AS  FILED  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION  ON OCTOBER 15, 2004
                                                REGISTRATION NO. _______________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                AMENDMENT NO. 1
                                       TO
                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


    Songzai International Holding Group, Inc. f/k/a Hertitage Companies, Inc.
    -------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

             Nevada                                         13-3422912
             ------                                         ----------
(State  or  other  jurisdiction  of                       (IRS  Employer
incorporation  or  organization)                        Identification  No.)

                                5628 Halifax Road
                                -----------------
                                Arcadia, CA 91007
     (Address  of  Principal  Executive  Offices,  including  ZIP  Code)

               Amended 2004 Non-Qualified Stock Compensation Plan
               --------------------------------------------------
                            (Full title of the plan)

                         Acorn Corporate Services, Inc.
                         ------------------------------
                          3225 S. McLeod Dr., Ste 110.
                              Las Vegas, NV 89121
                    (Name and address of agent for service)

                                 (954) 975-5643
                                 --------------
          (Telephone number, including area code, of agent for service)

<PAGE>
                        CALCULATION OF REGISTRATION FEE


TITLE OF                           PROPOSED       PROPOSED
SECURITIES         AMOUNT OF       MAXIMUM        MAXIMUM       AMOUNT OF
TO BE                SHARES        OFFERING       AGGREGATE     REGISTRATION
REGISTERED      TO BE REGISTERED   PRICE PER      OFFERING      FEE
                                   SHARE          PRICE(1)
----------      ----------------   ---------      ---------     ------------

$.001 par value      500,000       $  .67 (1)     $ 335,000        $42.44
common stock
----------      ----------------   ---------      ---------     ------------

TOTALS               500,000                      $ 335,000        $42.44

(1)  This  calculation  is  made  solely  for  the  purposes  of determining the
     registration  fee  pursuant  to  the  provisions  of  Rule 457(c) under the
     Securities  Act  of 1933, as amended, and is calculated on the basis of the
     average of the high and low prices reported on the OTC Bulletin Board as of
     October  12,  2004.


<PAGE>

                           INCORPORATION BY REFERENCE
                                       OF
                         EARLIER REGISTRATION STATEMENT


Songzai  International  Holding  Group,  Inc.  (the  "Registrant")  previously
registered  2,200,000  shares  of  Common  Stock, par value $.001 per share, for
issuance  under its 2004 Non-Qualified Stock Compensation Plan (the "Plan"). The
registration  of  such  shares was effected on a Form S-8 Registration Statement
filed  with the Securities and Exchange Commission on December 17, 2004, bearing
the file number 333-11262 (the "Initial Registration Statement"). The Registrant
has  amended  the  Plan  to provide for the issuance thereunder of an additional
500,000 shares of Common Stock (the "Amended Plan"). This Registration Statement
is  being filed to register the additional 500,000 shares of Common Stock of the
same  class  as those for which the Initial Registration Statement is effective.
Accordingly,  pursuant to General Instruction E of Form S-8, the contents of the
Initial  Registration  Statement  are  hereby  incorporated herein by reference.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item  8.      Exhibits

5.1           Opinion and Consent of the Law Offices of Harold H. Martin, P.A.
10.1          Amended  2004  Non-Qualified  Stock  Compensation  Plan
23.1          Consent  of  Perrella  &  Associates,  P.A.
99.1          Nevada  Revised  Statutes  78.7502



<PAGE>

                                   SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the Registrant
certifies  it  has  reasonable  grounds  to  believe  that  it  meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized  in  the  city  of  Fort Lauderdale, State of Florida, on October 15,
2004.


Sonzai  International  Holding  Group,  Inc.
(Registrant)


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


     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  date  indicated.



SIGNATURES                          TITLE                      DATE

/s/  Li,  Hong  Jun
-------------------
Li,  Hong  Jun             President  and  Director      October  15,  2004



/s/  Xing,  Dian  Sheng
-----------------------
Xing,  Dian  Sheng         Chief  Executive  Officer     October  15,  2004



/s/  Li,  Hong  Wen
-------------------
Li,  Hong  Wen             Chairman                      October  15,  2004
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 5688}]
{"company-data": {"conformed-name": "SONGZAI INTERNATIONAL HOLDING GROUP INC", "cik": "0001145761", "assigned-sic": "7361", "irs-number": "431932733", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-119822", "film-number": "041084962"}, "business-address": {"street1": "5237 FARAGO AVE.", "city": "TEMPLE CITY", "state": "CA", "zip": "91780", "phone": "(954)975-5643"}, "mail-address": {"street1": "5237 FARAGO AVE.", "city": "TEMPLE CITY", "state": "CA", "zip": "91780"}, "former-company": [{"former-conformed-name": "HERITAGE COMPANIES INC", "date-changed": "20020612"}, {"former-conformed-name": "NATIONAL HEADHUNTERS INC", "date-changed": "20010726"}]}
AS  FILED  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION  ON OCTOBER 15, 2004
                                                REGISTRATION NO. _______________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                AMENDMENT NO. 1
                                       TO
                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

    Songzai International Holding Group, Inc. f/k/a Hertitage Companies, Inc.
    -------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

             Nevada                                         13-3422912
             ------                                         ----------
(State  or  other  jurisdiction  of                       (IRS  Employer
incorporation  or  organization)                        Identification  No.)

                                5628 Halifax Road
                                -----------------
                                Arcadia, CA 91007
     (Address  of  Principal  Executive  Offices,  including  ZIP  Code)

               Amended 2004 Non-Qualified Stock Compensation Plan
               --------------------------------------------------
                            (Full title of the plan)

                         Acorn Corporate Services, Inc.
                         ------------------------------
                          3225 S. McLeod Dr., Ste 110.
                              Las Vegas, NV 89121
                    (Name and address of agent for service)

                                 (954) 975-5643
                                 --------------
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

TITLE OF                           PROPOSED       PROPOSED
SECURITIES         AMOUNT OF       MAXIMUM        MAXIMUM       AMOUNT OF
TO BE                SHARES        OFFERING       AGGREGATE     REGISTRATION
REGISTERED      TO BE REGISTERED   PRICE PER      OFFERING      FEE
                                   SHARE          PRICE(1)
----------      ----------------   ---------      ---------     ------------

$.001 par value      500,000       $  .67 (1)     $ 335,000        $42.44
common stock
----------      ----------------   ---------      ---------     ------------

TOTALS               500,000                      $ 335,000        $42.44

(1)  This  calculation  is  made  solely  for  the  purposes  of determining the
     registration  fee  pursuant  to  the  provisions  of  Rule 457(c) under the
     Securities  Act  of 1933, as amended, and is calculated on the basis of the
     average of the high and low prices reported on the OTC Bulletin Board as of
     October  12,  2004.
INCORPORATION BY REFERENCE
                                       OF
                         EARLIER REGISTRATION STATEMENT

Songzai  International  Holding  Group,  Inc.  (the  "Registrant")  previously
registered  2,200,000  shares  of  Common  Stock, par value $.001 per share, for
issuance  under its 2004 Non-Qualified Stock Compensation Plan (the "Plan"). The
registration  of  such  shares was effected on a Form S-8 Registration Statement
filed  with the Securities and Exchange Commission on December 17, 2004, bearing
the file number 333-11262 (the "Initial Registration Statement"). The Registrant
has  amended  the  Plan  to provide for the issuance thereunder of an additional
500,000 shares of Common Stock (the "Amended Plan"). This Registration Statement
is  being filed to register the additional 500,000 shares of Common Stock of the
same  class  as those for which the Initial Registration Statement is effective.
Accordingly,  pursuant to General Instruction E of Form S-8, the contents of the
Initial  Registration  Statement  are  hereby  incorporated herein by reference.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item  8.      Exhibits

5.1           Opinion and Consent of the Law Offices of Harold H. Martin, P.A.
10.1          Amended  2004  Non-Qualified  Stock  Compensation  Plan
23.1          Consent  of  Perrella  &  Associates,  P.A.
99.1          Nevada  Revised  Statutes  78.7502
SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the Registrant
certifies  it  has  reasonable  grounds  to  believe  that  it  meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized  in  the  city  of  Fort Lauderdale, State of Florida, on October 15,
2004.

Sonzai  International  Holding  Group,  Inc.
(Registrant)

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

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  date  indicated.

SIGNATURES                          TITLE                      DATE

/s/  Li,  Hong  Jun
-------------------
Li,  Hong  Jun             President  and  Director      October  15,  2004

/s/  Xing,  Dian  Sheng
-----------------------
Xing,  Dian  Sheng         Chief  Executive  Officer     October  15,  2004

/s/  Li,  Hong  Wen
-------------------
Li,  Hong  Wen             Chairman                      October  15,  2004