UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

|X|    Annual Report under Section 13 or 15(d) of the Securities Exchange Act of
       1934
       For the fiscal period ended: December 31, 2004

|_|    Transition Report under Section 13 or 15(d) of the Exchange Act of 1934
       For the transition period from ________ to _________

                       Commission File Number: 0001289277

                                 AUX (USA) INC.
           (Name of Small Business Issuer as specified in its charter)

           DELAWARE                                                 NONE
(State or other jurisdiction of                                (IRS Employer
 incorporation or organization)                           Identification Number)

                               c/o ZhongTong Inc.
                         (315100) 566 East Yinzhou Road
                        Ningbo, Zhejiang Province, China
                    (Address of principal executive offices)

                                0118657488220636
                (Issuer's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act: None

Securities registered pursuant to Section 12(g) of the Exchange Act: Common
Stock, par value $.0001 per share

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 any
amendment to this Form 10-KSB: |X|

State issuer's revenues for its most recent fiscal year: 0

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days: None

The Issuer had 21,840,000 shares of Common Stock, par value $.0001, outstanding
as of March 30, 2005.

Transitional Small Business Disclosure format (Check one): Yes |_| No |X|

<PAGE>

TABLE OF CONTENTS

<TABLE>
<S>                                                                                                                           <C>
PART I ...................................................................................................................    3

Item 1.    Description of Business .......................................................................................    3

Item 2.    Description of Property .......................................................................................    3

Item 3.    Legal Proceedings .............................................................................................    3

Item 4.    Submission of Matters to a Vote of Security Holders ...........................................................    3

PART II ..................................................................................................................    4

Item 5.    Market for Common Equity and related Stockholder Matters ......................................................    4

Item 6.    Management's Discussion and Analysis or Plan of Operation .....................................................    4

Item 7.    Financial Statements ..........................................................................................    7

Item 8.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ..........................    7

Item 8A.   Controls and Procedures .......................................................................................    7

Item 8B.   Other Information .............................................................................................    8

PART III .................................................................................................................    8

Item 9.    Directors, Executive Officers, promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act    8

Item 10.   Executive Compensation ........................................................................................    8

Item 11.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ................    9

Item 12.   Certain Relationships and Related Transactions ................................................................    9

Item 13.   Exhibits ......................................................................................................    9

Item 14.   Principal Accountant Fees and Services ........................................................................    9

SIGNATURES ...............................................................................................................   11
</TABLE>


                                       2
<PAGE>

                                     PART I

Item 1. Description of Business

Business Development

Aux (USA) Inc. (referred to herein as the "Company" or the "Issuer") was
incorporated in the State of Delaware on November 17, 2003. Until October 5,
2004, the sole stockholder, director and officer of the Company was William Tay.
All of the Company's outstanding stock was sold by Mr. Tay as of October 5, 2004
to Centerline International Corp. ("Centerline"). Centerline subsequently sold
98% of the Company's stock to ZhongTong Inc. ("ZhongTong") as of October 18,
2004. As of the date of this report, ZhongTong and Centerline are the sole
stockholders of the Company.

Business of Issuer

The Company's purpose is to seek, investigate and, if such investigation
warrants, merge or acquire an interest in business opportunities presented to it
by persons or companies who or which desire to seek the perceived advantages of
a Securities Exchange Act of 1934 registered corporation. The Company's
discretion in the selection of business opportunities is unrestricted, subject
to the availability of such opportunities, economic conditions, and other
factors. The stockholders of ZhongTong are affiliated with the AUX Group Co.,
Ltd. (the "AUX Group"), a Chinese manufacturer which, along with its affiliates
and subsidiaries is involved in the production of goods including air
conditioners, electrical meters, transformers, automobile and other
transportation parts, telephones and telephone batteries, as well as developing
real estate and owning the largest non-state-owned hospital in Zhejiang
province. As of the end of 2004, the Company was contemplating acquiring one or
more businesses from the AUX Group or one of its subsidiaries or affiliates,
marketing some or all of the AUX Group's products in the United States or
performing services for AUX Group in the United States. However, as of the date
of this report, the Company has not entered into any binding agreement with AUX
Group or any of its subsidiaries or affiliates with respect to any such
acquisition, marketing arrangement or service arrangement. The management of the
Company now believes that it is unlikely that the Company will pursue any of
these plans with the AUX Group in the future, because the AUX Group has
indicated that it is presently not interested in a transaction with the Company.
The Company is therefore exploring other opportunities for an acquisition or
similar transaction can be found.

No assurance can be given that the Company will be successful in finding or
acquiring a desirable business opportunity, and no assurance can be given that
any acquisition, which does occur, will be on terms that are favorable to the
Company or its current stockholders. Although the Company recently focused on
business opportunities with the AUX Group, pursuing any of these opportunities
currently appears unlikely. Because the Company has not restricted its search to
any specific kind of firm, it may acquire a venture which is in its preliminary
or development stage, one which is already in operation, or in a more mature
stage of its corporate existence. The acquired business may need to seek
additional capital, may desire to have its shares publicly traded, or may seek
other perceived advantages which the Company may offer.

At the present time, the Company has no paid employees, on either a full or
part-time basis. The sole officer and the directors of the Company serve without
compensation.

Item 2. Description of Property

The Company does not own or lease offices or property of any kind.

Item 3. Legal Proceedings

The Issuer is not, and has not been during the period covered by this report, a
party to any legal proceedings.

Item 4. Submission of Matters to a Vote of Security Holders

In the fourth quarter of 2004, the following matters were submitted to the
Company's security holders:


                                       3
<PAGE>

In connection with the sale of all of the issued and outstanding stock of the
Company, on October 5, 2004, the Company's stockholders elected Ms. Kang-Wei Ho
as the Company's sole officer and director, pursuant to a unanimous written
consent. Mr. William Tay, formerly the Company's sole officer and director,
resigned as of that date.

In connection with the sale of a majority of the issued and outstanding shares
of the Company to ZhongTong, as of October 18, 2004, Ms. Ho resigned as the
Company's sole officer and director. Pursuant to a unanimous written consent, on
October 18, 2004, the Company's stockholders elected the following individuals
to serve on the Company's board of directors: Mr. Jian Jiang Zheng, Mr. Jiang
Zheng and Mr. Xi Wan He.

On November 3, 2004, pursuant to a unanimous written consent, the Company's
stockholders voted to amend the Company's Certificate of Incorporation to change
the Company's name from "Heritage Capital Group, Inc." to "AUX (USA) Inc."

                                    PART II

Item 5.       Market for Common Equity and related Stockholder Matters

(a) Market Information.

The Company's common equity is not traded on any public market.

(b) Holders.

All of the Company's equity is held by two holders, Centerline and ZhongTong.

(c) Dividends.

The Company has never declared or paid dividends. There are currently no
restrictions which limit the ability of the Company to pay dividends in the
future.

(d) Securities authorized for issuance under equity compensation plans.

The Company has never paid compensation to any officer or director, and does not
have any compensation plans, involving the issuance of securities or otherwise.

Item 6. Management's Discussion and Analysis or Plan of Operation

The Company's purpose is to seek, investigate and, if such investigation
warrants, merge or acquire an interest in business opportunities presented to it
by persons or companies who or which desire to seek the perceived advantages of
a Securities Exchange Act of 1934 registered corporation. The Company was
incorporated on November 17, 2003, and until October 5, 2004, the sole
stockholder, director and officer of the Company was William Tay. All of the
Company's outstanding stock was sold by Mr. Tay as of October 5, 2004 to
Centerline. Centerline subsequently sold 98% of the Company's stock to ZhongTong
as of October 18, 2004. As of the date of this report, ZhongTong and Centerline
are the sole stockholders of the Company.

The Company has no operations and no revenues. All expenses of the Company have
been advanced by ZhongTong. The Company has a liability in such regard as of
December 31, 2004 in the aggregate amount of $27,348.06.

Management

The Company is in the development stage and currently has no full-time
employees. Since October 18, 2004, Mr. Jian Jiang Zheng, the Company's
President, Treasurer and Secretary, has been the Company's sole officer. All
references herein to management of the Company are to Mr. Zheng.


                                       4
<PAGE>

Search for Business Opportunities

The Company's discretion in the selection of business opportunities is
unrestricted, subject to the availability of such opportunities, economic
conditions, and other factors. The stockholders of ZhongTong are affiliated with
the AUX Group, a Chinese manufacturer which, along with its affiliates and
subsidiaries is involved in the production of goods including air conditioners,
electrical meters, transformers, automobile and other transportation parts,
telephones and telephone batteries, as well as developing real estate and owning
the largest non-state-owned hospital in Zhejiang province. As of the end of
2004, the Company was contemplating acquiring one or more businesses from the
AUX Group or one of its subsidiaries or affiliates, marketing some or all of the
AUX Group's products in the United States or performing services for AUX Group
in the United States. However, as of the date of this report, the Company has
not entered into any binding agreement with AUX Group or any of its subsidiaries
or affiliates with respect to any such acquisition, marketing arrangement or
service arrangement. The management of the Company now believes that it is
unlikely that the Company will pursue any of these plans with the AUX Group in
the future, because the AUX Group has indicated that it is presently not
interested in a transaction with the Company. The Company is therefore exploring
other opportunities for an acquisition or similar transaction can be found.

No assurance can be given that the Company will be successful in finding or
acquiring a desirable business opportunity, and no assurance can be given that
any acquisition, which does occur, will be on terms that are favorable to the
Company or its current stockholders. Although the Company recently focused on
business opportunities with the AUX Group, pursuing any of these opportunities
currently appears unlikely. Because the Company has not restricted its search to
any specific kind of firm, it may acquire a venture which is in its preliminary
or development stage, one which is already in operation, or in a more mature
stage of its corporate existence. The acquired business may need to seek
additional capital, may desire to have its shares publicly traded, or may seek
other perceived advantages which the Company may offer.

Evaluation of Business Opportunities

The analysis of business opportunities will be under the supervision of the
Company's sole officer. In analyzing prospective business opportunities,
management will consider such matters as available technical, financial and
managerial resources; working capital and other financial requirements; history
of operations, if any; prospects for the future; nature of present and expected
competition; the quality and experience of management services which may be
available and the depth of that management; the potential for further research,
development, or exploration; specific risk factors not now foreseeable, but
which then may be anticipated to impact the proposed activities of the Company;
the potential for growth or expansion; the potential for profit; the perceived
public recognition or acceptance of products, services, or trades; name
identification; and other relevant factors. In many instances, it is anticipated
that the historical operations of a specific business opportunity may not
necessarily be indicative of the potential for the future because of a variety
of factors, including, but not limited to, the possible need to expand
substantially, shift marketing approaches, change product emphasis, change or
substantially augment management, raise capital and the like.

Under the Exchange Act, any merger or acquisition candidate will become subject
to the same reporting requirements of the Exchange Act as the Company following
consummation of any merger or acquisition. Thus, in the event the Company
successfully completes the acquisition of or merger with an operating business
entity, that business entity must provide audited financial statements for at
least two most recent fiscal years or, in the event the business entity has been
in business for less than two years, audited financial statements will be
required from the period of inception.

Management believes that various types of potential merger or acquisition
candidates might find a business combination with the Company to be attractive.
These include acquisition candidates desiring to create a public market for
their shares in order to enhance liquidity for current stockholders, acquisition
candidates which have long-term plans for raising capital through public sale of
securities and believe that the possible prior existence of a public market for
their securities would be beneficial, and acquisition candidates which plan to
acquire additional assets through issuance of securities rather than for cash,
and believe that the possibility of development of a public market for their
securities will be of assistance in that process. Nevertheless, the Company has
not conducted market research and is not aware of statistical data which would
support the perceived benefits of a merger or acquisition transaction for the
owners of a business opportunity.


                                       5
<PAGE>

The Company is unable to predict when it may participate in a business
opportunity. There can also be no assurances that we are able to successfully
pursue a business opportunity. In that event, there is a substantial risk to the
Company that failure to complete a business combination will significantly
restrict its business operation and force management to cease operations and
liquidate the Company.

In implementing a structure for a particular business acquisition, the Company
may become a party to a merger, consolidation, reorganization, joint venture,
licensing or other agreement with another entity. It may also acquire stock or
assets of an existing business. In connection with a merger or acquisition, it
is highly likely that an amount of stock constituting control of the Company
would either be issued by the Company or be purchased from the current principal
stockholder of the Company by the acquiring entity or its affiliates, and
accordingly, the stockholders of the target company, typically, become the
majority of the stockholders of the combined company, the board of directors and
officers of the target company may become the new board and officers of the
combined company and often the name of the target company becomes the name of
the combined company. As of the date of this report there are currently no
arrangements that would result in a change of control of the Company.

It is anticipated that any securities issued as a result of consummation of a
business combination will be issued in reliance upon one or more exemptions from
registration under applicable federal and state securities laws to the extent
that such exemptions are available. In some circumstances, however, as a
negotiated element of its transaction, the Company may agree to register all or
a part of such securities immediately after the transaction is consummated or at
specified times thereafter. If such registration occurs, of which there can be
no assurance, it will be undertaken by the surviving entity after the Company
has entered into an agreement for a business combination or has consummated a
business combination and the Company is no longer considered a blank check
company. Until such time as this occurs, the Company will not attempt to
register any additional securities. The issuance of substantial additional
securities and their potential sale into any trading market may have a
depressive effect on the market value of the Company's securities in the future
if such a market develops, of which there is no assurance. There have been no
plans, proposals, arrangements or understandings with respect to the sale or
issuance of additional securities.

While the actual terms of a transaction to which the Company may be a party
cannot be predicted, it may be expected that the parties to the business
transaction will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a "tax-free" reorganization under Sections
351 or 368 of the Internal Revenue Code of 1986, as amended. In order to obtain
tax-free treatment, it may be necessary for the owners of the surviving entity
to own 80% or more of the voting stock of the surviving entity. In this event,
the stockholders of the Company would retain less than 20% of the issued and
outstanding shares of the surviving entity, which could result in significant
dilution in the equity of such stockholders. However, treatment as a tax-free
reorganization will not be a condition of any future business combination and if
it is not the case, the Company will not obtain an opinion of counsel that the
reorganization will be tax free.

With respect to any merger or acquisition, negotiations with target company
management are expected to focus on the percentage of the Company which the
target company stockholders would acquire in exchange for all of their
shareholdings in the target company. Depending upon, among other things, the
target company's assets and liabilities, the Company's stockholders will in all
likelihood hold a substantially lesser percentage ownership interest in the
Company following any merger or acquisition. The percentage ownership may be
subject to significant reduction in the event the Company acquires a target
company with substantial assets. Any merger or acquisition effected by the
Company can be expected to have a significant dilutive effect on the percentage
of shares held by the Company's stockholders at such time.

The Company will participate in a business opportunity only after the
negotiation and execution of appropriate agreements. Although the terms of such
agreements cannot be predicted, generally such agreements will require certain
representations and warranties of the parties thereto, will specify certain
events of default, will detail the terms of closing and the conditions which
must be satisfied by the parties prior to and after such closing, outline the
manner of bearing costs, including costs associated with the Company's attorneys
and accountants, and will include miscellaneous other terms.

It is anticipated that the Company will not be able to diversify, but will
essentially be limited to the acquisition of one business opportunity because of
the Company's limited financing. This lack of diversification will not permit
the Company to offset potential losses from one business opportunity against
profits from another, and should be considered an adverse factor affecting any
decision to purchase the Company's securities.


                                       6
<PAGE>

The Company intends to seek to carry out its business plan as discussed herein.
In order to do so, the Company needs to pay ongoing expenses, including
particularly legal and accounting fees incurred in conjunction with preparation
and filing of this registration statement, and in conjunction with future
compliance with its on-going reporting obligations. Because the Company has no
capital with which to pay these anticipated expenses, ZhongTong has advanced, on
behalf of the Company, all expenses of the Company as they have been incurred.
Such payments have been made without expectation of repayment unless the owners
of the business which the Company acquires or merges with agrees to repay all or
a portion of such expenses. Should ZhongTong fail to pay such expenses in the
future, the Company has not identified any alternative sources, and there is
substantial doubt about the Company's ability to continue as a going concern.
The Company currently does not intend to raise funds, either debt or equity,
from investors while the Company is a blank check company, and the Company does
not intend to borrow any funds to make any payments to the Company's management.

Off Balance Arrangements

The Company does not have any off balance sheet arrangements that have or are
reasonably likely to have a current or future effect on the Company's financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources.

Forward-Looking Statements

The foregoing discussion, as well as the other sections of this Annual Report on
Form 10-KSB, contains forward-looking statements that reflect the Company's
current views with respect to future events and financial results.
Forward-looking statements usually include the verbs "anticipates," "believes,"
"estimates," "expects," "intends," "plans," "projects," "understands" and other
verbs suggesting uncertainty. The Company reminds stockholders that
forward-looking statements are merely predictions and therefore inherently
subject to uncertainties and other factors which could cause the actual results
to differ materially from the forward-looking statements.

Item 7. Financial Statements

See Index to Consolidated Financial Statements immediately following the
signature page of this Annual Report.

Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

On November 11, 2004, the Company replaced its independent auditor, Child,
Sullivan & Company. During the Company's most recent fiscal years (and since the
formation of the Company), the opinion of Child, Sullivan & Company did not
contain an adverse opinion or disclaimer of opinion and was not qualified or
modified as to uncertainty, audit scope or accounting principles. The decision
to change accountants was approved by the Board of Directors.

During the Company's most recent fiscal years, there were no disagreements with
Child, Sullivan & Company on any matter of accounting principles or practices,
financial statements disclosure or auditing scope or procedure, which
disagreement, if not resolved to the satisfaction of Child, Sullivan & Company
would have caused Child, Sullivan & Company to make reference to the subject
matter of the disagreement in connection with its reports.

Effective as of November 11, 2004, the Company has retained Paritz & Company,
P.A., as its independent auditor.

Item 8A. Controls and Procedures

It is the responsibility of the sole office of the Company (who serves as Chief
Executive Officer and Chief Financial Officer) to ensure that the Company
maintains disclosure controls and procedures designed to provide reasonable
assurance that material information, both financial and non-financial, and other
information required under the securities laws to be disclosed is identified and
communicated to senior management on a timely basis. The Company's disclosure
controls and procedures include mandatory communication of material events,
automated accounting processing and reporting, management review of monthly
results and an established system of internal controls.


                                       7
<PAGE>

As of December 31, 2004, management conducted an evaluation of the Company's
disclosure controls and procedures pursuant to the Exchange Act. Based upon that
evaluation, management has concluded that our current disclosure controls and
procedures are effective as of December 31, 2004. The design of any system of
controls and procedures is based in part upon certain assumptions about the
likelihood of future events.

There have been no significant changes in our internal controls over financial
reporting during the fiscal quarter ended December 31, 2004 or subsequent to
that date that have materially affected, or are reasonably likely to materially
affect, our internal controls over financial reporting.

Item 8B. Other Information

None.

                                    PART III

Item 9. Directors, Executive Officers, promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act

At the present time, the sole officer of the Company is Jian Jiang Zheng, who
serves as President, Treasurer and Secretary. The Company's three directors are
Jian Jiang Zheng, Jiang Zheng, and Xi Wan He. Each of these three individuals
will serve as director until the next annual meeting of stockholders, or until
his death, resignation, retirement, removal, disqualification, and until his
successors have been elected and qualified. The biographical information for the
Company's directors is as follows:

<TABLE>
Name                       Age    Position                                             Director
<S>                        <C>    <c>                                                  <C>
Jian Jiang Zheng           44     President, Treasurer, Secretary and Director         2004-Present
Jiang Zheng                39     Director                                             2004-Present
Xi Wan He                  48     Director                                             2004-Present
</TABLE>

JIAN JIANG ZHENG is a director of Ningbo Sanxing Group Co., Ltd. He is the
Chairman and Chief Executive Officer of AUX Group Co., Ltd. Mr. Jian Jiang Zheng
is the elder brother of Mr. Jiang Zheng. Mr. Jian Jiang Zheng is married to Mr.
Xi Wan He's sister.

JIANG ZHENG is an engineer. He is Vice Chairman and Vice President of Ningbo
Sanxing Group Co., Ltd. Mr. Jiang Zheng is the brother of Mr. Jian Jiang Zheng.

XI WAN HE is an engineer. He is the Chairman of Ningbo Sanxing Group Co., Ltd.
Mr. Xi Wan He's sister is married to Mr. Jian Jiang Zheng.

Section 16(a) of the Securities exchange Act of 1934, as amended, requires the
Company's directors, executive officers and holders of more than 10% of the
Common stock to file with the Securities and Exchange Commission initial reports
of ownership and reports of changes in ownership of the Common Stock. Based
solely upon a review of Forms 3 and 4 furnished to the Company with respect to
the year ended December 31, 2004 (no Form 5 was filed), to the best of the
Company's knowledge, the Company's directors, executive officers and holders of
more than 10% of its Common Stock timely filed the reports required by Section
16(a).

The Company has not yet adopted a written Code of Ethics, but management intends
to do so in the event that the Company engages in a merger, acquisition or
similar activity, as discussed in Item 6 hereof.

Item 10. Executive Compensation

None of the Company's officers and directors have received any compensation from
the Company. Each is presently serving without an employment contract.


                                       8
<PAGE>

Item 11. Security Ownership of Certain Beneficial Owners and Management and
         Related Stockholder Matters

The following table sets forth ownership of the common stock of each director
and officer, all officers and directors as a group, and each person known or
believed by the Company to have beneficially owned five percent or more of the
Company's outstanding common stock as of March 30, 2005. Unless otherwise
indicated, the beneficial owner has sole voting and investment power over the
common stock listed below:

<TABLE>
<CAPTION>
                                                                                       Shares Beneficially Owned
----------------------------------------------------------------------------------------------------------------------
Name/Address of Beneficial Owner                                Title of Class        Number            Percent
----------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>                   <C>               <C>
ZhongTong Inc.                                                  Common                21,403,200        98%
(315100) 566 East Yinzhou Road
Ningbo, Zhejiang Province, China
----------------------------------------------------------------------------------------------------------------------
All Directors and Officers as a Group (3 Persons)               Common                0                 0%
----------------------------------------------------------------------------------------------------------------------
</TABLE>

Item 12. Certain Relationships and Related Transactions

None.

Item 13. Exhibits

The following documents have been filed as a part of this annual report:

<TABLE>
<CAPTION>
Exhibit No.         Description of Exhibits
-----------         -----------------------
<S>                 <C>
3.1                 Articles of Incorporation (1)
                    Amendment to the Articles of Incorporation (2)
3.2                 Bylaws (3)
31.1                Certification of Chief Executive Officer and Principal Accounting Officer pursuant to Section 302 of the
                    Sarbanes-Oxley Act of 2002.
32.1                Certification of the Chief Executive Officer and Principal Accounting Officer pursuant to 18 U.S.C.
                    Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
</TABLE>


(1)   Incorporated by reference to the exhibit to the Company's Registration
      Statement on Form 10SB filed with the Securities and Exchange Commission
      on June 25, 2004.

(2)   Incorporated by reference to the exhibit to the Company's Current Report
      on Form 8-K filed with the Securities and Exchange Commission on November
      10, 2004.

(3)   Incorporated by reference to the exhibit to the Company's Registration
      Statement on Form 10SB filed with the Securities and Exchange Commission
      on June 25, 2004.

Item 14. Principal Accountant Fees and Services

Audit Fees

The aggregate fees of Paritz & Company, P.A. for professional services rendered
for the audit of the Company's annual financial statements for the year ended
December 31, 2004 totaled $2,930.

Audit-Related Fees

The aggregate fees billed by Paritz & Company, P.A. for audit related services
for the year ended December 31, 2004, and which are not disclosed in "Audit
Fees" above, were $0.

Tax Fees

The aggregate fees billed by Paritz & Company, P.A. for tax compliance for the
year ended December 31, 2004 was $0.


                                       9
<PAGE>

All Other Fees

The aggregate fees billed by Paritz & Company, P.A. for services other than
those described above, for the year ended December 31, 2004, were $0.


                                       10
<PAGE>

                                   SIGNATURES

      In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                     AUX (USA) INC.
Dated: March 30, 2005

                              By: /s/ Jian Jiang Zheng
                                 ----------------------------------------
                                 Name:  Jian Jiang Zheng
                                 Title: President and Chief Executive Officer
                                        Treasurer and
                                        Principal Accounting Officer
                                        Director

      In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.

Dated: March 30, 2005         By: /s/ Jian Jiang Zheng
                                 ----------------------------------------
                                 Name:  Jian Jiang Zheng
                                 Title: President and Chief Executive Officer
                                        Treasurer and
                                        Principal Accounting Officer
                                        Director


Dated: March 30, 2005         By: /s/ Jiang Zheng
                                 ----------------------------------------
                                 Name:  Jiang Zheng
                                 Title: Director


Dated: March 30, 2005         By: /s/ Xi Wan He
                                 ----------------------------------------
                                 Name:  Xi Wan He
                                 Title: Director


                                       11
<PAGE>

                                 AUX (USA) INC.

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Item                                                                   Page No.
----                                                                   --------

Independent Auditor's Report                                           F-1

Financial Statements                                                   F-2

Notes to Consolidated Financial Statements                             F-5


                                       12
<PAGE>

                       [Letterhead of Paritz & Co., P.A.]

                          INDEPENDENT AUDITORS' REPORT

Board of Directors
AUX (USA) Inc.
(Formerly Heritage Capital Group, Inc.)
(A Development Stage Company)

      We have audited the accompanying balance sheet of Aux (USA) Inc. (formerly
Heritage Capital Group, Inc.) (A Development Stage Company) as of December 31,
2004 and the related statements of operations and cash flows for the year ended
December 31, 2004 and for the period from inception (June 17, 2003) to December
31, 2004. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

      We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of 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 provides a reasonable basis for our opinion.

      In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Aux (USA) Inc. (formerly
Heritage Capital Group, Inc.) (A Development Stage Company) as of December 31,
2004 and the results of its operations and its cash flows for the year ended
December 31, 2004 and for the period from inception (June 17, 2003) to December
31, 2004 in conformity with the standards of the Public Company Accounting
Oversight Board (United States).

                                        Paritz & Company, P.A.

Hackensack, New Jersey
March 5, 2005


                                       F-1

<PAGE>

                                 AUX (USA) INC.
                (Formerly Known as Heritage Capital Group, Inc.)
                          (A Development Stage Company)

                                  BALANCE SHEET

                                DECEMBER 31, 2004
================================================================================

                                     ASSETS

CURRENT ASSETS:
  Cash                                                                 $     --
                                                                       --------

TOTAL ASSETS                                                           $     --
                                                                       ========


                    LIABILITIES AND STOCKHOLDER'S DEFICIENCY

CURRENT LIABILITIES:

  Advances from stockholder                                            $ 27,532
                                                                       --------
TOTAL CURRENT LIABILITIES                                                27,532

STOCKHOLDER'S DEFICIENCY:
  Common stock - $0.0001 par value
     100,000,000 shares authorized

      21,840,000 shares issued and outstanding                            2,184
  Accumulated deficit                                                   (29,716)
                                                                       --------
     TOTAL STOCKHOLDER'S DEFICIENCY                                     (27,532)

TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIENCY                         $     --
                                                                       ========

================================================================================

                        See notes to financial statements


                                       F-2

<PAGE>

                                 AUX (USA) INC.
                (Formerly Known as Heritage Capital Group, Inc.)
                          (A Development Stage Company)

                             STATEMENT OF OPERATIONS
================================================================================

<TABLE>
<CAPTION>
                                                                             From Inception
                                                             Year Ended    (June 17, 2003) to
                                                         December 31, 2004  December 31, 2004
<S>                                                          <C>                <C>
REVENUE                                                      $       --         $       --

GENERAL AND ADMINISTRATIVE EXPENSES:
    Organization and related expenses                            27,348             29,716
                                                             ----------         ----------

NET LOSS                                                     $  (27,348)        $  (29,716)
                                                             ==========         ==========

Basic and diluted loss per share                             $    (0.00)        $    (0.00)
                                                             ==========         ==========

Weighted average number of common shares outstanding         21,840,000         21,840,000
                                                             ==========         ==========
</TABLE>


================================================================================

                        See notes to financial statements


                                       F-3

<PAGE>

                                 AUX (USA) INC.
                (Formerly Known as Heritage Capital Group, Inc.)
                          (A Development Stage Company)

                            STATEMENT OF CASH FLOWS

================================================================================

<TABLE>
<CAPTION>
                                                                         From Inception
                                                        Year Ended     (June 17, 2003) to
                                                    December 31, 2004  December 31, 2004
<S>                                                     <C>                <C>
OPERATING ACTIVITIES:
  Net loss                                              $  (27,348)        $  (29,716)
  Issuance of stock for services rendered                       --              2,184
                                                        ----------         ----------
NET CASH USED IN OPERATING ACTIVITIES                           --            (27,532)
                                                        ----------         ----------

FINANCING ACTIVITIES:
  Advances from stockholder                                 27,348             27,532
                                                        ----------         ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                   27,348             27,532
                                                        ----------         ----------

INCREASE IN CASH AND CASH EQUIVALENTS                           --                 --

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                 --                 --
                                                        ----------         ----------

CASH AND CASH EQUIVALENTS - END OF PERIOD               $       --         $       --
                                                        ==========         ==========
</TABLE>

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

                        See notes to financial statements


                                       F-4

<PAGE>

                                 AUX (USA) INC.
                (Formerly Known as Heritage Capital Group, Inc.)
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2004
================================================================================

1     ORGANIZATION

      AUX (USA) Inc. ("the Company) was incorporated under the laws of the State
      of Delaware on June 17, 2003 and has been inactive (except for incurring
      organization and related expenses) since inception. The Company intends to
      serve as a vehicle to effect an asset acquisition, merger, exchange of
      capital stock or other business combination with a domestic or foreign
      business.

      On November 5, 2004, the Company amended Article One of its Articles of
      Incorporation to change its name from Heritage Capital Group, Inc. to AUX
      (USA) Inc. This amendment was approved by unanimous resolutions adopted as
      of November 3, 2004 by the Company's stockholders and Board of Directors.

2     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      BASIS OF PRESENTATION - DEVELOPMENT STAGE COMPANY

      The Company has not earned any revenue from operations. Accordingly, the
      Company's activities have been accounted for as those of a "Development
      Stage Enterprise", as set forth in Financial Accounting Standards Board
      Statement No. 7 ("SFAS 7"). Among the disclosures required by SFAS 7 are
      that the Company's financial statements be identified as those of a
      development stage company, and that the statements of operations,
      stockholder's equity and cash flows disclose activity since the date of
      the Company's inception.

      ACCOUNTING METHOD

      The Company's financial statements are prepared using the accrual method
      of accounting. The Company has elected a fiscal year ending on December
      31st.

3     GOING CONCERN

      The Company's financial statements are prepared using generally accepted
      accounting principles applicable to a going concern that contemplates the
      realization of assets and liquidation of liabilities in the normal course
      of business. The Company has not established any source of revenue to
      cover its operating costs. The Company will engage in very limited
      activities without incurring any liabilities that must be satisfied in
      cash until a source of funding is secured. The Company will offer non-cash
      consideration and seek equity lines as a means of financing its
      operations. If the Company is unable to obtain revenue producing contracts
      or financing, or if the revenue or financing it does obtain is
      insufficient to cover any operating losses it may incur, it may
      substantially curtail or terminate its operations or seek other business
      opportunities through strategic alliances, acquisitions or other
      arrangements that may dilute the interests of existing stockholders.


                                       F-5