither the Company nor its subsidiary
was  engaged  in  any  business  activities.

     During  2002,  the  Board  of Directors determined that it could expand its
operations  and  maximize  shareholder  value  by diversifying its business into
other  areas.  In  particular,  the Company reviewed the feasibility of entering
the  construction  materials industry and specifically to diversify its business
platform into the concrete brick manufacturing market. We were not successful in
finalizing  this  acquisition.

     In January 2003, former management resigned and was replaced by a new board
and  new  officers  and  directors  led by Rohit Patel.  Recognizing the need to
increase shareholder value, Mr. Patel's intent since assuming office was to seek
potential business opportunities and affect a Business Combination with a Target
Business  with significant growth potential which, in the opinion of management,
could  provide  a  profit  to  both  the  Company  and  our  shareholders.

     On  September  29,  2003,  the  Company  executed  a  Plan of Exchange (the
"Agreement"),  between and among the Company, Harbin Yong Heng Ke Ji Fa Zhan You
Xian  Ze Ren Gong Si, a corporation organized and existing under the laws of the
Peoples'  Republic  of  China  ("Yong Heng"), the shareholders of Yong Heng (the
"Yong  Heng  Shareholders"),  and  Rohit  Patel,  Chairman  of  the  Registrant
("Patel").

     Pursuant to and at the closing of the Agreement, the Yong Heng Shareholders
exchanged  all  their  shares  of  capital stock for 67,000,000 shares of common
stock  of  the  Company, or 98.4% of the Company's then to be outstanding common
stock.  Upon  completion  of  the  exchange,  Yong  Heng  became  a wholly-owned
subsidiary  of the Company. An executed copy of the Agreement is attached hereto
as  Exhibit  10.1

     Prior  to  the  consummation  of  the  transactions  contemplated  by  the
Agreement,  Mr.  Patel was the controlling stockholder of the Registrant, owning
1,188,088  shares of common stock, or 51.8% of the issued and outstanding shares
of  common  stock.  As  part  of the transaction he contributed, in exchange for
three  payments  totaling  $450,000  by  Yong  Heng  and  /or  the  Yong  Heng
Shareholders,  his  1,188,088  shares  of common stock that he owned back to the
Company  for  cancellation.

     The  Company  filed  a  report on Form 8-K with the Securities and Exchange
Commission on September 30, 2003 reporting the acquisition. On November 5, 2003,
the  Company  changed  its  name  from  Heritage  Companies,  Inc.  to  Songzai
International  Holding  Group,  Inc.

     Songzai  intends  to seek opportunities demonstrating the potential of long
term  growth  primarily  in  the Peoples' Republic of China; however, we reserve
the  right  to  acquire  a Target Business located primarily elsewhere. While we
may, under certain circumstances, seek to affect Business Combinations with more
than  one Target Business, as a result of our limited resources, we will, in all
likelihood,  have  the  ability to affect only a single Business Combination. We
may  affect  a  Business  Combination  with  a  Target  Business  which  may  be
financially  unstable  or in its early stages of development or growth.  We will
not  restrict  our  search  to  any  specific business, industry or geographical
location,  and we may participate in a business venture of virtually any kind or
nature.  Our management may become involved in management of the Target Business
and/or  may  hire  qualified  but as yet unidentified individuals to manage such
Target  Business.

     Due  to  our  limited  capital  resources,  the  consummation of a Business
Combination  will  likely involve the acquisition of, or merger or consolidation
with,  a  company  that  does  not need substantial additional capital but which
desires to establish a public trading market for its shares, while avoiding what
it  might  deem  to be the adverse consequences of undertaking a public offering
itself, such as the time delays and significant expenses incurred to comply with
the  various  federal  and  state  securities  laws that regulate initial public
offerings.  A  Target  Business  might  desire, among other reasons, to create a
public  market  for  their  shares  in  order  to  enhance liquidity for current
shareholders,  facilitate  raising capital through the public sale of securities
of  which a prior existence of a public market for our securities exists, and/or
acquire  additional  assets  through  the issuance of securities rather than for
cash.

     Since the acquisition of Yong Heng, the Company has continued operating
this subsidiary, which has been in the development stage since inception and has
very limited operations to date due to a lack of capital.

     Yong  Heng  is  an  information  technology  corporation which provides its
clients  with  services  in connection with personal networking on the Internet.
Yong  Heng  also  provides  e-commerce  business  services  via a self-developed
website  and  is  expanding  its  client  base  by  selling  memberships.

     Yong Heng's executive offices are located at 178 Hua Shan Rd, Nan Gang Qu,
Harbin, PRC 150090.

     The  Company's  financial  statements  are  stated in United States Dollars
(US$)  and  are  prepared  in  accordance  with United States Generally Accepted
Accounting  Principles.  In  this Annual Report, unless otherwise specified, all
dollar  amounts  are  expressed  in  United  States  Dollars.

     After  the  acquisition  of  Yong  Heng,  we still seek to acquire a Target
Business  without  limiting  ourselves  to  a  particular industry. For example,
management  has  experience in the coal mining industry and the current economic
outlook suggests that there are still opportunities for growth in this industry.
Due  to  our  knowledge  of  many  Chinese  markets,  the location of our Target
Business  is  not limited to the United States. In seeking a Target Business, we
will consider, without limitation, businesses which offer or provide services or
develop,  manufacture or distribute goods in the United States or abroad. We are
only  able  to  make  general  disclosures  concerning  the risks and hazards of
effectuating  a  Business  Combination  with  a  Target  Business since there is
presently  no  current  basis for us to evaluate the possible merits or risks of
the  Target  Business  or  the  particular  industry  in which we may ultimately
operate.  Any  Target Business that is selected will be required to have audited
financial  statements  within  75  days  of  the  commencement  of  the Business
Combination.

     To  the  extent  that  we  affect a Business Combination with a financially
unstable  company  or  an  entity  in  its  early stage of development or growth
(including  entities  without established records of sales or earnings), we will
become  subject  to  numerous  risks  inherent in the business and operations of
financially  unstable and early stage or potential emerging growth companies. In
addition,  to  the  extent  that  we affect a Business Combination with a Target
Business  in  an  industry characterized by a high level of risk, we will become
subject  to  the  currently unascertainable risks of that industry. An extremely
high  level of risk frequently characterizes certain industries which experience
rapid  growth.  Although management will endeavor to evaluate the risks inherent
in  a particular industry or Target Business, there can be no assurances that we
will  properly  ascertain  or  assess  all  significant  risk  factors.

     Presently,  the  Company  has  signed  a  Purchase  and Sale Agreement (the
"Agreement")  with  the  Company's  Chairman,  Hong  Wen  Li,  and Songzai Metal
Products,  Ltd., a corporation organized under the laws of the People's Republic
of  China, to acquire a non-operating coal mine formerly known as Heihe Jinchang
coal  mine.  A  copy  of  the  Agreement is attached as Exhibit 10 to a Form 8-K
filed  by  the  Company  with the Commission on April 8, 2004.  The Company will
file  a  Current  Report on Form 8-K with the Securities and Exchange Commission
reporting  the  closing of the Agreement, as well as an Information Statement on
Schedule  14F-1  ten  days  prior to the change of control of the Company, which
will  occur  as  promptly  as  practicable after the closing in escrow under the
Agreement.  A  change  of  control of the Company will result from the number of
shares  of  capital  stock  that  will be issued to Hong Wen Li, Chairman of the
Company,  in  connection  with  the  acquisition  of  the  Jinchang  coal  mine.

     Upon  consummation  of  the  purchase transaction, the Company will acquire
rights  to approximately 3,157,000 tons of recoverable coal at a maximum rate of
150,000  tons  per  year.  The  Company  has  agreed  to issue 400,000 shares of
convertible  preferred  stock  to  Mr.  Li  (or  entities  which he controls) in
connection  with  this  coal  acquisition.  Each  share of convertible preferred
stock  has  100  votes  on  all matters to be considered by stockholders, and is
convertible  into  100  shares  of  common  stock  of  the  Company.

     We  are  a  Nevada  corporation. We are a fully-reporting 1934 Act company,
with  our  common  stock  quoted  on the Over the Counter Bulletin Board (OTCBB)
under  the  trading  symbol  'SGZI.'

COMPETITION

     We  expect  to  encounter  intense competition from other entities having a
business objective similar to ours.  Many of these entities are well-established
and  have  extensive  experience  in  connection  with identifying and effecting
business  combinations directly or through affiliates. Many of these competitors
possess  greater  financial, marketing, technical, personnel and other resources
than  us and there can be no assurances that we will have the ability to compete
successfully. Our financial resources will be extremely limited in comparison to
those  of  many  of  our competitors. This inherent competitive limitation could
compel  us  to  select  certain less attractive Target Businesses for a Business
Combination.   There  can  be  no  assurances  that  such Target Businesses will
permit  us to meet our stated business objective.  Management believes, however,
that  our  status  as  a  reporting  public  entity  could give us a competitive
advantage  over  privately  held entities having a similar business objective to
ours  in  acquiring  a  Target  Business  with  significant  growth potential on
favorable  terms.

UNCERTAINTY OF COMPETITIVE ENVIRONMENT OF TARGET BUSINESS

     In  the event that we succeed in effecting a Business Combination, we will,
in all likelihood, become subject to intense competition from competitors of the
Target Business. In particular, certain industries which experience rapid growth
frequently  attract  an  increasingly  larger  number  of competitors, including
competitors  with increasingly greater financial, marketing, technical and other
resources  than  the  initial  competitors  in  the  industry.  The  degree  of
competition  characterizing  the  industry  of  any  prospective Target Business
cannot  presently be ascertained. There can be no assurances that, subsequent to
a  Business  Combination,  we  will  have  the resources to compete effectively,
especially  to the extent that the Target Business is in a high-growth industry.

EMPLOYEES

     We have no full time employees working in the United States. Our President,
Li,  Hong  Jun  serves  on  a  part  time  basis.  We expect to use consultants,
attorneys  and  accountants as necessary, and do not anticipate a need to engage
any  full-time  employees  so  long  as  we  are  seeking  and evaluating Target
Businesses.  The  need for employees and their availability will be addressed in
connection  with  the  decision  whether  or  not to acquire or participate in a
specific  Business  Combination.

ENVIRONMENTAL  LAW  COMPLIANCE

     There  are  no current existing environmental concerns for our products and
services. If this changes in the future, we make every effort to comply with all
such  applicable  regulations.

ADDITIONAL  FINANCING

     The  Company  may  need  to  raise  additional  funds  to  meet  operating
requirements  in  the  future.  If  the  Company raises additional funds through
issuance  of  equity related or debt securities, such securities may have rights
to  the  Company's  common  stock, such as warrants or options. Shareholders may
experience  additional  dilution  from exercise of these equity instruments. The
Company  cannot  be  certain  that  additional  financing will be available when
required  or  at  all.  (See  Liquidity  and  Capital  Resources  for  further
discussion).

ITEM  2.  PROPERTIES

     We  do  not  own  any  property as of December 31, 2003.  Presently, we are
operating  out  of  offices in our president's residence in Arcadia, California.
We  occupy  200 square feet. This space is currently adequate for us. We plan to
rent  an  office during 2004 for our operations. We pay no rent to our president
for  use  of  this  space.  In  addition  we have no written agreement or formal
arrangement  with  our  president  pertaining to the use of this space. No other
businesses  operate  from  this  office.

ITEM  3.  LEGAL  PROCEEDINGS

     We  are  not aware of any pending or threatened legal proceedings, in which
we  are  involved.  In  addition,  we are not aware of any pending or threatened
legal  proceedings  in which entities affiliated with our officers, directors or
beneficial  owners  are  involved

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

None.


                                    PART II
                                    -------


ITEM  5.  MARKET  FOR  THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER
          MATTERS

(a)  The  principal  market  in  which  our  common  stock  is  traded  is  the
     Over-the-Counter  Bulletin Board. The table below presents the high and low
     bid  price for our common stock each quarter since its initial quotation in
     2003  and reflects inter-dealer prices, without retail markup, markdown, or
     commission,  and  may  not  represent  actual transactions. We obtained the
     following  information  from  brokers  who make a market in our securities.


                          Bid
                          ---
Quarter Ended         Low     High
-------------         ---     ----

12/31/03*             .12      .40

(b)  Holders.  The  approximate  number  of  holders  of record of the Company's
     Common  Stock  as  of  April  5,  2004  was  1,440.

(c)  The  Company  has  not  paid  dividends from inception to date and does not
     currently  intend  to  do  so.

*    No  trading  prior  to  this  date.

Penny  Stock  Characterization

     Our  Shares  are  "penny  stocks"  within  the  definition  of that term as
contained  in  the  Securities  Exchange Act of 1934, which are generally equity
securities  with  a price of less than $5.00. Our shares will then be subject to
rules  that  impose  sales  practice  and  disclosure  requirements  on  certain
broker-dealers who engage in certain transactions involving a penny stock. These
will  impose  restrictions  on  the  marketability  of  the  common  stock.

     Under  the  penny stock regulations, a broker-dealer selling penny stock to
anyone  other  than an established customer or "accredited investor" must make a
special  suitability  determination  for  the  purchaser  and  must  receive the
purchaser's  written  consent  to  the transaction prior to the sale, unless the
broker-dealer is otherwise exempt.  Generally, an individual with a net worth in
excess  of  $1,000,000  or  annual  income  exceeding  $200,000  individually or
$300,000  together  with his or her spouse is considered an accredited investor.
In  addition,  unless  the broker-dealer or the transaction is otherwise exempt,
the  penny  stock regulations require the broker-dealer to deliver, prior to any
transaction  involving  a  penny  stock,  a  disclosure schedule prepared by the
Securities  and  Exchange  Commission  relating  to  the  penny stock market.  A
broker-dealer  is  also  required  to  disclose  commissions  payable  to  the
broker-dealer  and  the  Registered  Representative  and  current  bid and offer
quotations  for  the securities. In addition a broker-dealer is required to send
monthly statements disclosing recent price information with respect to the penny
stock  held  in  a  customer's  account,  the  account's  value  and information
regarding the limited market in penny stocks.  As a result of these regulations,
the  ability  of  broker-dealers  to  sell  our  stock may affect the ability of
selling  security holders or other holders to sell their shares in the secondary
market.  In  addition,  the  penny stock rules generally require that prior to a
transaction  in  a  penny  stock,  the  broker-dealer  make  a  special  written
determination  that  the  penny stock is a suitable investment for the purchaser
and  receive  the  purchaser's  written  agreement  to  the  transaction.

     These  disclosure requirements may have the effect of reducing the level of
trading activity in the secondary market for a stock that becomes subject to the
penny  stock  rules. These additional sales practice and disclosure requirements
could  impede  the  sale  of  our  securities, if our securities become publicly
traded.  In  addition,  the  liquidity  for  our  securities  may  be  adversely
affected,  with  concomitant adverse affects on the price of our securities. Our
shares  may  someday  be  subject to such penny stock rules and our shareholders
will,  in  all  likelihood,  find  it  difficult  to  sell  their  securities.

     We  have  no  outstanding  options  and  no  outstanding  warrants.

ITEM  6.  MANAGEMENT'S DISCUSSION AND ANALYSIS

Introduction

     The  discussion  contained  in  this  prospectus  contains "forward-looking
statements"  that  involve  risk  and  uncertainties.  These  statements  may be
identified  by  the  use  of  terminology such as "believes", "expects",  "may",
"will", or "should", or "anticipates", or expressing this terminology negatively
or similar expressions or by discussions of strategy.  The cautionary statements
made  in  this  prospectus  should  be  read  as being applicable to all related
forward-looking  statements  wherever they appear in this prospectus. Our actual
results  could  differ  materially  from  those  discussed  in  this prospectus.
Important  factors  that  could  cause or contribute to such differences include
those  discussed  under  the  caption  entitled "risk factors," as well as those
discussed  elsewhere  in  this  prospectus.

     We  were  incorporated  in  Nevada  on June 7, 2001 to engage in any lawful
corporate  undertaking,  including,  but  not  limited to seeking growth through
business  acquisitions.  Currently, our revenue streams come from Yong Heng, our
wholly-owned  subsidiary  which was acquired on December 16, 2003. Yong Heng has
commenced  its  business in e-commerce, currently providing sales of gift cards.
Moreover,  membership  subscriptions  are  another income source. Because of the
initial  set  up  cost  and  the  relatively small membership base, Yong Heng is
expected  to  incur  an  operating loss at least through 2004. After the initial
losses,  we  will  attempt  to  expand the Company within the fast-growing Asian
markets.

Selected financial data
-----------------------

                                  Year Ended December 31
                                  ----------------------
                                           2003
                                        ----------
Net Sales                               $   29,038
Net Loss                                   (28,882)
Net Loss per Common Share                       --
Weighted Average                        67,150,511
Common Shares Outstanding               68,103,748

                                    As of  December 31,
                                  ----------------------
                                           2003
                                        ----------
Total Assets                            $  325,179
Working Capital                            137,413
Shareholders' Equity                       162,718

No  dividends  have  been  declared  or  paid  for any of the periods presented.

Results  of  Operations
-----------------------

     For the period of inception (September 12, 2003) through December 31, 2003.

Sales.

     Yong  Heng  currently  carries  its  business  in  e-commerce. The sales of
$29,038 for the period ending December 31, 2003 were primarily from the sales of
gift  cards.

Cost  of  Goods  Sold.

     The  cost  of  goods  sold  includes  the  purchase price for our cards and
accessories  plus  other  direct  costs  associated  with  making  the  products
available  for  resale.  It is customary to experience variations in the cost of
sales  as  a  percentage  of  net  sales  based  on  the types of products sold.

     The cost of goods sold for the period ending December 31, 2003 was $11,052.
Cost  of  sales  as  a  percentage  of  sales  was  38%  for  2003.

     We  expect cost of sales as a percentage of sales to decrease to around 30%
of  total  sales  for  fiscal year 2004 as new products with better margins have
been  developed.  For  example,  we  are  seeking  for the co-operation with the
qualified gifts suppliers to diversify our products. If we can successfully grow
our revenues through sales of these higher margin products, our cost of sales as
a  percentage  of  sales  should be lower in future periods. In addition, volume
discounts will be available to us if we are successful in achieving sales growth
in  the  future,  which will further reduce our cost of sales as a percentage of
sales.

Expenses.

     Selling, general and administrative expenses for the period ending December
31,  2003  were $46,848. The expenses were primarily attributable to the initial
set  up  costs  and  website  creation.

     We  expect  increases  in expenses through the year 2004 as we move towards
developing  our business plan and with the acquisition of the non-operating coal
mine  formerly  known as Heihe Jinchang coal mine in PRC. We expect the increase
to  be primarily in sales related expenses such as advertising and salespersons'
salaries.

Income  /  Losses.

     Net  loss  for  the year ending December 31, 2003 was $28,882. The net loss
was  primarily  attributable  to  general  operating expenses for the period. We
expect to continue to incur losses at least through 2004. In addition, there can
be  no  assurance  that  we  will  achieve or maintain profitability or that our
revenue  growth  can  be  sustained  in  the  future.

Impact  of  Inflation.

     We  believe  that inflation has had a negligible effect on operations since
inception.  We  believe that we can offset inflationary increases in the cost of
labor  by  increasing  sales  and  improving  operating  efficiencies.

Liquidity  and  Capital  Resources
----------------------------------

     Cash  flows used in operating activities were $97,060 for the period ending
December  31,2003.  Cash  flows  used  in  2003 were primarily for inventory and
accounts  receivable  of  $68,687  and  $1,238,  respectively.

     Cash  flows  provided  by financing activities were $176,701 for the period
ending  December 31, 2003. Cash flows for the 2003 included $111,143 in proceeds
from  related  party  loan,  and  $241,600  in proceeds from issuances of common
stock,  partially  offset  by  $176,042  of  loans  to  related  parties.

     Overall,  we have funded our cash needs from inception through December 31,
2003  with  a  series  of  debt  and equity transactions, primarily with related
parties.  If  we are unable to receive additional cash from our related parties,
we  may  need  to  rely on financing from outside sources through debt or equity
transactions.  Our  related  parties are under no legal obligation to provide us
with  capital  infusions. Failure to obtain such financing could have a material
adverse  effect  on  operations  and  financial  condition.

     We had cash on hand of $53,907 and a working capital surplus of $137,413 as
of  December  31,  2003.  Our  working  capital  surplus  is primarily due to an
increase in current assets from the prior period and a new related party loan in
2003.  We will substantially rely on the existence of revenue from our business;
however, in absence of significant revenues, we believe our capital reserves can
sustain our business for the next 12 months. This is based on current cash flows
from  operations  and projected revenues. Modifications to our business plans or
diversify  our  business  in different industries may require additional capital
for  us  to  operate.  There can be no assurance that additional capital will be
available  to  us  when  needed  or available on terms favorable to our Company.

     On  a long-term basis, liquidity is dependent on continuation and expansion
of operations, receipt of revenues, and additional infusions of capital and debt
financing.  We  are  considering  expanding  our  business  into the coal mining
industry  through  the acquisition of the non-operating coal mine formerly known
as  the  Heihe  Jinchang  coal  mine  in  PRC during the first half of 2004. Our
current  capital  and  revenues  are  insufficient to fund such expansion. If we
choose  to launch such an expansion campaign, we will require substantially more
capital.  We  may  need  funds  from a follow on stock offering or bank debt, if
available,  to market our products and services as well as expand operations and
contribute  to  working capital. However, there can be no assurance that we will
be  able to obtain additional equity or debt financing in the future, if at all.
If  we  are  unable  to  raise  additional capital, our growth potential will be
adversely  affected  and  we  will  have  to significantly modify our plans. For
example,  if  we  are unable to raise sufficient capital to develop our business
plan,  we  may  need  to:

-    Curtail  development  of  the  Jinchang  coal  mine
-    Forego  or  postpone  future  acquisitions,  or
-    Limit  our  future  marketing efforts to areas that we believe would be the
     most  profitable.

     Demand  for  our  products  and  services will be dependent on, among other
things,  market  acceptance  of  our  products, such as our gift cards and other
related  products.  Our  business  operations  may  be adversely affected by our
competitors  and  prolonged  recessionary  periods.

     Our  success will be dependent upon implementing our plan of operations and
the risks associated with our business plans. We plan to strengthen our position
in  our  markets.  We  also  plan  to expand our operations through aggressively
marketing  our  products  the  Company's  concept.

ITEM  7.  FINANCIAL  STATEMENTS


                         INDEPENDENT  AUDITORS'  REPORT
                         ------------------------------


To  the  Board  of  Directors
Songzai  International  Holding  Group,  Inc.
5628  Halifax  Road
Arcadia,  California  91007

     We  have  audited  the  accompanying  consolidated balance sheet of Songzai
International Holding Group, Inc. and subsidiary as of December 31, 2003 and the
related consolidated statement of operations, consolidated stockholders' equity,
and  consolidated cash flows for the period of inception (September 12, 2003) to
December  31,  2003.  These  consolidated  financial  statements  are  the
responsibility  of the Company's management. Our responsibility is to express an
opinion  on  these  consolidated  financial  statements  based  on  our  audit.

     We  conducted  our  audit  in  accordance with auditing standards generally
accepted  in  the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are free from material misstatement. An audit includes examining, on
a  test  basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial statement presentation. We believe that our audit provide a reasonable
basis  for  our  opinion.

     In  our  opinion,  the  consolidated financial statements referred to above
present  fairly,  in  all  material  respects, the financial position of Songzai
International  Holding  Group,  Inc. and subsidiary as of December 31, 2003, and
the  results  of  its  operations and its cash flows for the period of inception
(September  12,  2003)  to  December  31,  2003  in  conformity  with accounting
principles  generally  accepted  in  the  United  States  of  America.



/s/ Perrella & Associates
-------------------------
Perrella & Associates, P.A.



Pompano  Beach,  Florida
April  9,  2004
<PAGE>


<TABLE>
<CAPTION>

            SONGZAI INTERNATIONAL HOLDING GROUP, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                              AT DECEMBER 31, 2003
=================================================================================
<S>                                                                 <C>

                                     ASSETS
                                     ------

CURRENT ASSETS
--------------
   Cash and cash equivalents                                        $      53,907
   Accounts receivable                                                      1,238
   Receivable, related parties loans                                      176,042
   Inventory                                                               68,687
                                                                    -------------
      TOTAL CURRENT ASSETS                                                299,874
                                                                    -------------

PROPERTY AND EQUIPMENT
----------------------
   Machinery & equipment                                                   25,734
   Accumulated depreciation                                                  (429)
                                                                    -------------
      NET PROPERTY AND EQUIPMENT                                           25,305
                                                                    -------------

      TOTAL ASSETS                                                  $     325,179
                                                                    =============


                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

CURRENT LIABILITIES
-------------------
   Taxes payable                                                    $       1,318
   Loan, related party                                                    111,143
   Convertible note payable                                                50,000
                                                                    -------------
      TOTAL CURRENT LIABILITIES                                           162,461
                                                                    -------------

STOCKHOLDERS' EQUITY
--------------------
   Common stock ($0.001 par value, 200,000,000
     shares authorized: 68,103,748 issued and
     outstanding)                                                          68,104
   Additional paid-in-capital                                             123,496
   Accumulated deficit                                                    (28,882)
                                                                    -------------
      TOTAL STOCKHOLDERS' EQUITY                                          162,718
                                                                    -------------

      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                    $     325,179
                                                                    =============



The  accompanying  notes  are  an  integral part of these consolidated financial
statements

</TABLE>



<TABLE>
<CAPTION>

            SONGZAI INTERNATIONAL HOLDING GROUP, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENT OF OPERATIONS
      FOR THE PERIOD OF INCEPTION (SEPTEMBER 12, 2003) TO DECEMBER 31, 2003
=================================================================================
<S>                                                                 <C>


REVENUES:
---------
   Sales                                                            $      29,038
   Cost of goods sold                                                     (11,052)
                                                                    -------------
      GROSS PROFIT                                                         17,986

SELLING, GENERAL AND ADMINISTRATIVE:                                       46,868
                                                                    -------------

      NET INCOME (LOSS)                                             $     (28,882)
                                                                    =============

   Basic and fully diluted net loss per common share                $           -
                                                                    =============

   Basic and fully diluted weighted average shares                     67,150,511
                                                                    =============

</TABLE>


<TABLE>
<CAPTION>

                  SONGZAI INTERNATIONAL HOLDING GROUP, INC. AND SUBSIDIARY
                       CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
             FOR THE THE PERIOD OF INCEPTION (SEPTEMBER 12, 2003) TO DECEMBER 31, 2003
========================================================================================================


                                         Common     Common        Additional
                                         Stock      Shares        Paid-in        Accumulated    Totals
                                                    $ 0.001 Par   Capital        Deficit
                                       ----------   -----------   ----------     -----------   ---------
<S>                                    <C>          <C>           <C>            <C>           <C>


Issuances of common stock at
  inception September 12, 2003         67,000,000   $    67,000   $  174,600     $         -   $ 241,600

Issuances of common stock in
  reverse merger                        2,291,836         2,292       (2,292)              -           -

Treasury stock purchased and
  retired                              (1,188,088)       (1,188)    (448,812)              -    (450,000)

Contributed capital                             -             -      400,000               -     400,000

   Net loss for the period                      -             -            -         (28,882)    (28,882)
                                       ----------   -----------   ----------     -----------   ---------

     Balances, December 31, 2003       68,103,748   $    68,104   $  123,496     $   (28,882)  $ 162,718
                                       ==========   ===========   ==========     ===========   =========



The  accompanying  notes  are  an  integral part of these consolidated financial
statements

</TABLE>



<TABLE>
<CAPTION>

            SONGZAI INTERNATIONAL HOLDING GROUP, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENT OF CASH FLOWS
      FOR THE PERIOD OF INCEPTION (SEPTEMBER 12, 2003) TO DECEMBER 31, 2003
=================================================================================
<S>                                                                 <C>


CASH FLOWS FROM OPERATING ACTIVITIES:
-------------------------------------
   Net income (loss)                                                $     (28,882)
   Adjustments to reconcile net loss to net
     cash provided by (used in) operating activities:
      Depreciation                                                            429
     (Increase) decrease in operating assets:
         Accounts receivable                                               (1,238)
         Inventory                                                        (68,687)
      Increase (decrease) in operating liabilities:
         Taxes payable                                                      1,318
                                                                    -------------


         NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES              (97,060)
                                                                    -------------

CASH FLOWS FROM INVESTING ACTIVITIES
------------------------------------
   Purchase of machinery & equipment                                      (25,734)
                                                                    -------------
         NET CASH (USED IN) INVESTING ACTIVITIES                          (25,734)
                                                                    -------------

CASH FLOWS FROM FINANCING ACTIVITIES
------------------------------------
   Proceeds from loan, related party                                      111,143
   Loans to related parties                                              (176,042)
   Proceeds from issuances of common stock                                241,600
                                                                    -------------
         NET CASH PROVIDED BY FINANCING ACTIVITIES                        176,701
                                                                    -------------

         NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS              53,907

CASH AND CASH EQUIVALENTS:
--------------------------
   Beginning of year                                                            -
                                                                    -------------

   End of period                                                    $      53,907
                                                                    =============

Supplemental disclosures of cash flow information:
   Cash paid for interest and income taxes                          $           -
                                                                    -------------

Supplemental disclosures of noncash financing activities:
   Issued a note payable for the purchase of treasury stock         $      50,000
                                                                    -------------



The  accompanying  notes  are  an  integral part of these consolidated financial
statements

</TABLE>



            SONGZAI INTERNATIONAL HOLDING GROUP, INC. AND SUBSIDIARY
                   Notes to Consolidated Financial Statements
                                December 31, 2003
================================================================================


1.   ORGANIZATION  AND  NATURE  OF  BUSINESS

     The  Company was incorporated under the laws of the State of Nevada on June
7,  2001  as Heritage Companies, Inc. ("HTAG"). On November 5, 2003, the name of
the  Company  was  changed to Songzai International Holding Group, Inc ("SGZI or
Company").

     On  December  16,  2003,  the Company acquired 100% of the capital stock of
Harbin  Yong  Heng  Ke  Ji  Fa  Zhan  You  Xian  Ze Ren Gong Si ("Yong Heng"), a
corporation  organized  under  the laws of the P.R. China ("PRC"), pursuant to a
Share  Exchange  Agreement  dated  September 29, 2003. The Yong Heng subsidiary,
incorporated  in  the  PRC  on September 12, 2003, has commenced its business in
e-commerce,  currently  providing  sales  of  gift  cards.


2.   BASIS  OF  PRESENTATION  -  REVERSE  MERGER

     On  December  16,  2003,  SGZI  consummated  an  agreement with Yong Heng a
Peoples Republic of China corporation, pursuant to which Yong Heng exchanged its
2,000,0000  RMB  capital ($241,600) for 67,000,000 shares of the common stock of
SGZI.  In addition, Yong Heng paid $450,000 to a Songzai shareholder to purchase
and  retire 1,188,088 shares of the Company's common stock. The HTAG shareholder
received  $400,000  and  transferred  a  $50,000  note payable to the Company in
satisfaction  of  the  purchase  price.  As  a  result  of  the  agreement,  the
transaction  was  treated  for  accounting  purposes  as a reorganization by the
accounting  acquirer  (Yong  Heng)  and  as a recapitalization by the accounting
acquiree  (SGZI).

Accordingly,  the  financial  statements  include  the  following:

(a)  The  balance sheet consists of the net assets of the acquirer at historical
     cost  and  the  net  assets  of  the  acquiree  at  historical  cost.

(b)  The  statement of operations include the operations of the acquirer for the
     periods  presented  and the operations of the acquiree from the date of the
     merger.


3.   NEW  ACCOUNTING  PRONOUNCEMENTS

     In  January  2003, the Financial Accounting Standards Board ("FASB") issued
FASB  Interpretation  No.  46,  ("FIN  46")  "Consolidation of Variable Interest
Entities"  which  changes  the  criteria  by  which one company includes another
entity  in  its  consolidated  financial  Statements. FIN 46 requires a variable
interest  entity to be consolidated by a company if that company is subject to a
majority  of  the risk of loss from the variable interest entity's activities or
entitled  to  receive  a  majority  of  the  entity's  residual  returns  or


            SONGZAI INTERNATIONAL HOLDING GROUP, INC. AND SUBSIDIARY
                   Notes to Consolidated Financial Statements
                                December 31, 2003
================================================================================


both.  The  consolidation  requirements  of FIN 46 apply immediately to variable
interest  entities created after January 31, 2003, and apply in the first fiscal
period  beginning  after  June  15, 2003, for variable interest entities created
prior  to  February 1, 2003. Management believes that adoption of this statement
will not have a significant impact on the its consolidated financial statements.

     In  May  2003,  the  FASB issued Statement of Financial Accounting Standard
("SFAS")  No.  150,  "Accounting  for  Certain  Financial  Instruments  with
Characteristics  of  both  Liabilities and Equity". The SFAS No.150 improves the
accounting  for  certain  financial  instruments  that, under previous guidance,
issuers  could  account  for  as  equity  and requires that those instruments be
classified  as  liabilities  in statements of financial position. In addition to
its requirements for the classification and measurement of financial instruments
in  its  scope, SFAS No. 150 also requires disclosures about alternative ways of
settling  the  instruments  and  the capital structure of entities, all of whose
shares  are  mandatorily  redeemable.  Most  of  the guidance in SFAS No. 150 is
effective  for  all financial instruments entered into or modified after May 31,
2003,  and  otherwise  is effective at the beginning of the first interim period
beginning  after  September  15, 2003. Management believes that adoption of this
statement  will  not  have  a  significant  impact on its consolidated financial
statements.


4.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

(a)  Basis  of  accounting

     The  consolidated  financial  statements  are  prepared  in accordance with
generally  accepted  accounting  principles  in the US (USGAAP). The measurement
basis  used  in  the preparation of the financial statements is historical cost.
Cost  in  relation  to  assets represents the cash paid or the fair value of the
assets,  as  appropriate.

(b)  Principles  of  consolidation

     The  consolidated financial statements include the financial information of
the  Company  and  its  subsidiary.  All  material  intercompany  balances  and
transactions  have  been  eliminated  in  consolidation.

(c)  Revenue  recognition

     The  Company  recognizes  revenue  in  accordance with SEC Staff Accounting
Bulletin  No. 101, "Revenue Recognition in Financial Statements", when the title
and risk of loss have passed to the customer, there is persuasive evidence of an
arrangement,  delivery  has  occurred  or services have been rendered, the sales
price  is  determinable,  and  collectibility  is  reasonably  assured.


            SONGZAI INTERNATIONAL HOLDING GROUP, INC. AND SUBSIDIARY
                   Notes to Consolidated Financial Statements
                                December 31, 2003
================================================================================


(d)  Statement  of  cash  flows

     Cash  equivalents are defined as short-term, highly liquid investments that
are  readily  convertible  to  known amounts of cash and which are subject to an
insignificant  risk  of  changes in value. An investment normally qualifies as a
cash  equivalent  only  when  it has a maturity of three months or less from its
acquisition  date.

(e)  Foreign  currency  translation

     The  Company's  assets  and  liabilities  that  are  denominated in foreign
currencies  are  translated into the currency of U.S. dollars using the exchange
rates at the balance sheet date. For revenues and expenses, the average exchange
rate  during  the year was used to translate Chinese Renminbi into United States
dollars. The translation gains and losses resulting form changes in the exchange
rate are charged or credited directly to the shareholders' equity section of the
balance  sheet  when material. All realized and unrealized transaction gains and
losses  are  included in the determination of income in the period in which they
occur.  Translation  and  transaction  gains  and  losses  are  included  in the
statement  of  operations because they are not material as of December 31, 2003.

(f)  Concentration  of  credit  risk

     During  2003,  100%  of  the Company's sales were from companies located in
China.  The  Company's  operations  may  be  adversely  affected  by significant
political,  economic  and  social  uncertainties  in China. Although the Chinese
government  has  pursued  economic  reform  policies  in  the  past, there is no
assurance  that  the Chinese government will continue to pursue such policies or
that  such policies may not be significantly altered, especially in the event of
a  change  in  leadership,  social  or  political  disruption  or  unforeseen
circumstances affect China's political, economic and social conditions. There is
also no guarantee that the Chinese government's pursuit of economic reforms will
be  consistent  or  effective.

(g)  Property,  plant  and  equipment

     Property,  plant  and  equipment  are  stated  at  cost  less  accumulated
depreciation  and  accumulated impairment losses, if any. The cost of an item of
property,  plant  and  equipment  comprises  its purchase price and any directly
attributable  costs  of bringing the asset to its working condition and location
for  its  intended use. Major costs incurred in restoring assets to their normal
working  conditions  are  charged  to  the  income  statement.  Improvements are
capitalized  and  depreciated  over  their  expected  useful  lives.

     The gain or loss arising from the retirement or disposal of property, plant
and  equipment  is  determined  as  the


            SONGZAI INTERNATIONAL HOLDING GROUP, INC. AND SUBSIDIARY
                   Notes to Consolidated Financial Statements
                                December 31, 2003
================================================================================


difference  between  the estimated net sales proceeds and the carrying amount of
the  assets  and  is  recognized  as  income or expense in the income statement.

     Depreciation  is provided to write off the cost less accumulated impairment
losses  of property, plant and equipment, over their estimated useful lives from
the date on which they become fully operational and after taking into account of
their  estimated  residual  values,  using  the  straight-line  method,  at  the
following  rates  per  annum:

     Furniture and fixtures                   5 - 10 years
     Office and computer equipment            3 -  5 years

     The Company recognizes an impairment loss on PPE when evidence, such as the
sum  of  expected future cash flows (undiscounted and without interest charges),
indicates  that  future  operations will not produce sufficient revenue to cover
the  related  future costs, including depreciation, and when the carrying amount
of  asset cannot be realized through sale. Measurement of the impairment loss is
based  on  the  fair  value  of  the  assets.

(h)  Fair  value  of  financial  instruments

     The  carrying  amounts  of  the  Company's financial instruments, including
taxes  payable  approximate  fair  value  due  to the relatively short period to
maturity  for  these  instruments.

(i)  Business  segments

     The company operates in one segment and therefore segment disclosure is not
presented.

(j)  Inventories

     Inventories are stated at the lower of cost and net realizable value. Cost,
which  comprises  all  costs of purchase and, where applicable, other costs that
has  been  incurred  in  bringing  the inventories to their present location and
condition,  is  calculated  using the first-in, first-out method. Net realizable
value  represents the estimated selling price in the ordinary course of business
less the estimated costs of completion and the estimated costs necessary to make
the  sale.

(k)  Related  parties

     Parties are considered to be related if one party has the ability, directly
or indirectly, to control the other party or exercise significant influence over
the  other  party  in making financial and operating decisions. Parties are also
considered  to  be  related  if  they  are  subject  to common control or common
significant  influence.


            SONGZAI INTERNATIONAL HOLDING GROUP, INC. AND SUBSIDIARY
                   Notes to Consolidated Financial Statements
                                December 31, 2003
================================================================================


(l)  Use  of  estimates

     The  preparation  of  the  financial  statements  in conformity with USGAAP
requires  the Company's management to make estimates and assumptions that affect
the  reports  amounts  of  assets  and  liabilities  at  the  date  of financial
statements and the reported amounts of revenues and expenses during the reported
periods.  Actual  amounts  could  differ  from  those  estimates.

(m)  Earnings  (Loss)  per  share

     Basic  earnings  (loss)  per  share  exclude  dilution  and are computed by
dividing loss available to common shareholders by the weighted average number of
common  shares  outstanding  for  the  period.

     Diluted  earnings  per share are computed by dividing earnings available to
common  shareholders by the weighted average number of common shares outstanding
adjusted  to  reflect potentially dilutive securities. The company does not have
any  dilutive  securities  outstanding  as  of  December  31,  2003.

(n)  Allowance  for  doubtful  accounts

     The  Company  provides  an  allowance  for  doubtful  accounts equal to the
estimated  uncollectible  amounts. The Company's estimate is based on historical
collection  experience  and  a  review  of  the current status of trade accounts
receivable.  It  is  reasonably  possible  that  the  Company's  estimate of the
allowance  for  doubtful accounts will change. Accounts receivable are presented
net  of  an  allowance  for  doubtful  accounts of US$0 as of December 31, 2003.

(o)  Affiliate

     An  affiliate  is  an  entity  controlled  by  another  entity directly, or
indirectly  through  one or more intermediaries. The term control (including the
terms  controlling,  controlled  by  and  under  common  control with) means the
possession, direct or indirect, of the power to direct or cause the direction of
the management and policies of a person, whether through the ownership of voting
shares,  by  contract,  or  otherwise.

5.   INCOME  TAXES

     The  Company  and  its  subsidiary are subject to income taxes on an entity
basis  on  income arising in or derived from the tax jurisdiction in which it is
domiciled  and  operates.

     Since  the  PRC  subsidiary has a loss for the PRC income tax purposes, the
Company  has recorded $0 PRC income tax expense. PRC income tax is calculated at
the  applicable  rates  relevant  to  the  PRC subsidiary. SONGZAI INTERNATIONAL
HOLDING  GROUP,  INC.  AND SUBSIDIARY Notes to Consolidated Financial Statements
December  31,  2003

6.   RELATED  PARTY  TRANSACTIONS

(a)  Receivable,  Related  Parties  Loans

At  December  31,  2003,  the  Company  has  loans receivable from three related
corporate  entities  in the amount of $176,042 that are unsecured, interest-free
and  repayable  on  demand.

(b)  Loan,  Related  party

At  December  31,  2003,  the Company has a loan payable to a shareholder in the
amount  of  $111,143  at  8%  interest  and  repayable  on  demand.

7.   CONVERTIBLE  NOTE  PAYABLE

     The  $  50,000  note  payable  represents principle of $ 45,870 and accrued
interest  of  $  4,130 or approximately 9% interest per annum. The note is to be
paid in twelve monthly installments of $ 1,000 each. The balance of $ 38,000 due
and  payable  on December 31, 2004 may be paid, at the option of the Company, in
cash  or  in  an  equivalent amount of Songzai International Holding Group, Inc.
stock,  determined  by  the  bid  price on the OTC Bulletin Board on the date of
issuance  of  such  stock.

8.   STOCKHOLDERS'  EQUITY

     On  December  12,  2003,  the  Company  adopted  a  non-qualified  stock
compensation  plan  to register 2,200,000 common shares, whereby the Company may
compensate  key  employees,  advisers  and consultants by issuing them shares or
options  to  purchase  shares of its capital stock. 2,000,000 of these shares of
common  stock  were  included in the 67,000,000 shares of common stock issued on
September 12, 2003 and 200,000 were included in shares of common stock issued on
January  7,  2004  to  one  of  the  financial  consultants.  (See  note  9)

     On September 12, 2003, the Company issued 67,000,000 shares of common stock
for  cash  of  $  241,600.

     On  December  16,  2003,  stockholders  contributed  capital  of  $400,000.

     On  December  16, 2003, the Company issued 2,291,836 shares of common stock
for  cash  of  $0.  (See  note  2)

     On  December  16,  2003,  the  Company purchased 1,188,088 shares of common
stock  for  cash  of  $400,000  and  a  note  payable  of  $50,000. (See note 7)


            SONGZAI INTERNATIONAL HOLDING GROUP, INC. AND SUBSIDIARY
                   Notes to Consolidated Financial Statements
                                December 31, 2003
================================================================================


9.   SUBSEQUENT  EVENTS

     On  January  7,  2004, the Company issued 400,000 shares of common stock to
two  financial  consultants, 200,000 shares each. Services are for six months or
until  it  is mutually determined that agreed objectives have been met and terms
of  commitment  have been fulfilled. Services to commence upon receipt of stock.

     On  April  5,  2004  the  Company signed a Purchase and Sale Agreement with
Songzai  Mental  Products  Co.  LTD  and  Hong  Wen Li (Chairman of the Board of
Directors of the Company) to acquire a non-operating coal mine formerly known as
Heihe  Jinchang  Coal  Mine.  The  Coal  Mine  is located near Heihe City in the
People's  Republic  of  China.  The  purchase price for the Coal Mine is 400,000
shares  of  convertible  preferred  stock  convertible into 40,000,000 shares of
common  voting  stock.

     The  Company is in the process of amending its Articles of Incorporation to
increase its authorized shares of common stock from 200,000,000 to 1,000,000,000
shares  and  to  authorize  8,000,000  shares  of  preferred  stock.


ITEM  8.  CHANGES  WITH  AND  DISAGREEMENTS  WITH ACCOUNTANTS  ON ACCOUNTING AND
          FINANCIAL  DISCLOSURE

     On  April  8,  2004,  the  Registrant  engaged Perrella & Associates, P.A.,
C.P.A.'s as its independent auditor. The decision to appoint the new independent
accountants was recommended and approved by the Registrant's Board of Directors.

     As  previously  filed  in  a Form 8-K on September 12, 2003, the Registrant
discussed  the  resignation  of  Pickett,  Chaney & McMullen, LLP as independent
accountants.  None  of  the  reports  of  Pickett, Chaney & McMullen, LLP on the
financial  statements  of  the  Registrant for the past fiscal year contained an
adverse opinion or a disclaimer of opinion, or was qualified, except as modified
for  a  going  concern  uncertainty.  The  financial  statements  were  also not
qualified  with  respect  to  audit  scope  or accounting principles. During the
Registrant's  most  recent  fiscal  year  and  the  subsequent  interim  period
immediately preceding the date of the resignation of Pickett, Chaney & McMullen,
LLP, the Registrant had no disagreements with Pickett, Chaney & McMullen, LLP on
any  matter  of  accounting  principles  or  practices,  financial  statement
disclosure,  or  auditing  scope  or  procedure,  which  disagreement(s), if not
resolved  to  the  satisfaction  of  Pickett, Chaney & McMullen, LLP, would have
caused  Pickett,  Chaney & McMullen, LLP to make reference to the subject matter
of  the  disagreement(s)  in  connection  with  its  reports  on  the  financial
statements  of  the  Registrant.  None  of  the reportable events listed in Item
304(a)(1)(v)  of  Regulation S-K under the Exchange Act occurred with respect to
the  Registrant's  most  recent  fiscal  year  or  the subsequent interim period
preceding  the  resignation  of  Pickett,  Chaney  &  McMullen,  LLP.

     Prior  to  making  the  decision  to  retain  Perrella  & Associates, P.A.,
C.P.A.'s,  the  Registrant  had  not consulted with Perrella & Associates, P.A.,
C.P.A.'s  on  any  accounting  matters. Neither the Registrant nor anyone on its
behalf consulted Perrella & Associates, P.A., C.P.A.'s regarding the application
of accounting principles to a specific completed or contemplated transaction, or
the  type  of audit opinion that might be rendered on the Registrant's financial
statements,  and  no  written or oral advice concerning the same was provided to
the  Registrant  that  was  an  important factor considered by the Registrant in
reaching a decision as to any accounting, auditing or financial reporting issue.

ITEM 8A.  CONTROLS  AND  PROCEDURES

Quarterly  Evaluation  of  Controls

     As  of  the end of the period covered by this annual report on Form 10-KSB,
we evaluated the effectiveness of the design and operation of (i) our disclosure
controls  and  procedures ("Disclosure Controls"), and (ii) our internal control
over  financial reporting ("Internal Controls").  This evaluation ("Evaluation")
was  performed by our President, Li, Hong Jun ("President"). In this section, we
present  the  conclusions  of  our  President based on and as of the date of the
Evaluation,  (i)  with  respect to the effectiveness of our Disclosure Controls,
and  (ii)  with  respect  to  any  change in our Internal Controls that occurred
during  the  most  recent  fiscal  quarter  that  has materially affected, or is
reasonably  likely  to  materially  affect  our  Internal  Controls.

President  Certifications

     Attached  to  this  annual  report,  as Exhibits 31.1 and 31.2, are certain
certifications  of  the  President,  which  are  required in accordance with the
Exchange  Act  and  the  Commission's rules implementing such section (the "Rule
13a-14(a)/15d-14(a)  Certifications").  This  section  of  the  annual  report
contains  the  information  concerning  the  Evaluation  referred to in the Rule
13a-14(a)/15d-14(a)  Certifications.  This  information  should  be  read  in
conjunction with the Rule 13a-14(a)/15d-14(a) Certifications for a more complete
understanding  of  the  topic  presented.

Disclosure  Controls  and  Internal  Controls

     Disclosure  Controls are procedures designed with the objective of ensuring
that  information  required  to  be  disclosed  in  our  reports  filed with the
Commission  under  the  Exchange  Act,  such as this annual report, is recorded,
processed,  summarized  and  reported  within  the  time period specified in the
Commission's  rules  and  forms.  Disclosure Controls are also designed with the
objective  of ensuring that material information relating to the Company is made
known  to  the  President by others, particularly during the period in which the
applicable  report is being prepared.  Internal Controls, on the other hand, are
procedures  which  are  designed  with  the  objective  of  providing reasonable
assurance  that (i) our transactions are properly authorized, (ii) the Company's
assets  are  safeguarded  against  unauthorized  or  improper use, and (iii) our
transactions  are  properly recorded and reported, all to permit the preparation
of  complete  and  accurate  financial  statements in conformity with accounting
principals  generally  accepted  in  the  United  States.

Limitations  on  the  Effectiveness  of  Controls

     Our management does not expect that our Disclosure Controls or our Internal
Controls  will prevent all error and all fraud.  A control system, no matter how
well  developed  and  operated,  can  provide  only reasonable, but not absolute
assurance  that  the  objectives  of  the  control system are met.  Further, the
design  of  the  control  system  must  reflect the fact that there are resource
constraints,  and  the benefits of controls must be considered relative to their
costs.  Because  of  the  inherent  limitations  in  all  control  systems,  no
evaluation  of  controls  can provide absolute assurance that all control issues
and instances so of fraud, if any, within the Company have been detected.  These
inherent  limitations  include  the realities that judgments in decision -making
can be faulty, and that breakdowns can occur because of simple error or mistake.
Additionally,  controls  can  be  circumvented  by  the  individual acts of some
persons,  by  collusion  of two or more people, or by management override of the
control.  The  design of a system of controls also is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that  any  design  will  succeed  in  achieving  its stated objectives under all
potential  future  conditions.  Over time, control may become inadequate because
of  changes in conditions, or because the degree of compliance with the policies
or  procedures  may  deteriorate.  Because  of  the  inherent  limitations  in a
cost-effective control system, misstatements due to error or fraud may occur and
not  be  detected.

Scope  of  the  Evaluation

     The President's evaluation of our Disclosure Controls and Internal Controls
included  a  review  of  the  controls'  (i)  objectives,  (ii)  design,  (iii)
implementation, and (iv) the effect of the controls on the information generated
for  use  in this annual report.  In the course of the Evaluation, the President
sought to identify data errors, control problems, acts of fraud, and they sought
to  confirm  that appropriate corrective action, including process improvements,
was  being  undertaken.  This type of evaluation is done on a quarterly basis so
that  the  conclusions  concerning  the  effectiveness  of  our  controls can be
reported  in  our  quarterly  reports  on Form 10-QSB and annual reports on Form
10-KSB.  The overall goals of these various evaluation activities are to monitor
our  Disclosure Controls and our Internal Controls, and to make modifications if
and  as  necessary.  Our  external  auditors  also  review  Internal Controls in
connection with their audit and review activities.  Our intent in this regard is
that  the  Disclosure  Controls  and the Internal Controls will be maintained as
dynamic  systems  that  change  (including  improvements  and  corrections)  as
conditions  warrant.

     Among other matters, we sought in our Evaluation to determine whether there
were  any  significant  deficiencies  or  material  weaknesses  in  our Internal
Controls, which are reasonably likely to adversely affect our ability to record,
process,  summarize  and  report  financial  information,  or  whether  we  had
identified  any  acts of fraud, whether or not material, involving management or
other  employees  who  have  a  significant role in our Internal Controls.  This
information  was  important  for both the Evaluation, generally, and because the
Rule  13a-14(a)/15d-14(a)  Certifications,  Item  5,  require that the President
disclose that information to our Board (audit committee), and to our independent
auditors, and to report on related matters in this section of the annual report.
In the professional auditing literature, "significant deficiencies" are referred
to  as  "reportable  conditions".  These  are  control  issues  that  could have
significant  adverse  affect  on  the  ability to record, process, summarize and
report  financial  data  in  the financial statements.  A "material weakness" is
defined  in  the  auditing  literature  as  a  particularly  serious  reportable
condition where the internal control does not reduce, to a relatively low level,
the  risk  that  misstatement  cause by error or fraud may occur in amounts that
would  be  material  in relation to the financial statements and not be detected
within  a  timely  period  by  employee in the normal course of performing their
assigned  functions.  We  also sought to deal with other controls matters in the
Evaluation,  and  in  each case, if a problem was identified, we considered what
revisions,  improvements  and/or  corrections  to  make  in  accordance with our
ongoing  procedures.

Conclusions

     Based  upon  the  Evaluation,  the Company's President have concluded that,
subject to the limitations noted above, our Disclosure Controls are effective to
ensure  that  material  information  relating  to  the  Company is made known to
management,  including  the  President,  particularly during the period when our
periodic  reports  are  being  prepared,  and  that  our  Internal  Controls are
effective  to  provide  reasonable  assurance  that our financial statements are
fairly  presented  inconformity with accounting principals generally accepted in
the  United  States.  Additionally,  there  has  been  no change in our Internal
Controls that occurred during our most recent fiscal quarter that has materially
affected,  or  is  reasonably  likely  to  affect,  our  Internal  Controls.

ITEM  9.  DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT

(a)  Identification  of  Directors

Directors and Executive Officers.

     Our  Bylaws  provide that we shall have that number of directors determined
by  the  majority  vote  of  the  board  of  directors.  Currently  we have five
directors.  Each  director will serve until our next annual shareholder meeting.
Directors  are  elected  for  one-year  terms. Our Board of Directors elects our
officers  at  the regular annual meeting of the Board of Directors following the
annual  meeting  of  shareholders. Vacancies may be filled by a majority vote of
the remaining directors then in office. Our directors and executive officers are
as  follows:

NAME                    AGE          POSITION
----                    ---          --------
Li,  Hong  Wen           47          Chairman;  Director

Li,  Hong  Jun           41          President; Director

     Mr.  Li, Hong Wen has been Chairman of   Songzai since the acquisition with
Yong Heng was completed on December 16, 2003. Mr. Li, Hong Wen is the founder of
Fellow  Workers  Group,  the  holding  company  with  subsidiaries  in different
industries  such as HuaFeng Trading Co. in the field of Chinese-Russian Trading,
SongZai  Metal  in the field of Heavy Industry, SenDa Hotel in the field of Real
Estate,  HeiHe  JinChang Coal Mine in the field of Mining, etc. In addition, Mr.
Li,  Hong  Wen  expanded  his  business  in  the field of Finance and IT. Within
several  years,  Mr.  Li,  Hong Wen's company grew from a small corporation with
several  employees  to  a  holding company with more than 300 employees. Mr. Li,
Hong  Wen  is  the  brother  of  Mr.  Li,  Hong  Jun.

     Mr.  Li, Hong Jun had studied International Business in Russia for 3 years.
His  knowledge in business management was applied to his organization of Rui Gen
Te  Industrial  Resources Co. in the U.S. in 1996. He is the Registered Agent of
the  company.  At  the  same time, Mr. Li, Hong Jun set up Heilongjiang Song Zai
Metal  Co.,  Ltd.,  which  is another Chinese company in the business of trading
metal  parts  between  China and Russia.  Mr. Li, Hong Jun is the brother of Mr.
Li,  Hong  Wen.

Audit  Committee  Financial  Expert

     The Company does not have a separately designated standing audit committee.
Pursuant  to  Section  3(a)(58)(B)  of  the  Exchange  Act,  the entire Board of
Directors  acts  as  an  audit  committee  for  the  purpose  of  overseeing the
accounting  and  financial  reporting  processes,  and  audits  of the financial
statements  of  the  Company.  The  Commission  recently adopted new regulations
relating  to  audit  committee  composition  and functions, including disclosure
requirements  relating  to the presence of an "audit committee financial expert"
serving  on its audit committee.  In connection with these new requirements, the
Company's  Board  of  Directors  examined  the Commission's definition of "audit
committee  financial  expert"  and concluded that the Company does not currently
have  a  person  that  qualifies as such an expert.  The Company has had minimal
operations  for  the  past  year.  Presently,  there  are only two (2) directors
serving  on  the  Company's  Board, and the Company is not in a position at this
time  to attract, retain and compensate additional directors in order to acquire
a  director  who  qualifies  as  an  "audit committee financial expert", but the
Company  intends  to  retain  an additional director who will qualify as such an
expert,  as  soon  as  reasonably  practicable.  While  neither  of  our current
directors  meets  the  qualifications  of an "audit committee financial expert",
each  of  the  Company's directors, by virtue of his past employment experience,
has considerable knowledge of financial statements, finance, and accounting, and
has  significant  employment  experience  involving  financial  oversight
responsibilities.  Accordingly,  the Company believes that its current directors
capably  fulfill  the  duties  and responsibilities of an audit committee in the
absence  of  such  an  expert.

Code  of  Ethics

     The  Company  is  presently  working  with its legal counsel to prepare and
adopt  a  code of ethics that applies to the Company's principal chief executive
officer,  principal  financial  officer,  principal  accounting  officer  or
controller,  or  persons performing similar functions (the "Code of Ethics").  A
draft  of  the  Code  of Ethics is attached hereto as Exhibit 14.1.  The Code of
                                                      ------------
Ethics is being designed with the intent to deter wrongdoing, and to promote the
following:

-    Honest  and  ethical  conduct,  including the ethical handling of actual or
     apparent  conflicts  of  interest  between  personal  and  professional
     relationships
-    Full,  fair,  accurate, timely and understandable disclosure in reports and
     documents  that  a  small  business  issuer  files with, or submits to, the
     Commission  and  in  other public communications made by the small business
     issuer
-    Compliance  with  applicable  governmental  laws,  rules  and  regulations
-    The  prompt  internal reporting of violations of the code to an appropriate
     person  or  persons  identified  in  the  code
-    Accountability  for  adherence  to  the  code

Section  16(a)  Beneficial  Ownership  Reporting  Compliance

     Under Section 16(a) of the Exchange Act, all executive officers, directors,
and each person who is the beneficial owner of more than 10% of the common stock
of  a company that files reports pursuant to Section 12 of the Exchange Act, are
required  to  report  the  ownership  of  such  common stock, options, and stock
appreciation  rights  (other  than  certain cash-only rights) and any changes in
that  ownership  with the Commission.  Specific due dates for these reports have
been  established,  and  the Company is required to report, in this Form 10-KSB,
any failure to comply therewith during the fiscal year ended December 2003.  The
Company  believes  that  all  of these filing requirements were satisfied by its
executive  officers,  directors and by the beneficial owners of more than 10% of
the  Company's  common  stock.  In making this statement, the Company has relied
solely  on  copies  of  any reporting forms received by it, and upon any written
representations received from reporting persons that no Form 5 (Annual Statement
of  Changes  in  Beneficial Ownership) was required to be filed under applicable
rules  of  the  Commission.

ITEM 10.  EXECUTIVE  COMPENSATION

     Summary  Compensation  Table

No  compensation in excess of $100,000 was awarded to, earned by, or paid to any
executive  officer  of  the  Company  during the years 2003, 2002 and 2001.  The
following  table and the accompanying notes provide summary information for each
of the last three fiscal years concerning cash and non-cash compensation paid or
accrued.


<TABLE>
<CAPTION>


                                        SUMMARY COMPENSATION TABLE
                                        --------------------------

                           Annual Compensation               Awards                   Payouts
                        --------------------------   ----------------------    ----------------------
Name and                              Other Annual   Restricted  Securities    LTIP      All Other
Principal        Year   Salary  Bonus Compensation   Stock Award Underlying    Payouts   Compensation
Position                  ($)    ($)       ($)       (s) ($)     Options(#)    ($)       ($)
                                                                 SARs (#)
----------       ----  -------  ----- ------------   ----------- ----------    -------   ------------
<S>              <C>   <C>      <C>   <C>            <C>         <C>           <C>       <C>

Li, Hong Wen     2003        -      -            -             -          -          -              -
Chairman         2002        -      -            -             -          -          -              -
                 2001        -      -            -             -          -          -              -

Li, Hong Jun     2003        -      -            -             -          -          -              -
President        2002        -      -            -             -          -          -              -
                 2001        -      -            -             -          -          -              -


</TABLE>

COMPENSATION  OF  DIRECTORSCOMPENSATION  OF  DIRECTORS

     In  2003,  there was not any compensation for the Directors in the Company.

2003  NON-QUALIFIED  STOCK  COMPENSATION  PLAN

     The  following  table  sets  forth information about our 2003 Non-Qualified
Stock  Compensation  Plan adopted by our Board of Directors on December 17, 2003
and  filed  with the Commission as Exhibit 10.1 to our Registration Statement on
Form  S-8  on  December  17,  2003.


Shares  remaining        Shares  issuable  upon       Weighted  average exercise
available                exercise of options to be    price  of  outstanding
for future issuance      granted  in  the  future     options
-------------------      -------------------------    --------------------------
     1,200,000                      -0-                          none
-------------------      -------------------------    --------------------------


     Pursuant  to  the 2003 plan, we registered 2,200,000 shares of common stock
at  $.20 per share, for a total registration for issuance of 2,200,000 shares of
common  stock.  Of this amount, 1,200,000 shares were reserved for new issuances
of  stock  and  1,000,000  shares were registered by Mr. Li, our President, as a
selling  security  holder.  The Compensation Committee of the Board of Directors
will  issue  common  stock  and award options to employees, directors, officers,
consultants,  advisors  and other persons associated with our company.  The 2003
plan  is  intended  to provide a method whereby our company may be stimulated by
the  personal  involvement  of  our employees, directors, officers, consultants,
advisors  and other persons in our business and reward such involvement, thereby
advancing  the  interests of our company and all of its shareholders.  A copy of
the  2003  plan  has  been  filed  as  an  exhibit  to  this  Form  10-KSB.

ITEM 11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

     The following table sets forth certain information concerning the ownership
of the Company's Common Stock as of December 31, 2003, with respect to: (i) each
person known to the Company to be the beneficial owner of more than five percent
of  the  Company'  Common  Stock,  (ii)  all  directors; and (iii) directors and
executive  officers  of  the  Company  as  a  group.  The notes accompanying the
information in the table below are necessary for a complete understanding of the
figures  provided  below.  As  of April 5, 2004, there were 68,503,748 shares of
common  stock  outstanding.  As of April 5, 2004, there were no preferred shares
outstanding.

Beneficial  Owners  of  5%  or  more  of  our  Common  Stock

<TABLE>
<CAPTION>

     (1)                  (2)                     (3)                     (4)
Title of Class     Name and Address of     Amount and Nature of     Percent of class
                   Beneficial Owner(s)     Beneficial Ownership
-----------------  -------------------     --------------------     ----------------
<S>                <C>                     <C>                      <C>

Common Stock       Li, Hong Wen                   11,056,371                   16.1%
($.001 par value)  5628 Halifax Rd.,
                   Arcadia, California 91007


Common Stock       Li, Hong Jun                    4,879,703                    7.1%
($.001 par value)  5628 Halifax Rd.,
                   Arcadia, California 91007

</TABLE>


     The  following  table sets forth the number of shares owned beneficially on
April  5,  2004,  by each Director and by all Officers and Directors as a group.
Information as to the beneficial ownership is based upon statements furnished to
the  Company  by  such  persons.


<TABLE>
<CAPTION>


Ownership of Directors and Officers

     (1)                  (2)                     (3)                     (4)
Title of Class     Name and Address of     Amount and Nature of     Percent of class
                   Beneficial Owner(s)     Beneficial Ownership
-----------------  -------------------     --------------------     ----------------
<S>                <C>                     <C>                      <C>

Common Stock       Li, Hong Wen                   11,056,371                   16.1%
($.001 par value)  5628 Halifax Rd.,
                   Arcadia, California 91007


Common Stock       Li, Hong Jun                    4,879,703                    7.1%
($.001 par value)  5628 Halifax Rd.,
                   Arcadia, California 91007

Common Stock       All Directors & Officers                                    23.4%
($.001 par value)
-----------------  -------------------     --------------------     ----------------


</TABLE>


Note  to  the  table:

(1)  Unless otherwise indicated, the persons named in the table have sole voting
     and  investment  power  with respect to all shares of common stock shown as
     beneficially  owned  by  them.

(a)  Changes  in  Control

The  Company  knows of no arrangements that may at a subsequent date result in a
change  of  control  in  the  Company,  other  than  the  consummation  of  the
transactions  contemplated  by  that certain Purchase and Sale Agreement between
the  Company,  Hong  Wen  Li  and  Songzai Metal Products, Ltd., relating to the
acquisition  of the non-operating coal mine formerly known as the Heihe Jinchang
Coal  Mine,  located  in  the  Peoples'  Republic  of China, in exchange for the
issuance  to Hong Wen Li of 400,000 shares of convertible preferred stock, which
is convertible into 100 shares of common stock of the Company. Such shares, when
delivered  at  closing  to  Mr.  Li,  will  vest  in  him  the right to exercise
40,000,000 votes (in addition to his current 11,056,371 votes) on all matters to
be  considered at any meeting of stockholders. This arrangement and the Purchase
and Sale Agreement are further described in the Company's Current Report on Form
8-K filed with the Commission on April 8, 2004, and the Agreement is attached as
Exhibit  10  thereto.

ITEM 12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     We had a shareholder loan payable to our Chairman, Li, Hong Wen in December
2003,  which bore interest at 8% and was due on demand. As of December 31, 2003,
the  balance due the officer was $111,143, which also included accrued interest.

     As  described  elsewhere  herein, Hong Wen Li, Chairman of the Company, and
Songzai  Metal  Products,  Ltd., a company that he controls, have agreed to sell
the  Heihe Jinchange Coal Mine located in the Peoples' Republic of China, to the
Company  in  exchange  for  400,000  shares of convertible preferred stock, each
share  of  which  is convertible into 100 shares of common stock of the Company.
The  Board of Directors carefully evaluated this transaction and believes in the
exercise  of  its  informed business judgment, that it is fair, from a financial
point  of  view,  to  the  Company, and is in the best interests of the Company.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Financial  Statements

1.   The  following financial statements of Songzai International Holding Group,
     Inc.  are  included  in  Part  II,  Item  7:

Independent Auditors' Report                                14
Balance Sheet-December 31, 2003                          15-16
Statements of Operations - period ended
     December 31, 2003                                   17-18
Statements of Cash Flows - years ended
     December 31, 2003                                   19-20
Statements of Stockholders' Equity - years ended
     December 31, 2003                                      21
Notes to Financial Statements                            22-28

2.   Exhibits

3         Articles  of  incorporation,  including  amendments  and  bylaws
          incorporated  by  reference  into  Form  SB-2  filed by the Company on
          August  7,  2001.

10.1      Plan  of  Exchange,  dated  September  29,  2003  (Incorporated  by
          Reference from  the  Form  8-K  filed  by  the  Company  on  September
          30,  2003.)

10.2      Purchase  and  Sale  Agreement  dated  April 5, 2004  (Incorporated by
          Reference  from  the  Form  8-K  filed  by  the  Company  on  April 8,
          2004.)

14.1.     Code  of  Ethics *

31.1.     Rule  13a-14(a)/15d-14(a)  Certifications  of  President

31.2.     Rule  13a-14(a)/15d-14(a)  Certifications  of  Chairman

32.1.     Section  1350  Certifications  of  President

32.2.     Section  1350  Certifications  of  Chairman

(b)  Reports  on  Form  8-K

     There  were  no reports on Form 8-K for the three months ended December 31,
2003.  However,  the Company filed a Current Report on Form 8-K on April 8, 2004
with  the  Commission,  and  a  Current  Report  on  Form  8-K on April 9, 2004.


*    Indicates  previously  filed

ITEM 14.  CONTROLS  AND  PROCEDURES

FEES  BILLED  FOR  AUDIT  AND  NON-AUDIT  SERVICES

     The  following  table represents the aggregate fees billed for professional
audit  services rendered to Perrella & Associates, P.A., our current independent
auditor  ("Perrella") for the audit of the Company's annual financial statements
for  the  years  ended  December  31,  2003.

<TABLE>
<CAPTION>

Year Ended December 31                      2003
----------------------                  ------------
<S>                                     <C>


Audit  Fees  (1)                        $ 10,000 (2)
Audit-Related  Fees  (3)                      --
Tax  Fees  (4)                                --
All  Other  Fees  (5)                         --
Total Accounting Fees and Services      $ 10,000

</TABLE>


________________
(1)  Audit  Fees.  These are fees for professional services for the audit of the
     Company's  annual financial statements, and for the review of the financial
     statements  included  in  the  Company's  filings  on  Form 10-QSB, and for
     services  that  are  normally  provided  in  connection  with statutory and
     regulatory  filings  or  engagements.
(2)  The  amounts  shown  for  Perrella  in  2003 relate to (i) the audit of the
     Company's  annual  financial  statements for the fiscal year ended December
     31,  2003,  and (ii) the review of the financial statements included in the
     Company's  filings  on Form 10-QSB for the first, second and third quarters
     of  2003.
(3)  Audit-Related  Fees.  These are fees for the assurance and related services
     reasonably  related  to  the  performance of the audit or the review of the
     Company's  financial  statements.
(4)  Tax  Fees.  These  are  fees  for professional services with respect to tax
     compliance,  tax  advice,  and  tax  planning.
(5)  All  Other  Fees.  These  are  fees for permissible work that does not fall
     within  any  of  the  other fee categories, i.e., Audit Fees, Audit-Related
     Fees,  or  Tax  Fees.


PRE-APPROVAL  POLICY  FOR  AUDIT  AND  NON-AUDIT  SERVICES

     The  Company  does  not have a standing audit committee, and the full Board
performs  all functions of an audit committee, including the pre-approval of all
audit  and  non-audit services before the Company engages an accountant.  All of
the  services  rendered  to  the Company by Perrella & Associates after December
2003  were  pre-approved  by  the  Board  of  Directors  of  the  Company.

     The Company is presently working with its legal counsel to establish formal
pre-approval  policies  and  procedures  for future engagements of the Company's
accountants.  The  new  policies  and  procedures  will  be  detailed  as to the
particular service, will require that the Board or an audit committee thereof be
informed  of  each  service,  and  will  prohibit the delegation of pre-approval
responsibilities  to management.  It is currently anticipated that the Company's
new  policy  will  provide (i) for an annual pre-approval, by the Board or audit
committee,  of  all  audit,  audit-related and non-audit services proposed to be
rendered  by  the  independent  auditor  for  the  fiscal  year, as specifically
described  in  the  auditor's  engagement  letter,  and  (ii)  that  additional
engagements  of  the auditor, which were not approved in the annual pre-approval
process,  and  engagements  that  are  anticipated to exceed previously approved
thresholds,  will  be  presented  on  a  case-by-case basis, by the President or
Controller,  for pre-approval by the Board or audit committee, before management
engages  the  auditors for any such purposes.  The new policy and procedures may
authorize  the  Board  or  audit  committee  to  delegate, to one or more of its
members,  the authority to pre-approve certain permitted services, provided that
the estimated fee for any such service does not exceed a specified dollar amount
(to  be determined).  All pre-approvals shall be contingent on a finding, by the
Board,  audit  committee, or delegate, as the case may be, that the provision of
the  proposed  services  is  compatible  with  the  maintenance of the auditor's
independence  in  the  conduct of its auditing functions.  In no event shall any
non-audit  related  service  be  approved  that  would result in the independent
auditor  no  longer  being considered independent under the applicable rules and
regulations  of  the  Securities  and  Exchange  Commission.

(a)  On  December  31,  2002, our President made an evaluation of our disclosure
     controls  and  procedures.  In  our  opinion,  the  disclosure controls and
     procedures  are adequate because the systems of controls and procedures are
     designed  to  assure,  among other items, that 1) recorded transactions are
     valid; 2) valid transactions are recorded; and 3) transactions are recorded
     in  the  proper  period  in a timely manner to produce financial statements
     which  present  fairly  the  financial condition, results of operations and
     cash  flows  for  the  respective  periods  being  presented. Moreover, the
     evaluation  did  not  reveal  any  significant  deficiencies  or  material
     weaknesses  in  our  disclosure  controls  and  procedures.

(b)  There have been no significant changes in our internal controls or in other
     factors  that  could  significantly  affect  these  controls since the last
     evaluation.



                                   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,  thereunto  duly  authorized.



                                       SONGZAI INTERNATIONAL HOLDING GROUP, INC.
                                       -----------------------------------------
                                      (Registrant)


Date:  July  26, 2004


                                       /s/ Li, Hong Jun
                                       ----------------
                                       Li, Hong Jun
                                       President





/s/ Li, Hong Wen
----------------
Li, Hong Wen
Chairman
Director