SecProbe.io

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Mail Stop 0409

								March 9, 2005

By mail and fax to:

Hongjun Li
President
Songzai International Holding Group, Inc.
5237 Farago Ave
Temple City, CA 91780

Re: Songzai International Holding Group, Inc.

      Form 8-K filed January 20, 2005
      File No. 333-66994

Dear Mr. Li,

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your documents in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 8-K

General

1. We note that your Item 4.01 Form 8-K was filed as an Item 9.01
8-
K.  Please amend your filing to file as an Item 4.01 Form 8-K.

2. Please revise to clarify whether the effective date of your
predecessor auditor`s resignation was December 10, 2004 as
disclosed
in exhibit 99.1 by your former accountants or January 20, 2005 as
disclosed in your filing and advise us.  Also, explain to us why
the
Company engaged new auditors effective December 3, 2004, prior to
the
resignation of the predecessor auditors.  Refer to Item 304
(a)(1)(iii) of Regulation S-B.

Disagreements

3. Please revise to clarify the periods in which there were no
disagreements with Perrella & Associates, P.A on any matter of
accounting principles or practices, financial disclosures, or
auditing scope or procedure.  For example, state whether during
the
registrant`s two most recent fiscal years and any subsequent
interim
period through the date of dismissal/resignation etc. that there
were
any disagreements with the former accountant on any matter of
accounting principles or practices, financial disclosures, or
auditing scope or procedure.

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filing reviewed by the staff to be
certain
that they have provided all information investors require for an
informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

Please file an amendment via EDGAR in response to these comments
within 5 business days of the date of this letter, unless
specified
otherwise, or contact us immediately if you require additional
time.
Such amendment should be filed under cover of Form 8-KA and should
include the ITEM 4 designation. A letter from your former
accountant
addressing the revised disclosures should also be included in your
amended Form 8-K and filed as Exhibit 16. To expedite the
processing
of the Form 8-K, please furnish a courtesy copy of the filing to
the
undersigned.

You may direct any questions regarding this comment to me at 202-
824-
5356.

								Sincerely,

								Robert Telewicz
								Staff Accountant

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Songzai International Holding Group, Inc.
March 9, 2005

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