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

                                    FORM 10-Q

                                   (Mark one)

                 |X| QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2008

                                       OR

                   |_| REPORT UNDER SECTION 13 OR 15(d) OF THE
                                  EXCHANGE ACT

                For the transition period from ______ to _______

                        COMMISSION FILE NUMBER 000-51575

                            WEALTHCRAFT SYSTEMS INC.
        (Exact name of small business issuer as specified in its charter)

              Nevada                                        88-0409165
 -------------------------------               ---------------------------------
 (State or Other Jurisdiction of               (IRS Employer Identification No.)
  Incorporation or Organization)

     Unit A, 9/F On Hing Building, No. 1 On Hing Terrace, Central Hong Kong
                    (Address of Principal Executive Offices)

                                +[852] 3586-8233
              (Registrant's Telephone Number, Including Area Code)

Indicate by check mark whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities 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 |_|

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):

Large accelerated filer |_|                        Accelerated filer |_|

Non-accelerated filer |_|                          Smaller reporting company |X|

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |_| No |X|

As of May 15, 2008, there were 10,900,000 shares of Common Stock outstanding.

<PAGE>

                    WEALTHCRAFT SYSTEMS INC. AND SUBSIDIARIES

                                TABLE OF CONTENTS

                                                                            Page

                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements..................................................1

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations............................................20

Item 3.  Quantitative and Qualitative Disclosures about Market Risk...........24

Item 4T. Controls and Procedures..............................................24

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings....................................................25

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds..........25

Item 3.  Defaults Upon Senior Securities......................................33

Item 4.  Submission of Matters to a Vote of Security Holders..................33

Item 5.  Other Information....................................................33

Item 6.  Exhibits.............................................................33

Signatures....................................................................33

Certifications

      31.1  Chief Executive Officer's Certificate, pursuant to Section 302 of
            the Sarbanes-Oxley Act of 2002

      31.2  Chief Financial Officer's Certificate, pursuant to Section 302 of
            the Sarbanes-Oxley Act of 2002

      32.1  Chief Executive Officer's Certificate, pursuant to Section 906 of
            the Sarbanes-Oxley Act of 2002

      32.2  Chief Financial Officer's Certificate, pursuant to Section 906 of
            the Sarbanes-Oxley Act of 2002


                                        i
<PAGE>

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

                     WEALTHCRAFT SYSTEMS INC. AND SUBSIDIARY

                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                TABLE OF CONTENTS

Condensed Consolidated Balance Sheets as of March 31, 2008 (Unaudited)
and December 31, 2007                                                          2

Unaudited Condensed Consolidated Statements of Operations                      3

Unaudited Condensed Consolidated Statements of Cash Flow                       4

Notes to unaudited Condensed Consolidated Financial Statements                 5


                                       1
<PAGE>

                     WEALTHCRAFT SYSTEMS INC. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                     ASSETS

                                                                           March 31, 2008        December 31, 2007
                                                                           --------------        -----------------
Current Assets                                                              (UNAUDITED)
<S>                                                                         <C>                     <C>
     Cash and cash equivalents                                              $    24,118             $     8,904
     Accounts receivable                                                        357,558                 432,132
     Deposit and other assets                                                    31,399                  33,853
                                                                            -----------             -----------
             Total Current Assets                                               413,075                 474,889
                                                                            -----------             -----------

Property and equipment, net                                                     115,630                 113,710
                                                                            -----------             -----------

Intangible asset, net                                                           211,146                 218,200
                                                                            -----------             -----------

             Total Assets                                                   $   739,851             $   806,799
                                                                            ===========             ===========

                                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
     Accounts payable and accrued expenses                                  $   141,011             $   201,975
     Bank overdraft                                                              35,113                  37,778
     Deferred income                                                            540,926                 358,547
     Loan from related parties                                                   80,624                 113,792
     Loan payable                                                               142,208                  80,363
     Current portion, note payable                                               11,513                  12,167
                                                                            -----------             -----------

             Total Current Liabilities                                          951,395                 804,622
                                                                            -----------             -----------

Long Term Liabilities
     Shareholder loan payable                                                   394,990                 394,068
     Note payable, net of current portion                                           997                   3,944
                                                                            -----------             -----------
             Total Long Term  Liabilities                                       395,987                 398,012
                                                                            -----------             -----------

             Total Liabilities                                                1,347,382               1,202,634
                                                                            -----------             -----------

Stockholders' Equity (Deficit)
     Common stock, $.001 par value, 25,000,000
     shares authorized, 10,900,000 issued and outstanding                        10,900                  10,900
     Additional paid in capital                                               7,010,219               7,010,219
     Other comprehensive Income                                                  44,211                     572
     Accumulated deficit                                                     (7,672,861)             (7,417,526)
                                                                            -----------             -----------

             Total Stockholders' Equity (Deficit)                              (607,531)               (395,835)
                                                                            -----------             -----------

             Total Liabilities and Stockholders' Equity (Deficit)           $   739,851             $   806,799
                                                                            ===========             ===========
</TABLE>

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


                                       2
<PAGE>

                     WEALTHCRAFT SYSTEMS INC. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                  2008             2007
                                                                              ------------     ------------
<S>                                                                           <C>              <C>
Revenue                                                                       $    386,091     $    178,736

Cost of revenue                                                                    275,128          133,559
                                                                              ------------     ------------
                          Gross profit                                             110,963           45,177

General and administrative expenses                                                365,294          632,344

                                                                              ------------     ------------
                          Loss from operations                                    (254,331)        (587,167)
                                                                              ------------     ------------

Other (Income) Expense
                          Interest income                                              (18)            (627)

                          Other income                                                 122             (827)
                          Interest expense                                             899              723
                                                                              ------------     ------------
                          Total Other (Income) Expense                               1,003             (731)
                                                                              ------------     ------------

                          Net income (loss)                                       (255,334)        (586,436)

Other comprehensive loss
                               Foreign currency translation gain (loss)             43,639          (18,933)
                                                                              ------------     ------------

                          Net Comprehensive Income (Loss)                     $   (211,695)    $   (605,369)
                                                                              ============     ============

Basic and diluted weighted average shares outstanding                           10,900,000        8,083,333
                                                                              ============     ============

Basic and diluted loss per share                                              $      (0.02)    $      (0.07)
                                                                              ============     ============
</TABLE>

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


                                       3
<PAGE>

                     WEALTHCRAFT SYSTEMS INC. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                               2008           2007
                                                                            ---------      ---------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                         <C>            <C>
      Net loss                                                              $(255,334)     $(586,436)

      Adjustments to reconcile net loss to net cash
      provided by (used in) operating activities:

      Depreciation and amortization                                            32,650         10,342
      (Increase) / decrease in current assets:

         Accounts receivables                                                  75,467        (43,691)

         Deposit and other assets                                               2,530        (12,387)
         Increase / (decrease) in current liabilities:

         Accounts payable and accrued expenses                                (61,268)      (111,759)

         Deferred revenue                                                     181,257        (76,068)
                                                                            ---------      ---------

      Total Adjustments                                                       230,636       (233,563)
                                                                            ---------      ---------

      Net cash used in operating activities                                   (24,698)      (819,999)
                                                                            ---------      ---------

CASH FLOWS FROM INVESTING ACTIVITIES

      Investment in intangible assets                                              --        (29,416)

      Purchase of property and equipment                                           --        (49,659)
                                                                            ---------      ---------

      Net cash used in investing activities                                        --        (79,075)
                                                                            ---------      ---------

CASH FLOWS FROM FINANCING ACTIVITIES

      Loan from related parties                                               (22,450)        57,490
      Bank overdraft                                                           (2,749)

      Payments on bank loan                                                    (3,634)        (4,966)

      Proceeds from issuance of note payable                                   71,844        361,790
                                                                            ---------      ---------

      Net cash provided by financing activities                                43,011        414,314
                                                                            ---------      ---------

      Effect of exchange rate changes on cash and cash equivalents             (3,098)        23,275
                                                                            ---------      ---------

      Net increase/(decrease) in cash and cash equivalents                     15,214       (461,485)

      Cash and cash equivalents, beginning balance                              8,904        729,762
                                                                            ---------      ---------

      Cash and cash equivalents, ending balance                             $  24,118      $ 268,277
                                                                            =========      =========

SUPPLEMENTAL DISCLOSURES:

      Cash paid during the year for:

           Income tax payments                                              $      --      $      --
                                                                            =========      =========

           Interest payments                                                $     899      $     723
                                                                            =========      =========

</TABLE>

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


                                       4
<PAGE>

                     WEALTHCRAFT SYSTEMS INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - ORGANIZATION

      WealthCraft Systems, Inc. (formerly Parque La Quinta Estates) was
      organized October 29, 1992 under the laws of the State of Nevada. On
      November 13, 2007, WealthCraft Systems, Inc. ("WealthCraft") completed the
      transactions contemplated by that certain Exchange Agreement, dated as of
      October 19, 2007, by and among WealthCraft, certain shareholders of
      WealthCraft, WealthCraft Systems Ltd., a private limited company organized
      under the laws of the Hong Kong Special Administrative Region of the
      People's Republic of China ("WealthCraft HK") and the shareholders of
      WealthCraft HK (the "Exchange Agreement"). Accordingly, WealthCraft
      acquired all of the issued and outstanding shares of stock of WealthCraft
      HK, in exchange for the issuance in the aggregate of 7,000,000 shares of
      common stock of WealthCraft, which shares representED 70% of the issued
      and outstanding capital stock of WealthCraft after the consummation of the
      Exchange Agreement and the transactions contemplated thereby. As a result
      of the Exchange Agreement, WealthCraft HK became a wholly-owned subsidiary
      of WealthCraft.

      WealthCraft HK was incorporated under the laws in Hong Kong on August 1,
      2003. On September 19, 2005, WealthCraft Systems (Shenzhen) Limited
      ("WealthCraft Shenzhen"), a private limited company, was organized under
      the laws of the People's Republic of China. WealthCraft Shenzhen is owned
      100% by WealthCraft HK. When used in these notes, the terms "Company,"
      "we," "our," or "us" mean WealthCraft Systems, Inc. and its wholly-owned
      subsidiary WealthCraft HK and its wholly-owned subsidiary WealthCraft
      Shenzhen.


                                       5
<PAGE>

      The Company through its acquisition of WealthCraft HK is no longer
      considered a development stage company.

      WealthCraft is an information technology company that designs, develops,
      markets and supports a flexible, scalable and secure technology platform
      for wealth management services for financial institutions, including
      investment advisory firms, securities brokerage firms, retail and private
      banks, mutual fund companies and insurance companies. Our focus is on the
      Asia market, primarily Hong Kong, Taiwan, Singapore and Mainland China, a
      market that we believe currently lacks a comprehensive technology solution
      for servicing the growing wealth management industry. Because of a number
      of factors, including language and currency issues, existing products
      available in other parts of the world are not readily adaptable to the
      Asian market.

      WealthCraft offers financial institutions a complete, customized solution
      for their wealth management business. Our principal business solution,
      Advisor Workbench, which is implemented through our proprietary
      technology, gives financial professionals the tools and services required
      to develop and expand their wealth management business, including customer
      relationship management, financial planning, investment research,
      portfolio management and trade execution. This enables financial
      institutions to enhance customer loyalty, enhance financial advisor
      productivity, strengthen customer relationships and increase assets under
      management. We also offer an integrated back-office system providing order
      execution, order management and portfolio and commission management. The
      final product offering allows institutions to access the industry standard
      SWIFTnet funds transfer system thereby allowing automated mutual fund
      transactions which is generally manually performed in Asia.

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Unaudited Interim Financial Information

      The accompanying unaudited consolidated financial statements have been
      prepared by Wealthcraft pursuant to the rules and regulations of the
      Securities and Exchange Commission (the "SEC"), Form 10-QSB, Article 8-03
      of Regulation S-X, and generally accepted accounting principles for
      interim financial reporting. The information furnished herein reflects all
      adjustments (consisting of normal recurring accruals and adjustments)
      which are, in the opinion of management, necessary to fairly present the
      operating results for the respective periods. Certain information and
      footnote disclosures normally present in annual consolidated financial
      statements prepared in accordance with accounting principles generally
      accepted in the United States of America have been omitted pursuant to
      such rules and regulations. These consolidated financial statements should
      be read in conjunction with the audited consolidated financial statements
      and footnotes included in the Company's Annual Report on Form 10-KSB. The
      results of the three months ended March 31, 2008 are not necessarily
      indicative of the results to be expected for the full year ending December
      31, 2008.


                                       6
<PAGE>

      Basis of Presentation

      The accompanying consolidated financial statements have been prepared in
      conformity with accounting principles generally accepted in the United
      States of America. Functional currency of WealthCraft HK and WealthCraft
      Shenzhen is the Hong Kong Dollar and Chinese Yuan, respectively; however
      the accompanying consolidated financial statements have been translated
      and presented in United States Dollars (USD).

      Translation Adjustment

      As of March 31, 2008, the accounts of WealthCraft HK and WealthCraft
      Shenzhen were maintained, and its financial statements were expressed, in
      Hong Kong Dollar (HKD) and Chinese Yuan (CNY), respectively. Such
      financial statements were translated into USD in accordance with Statement
      of Financial Accounting Standards No. 52 ("SFAS 52"), "Foreign Currency
      Translation," with the HKD and CNY as the functional currency. According
      to the Statement, all assets and liabilities were translated at the
      current exchange rate, stockholders' equity is translated at the
      historical rates and income statement items are translated at the average
      exchange rate for the period. The resulting translation adjustments are
      reported under other comprehensive income in accordance with Statement of
      Financial Accounting Standards No. 130 ("SFAS 130"), "Reporting
      Comprehensive Income," as a component of stockholders' equity.

      Use of Estimates

      The preparation of financial statements in conformity with generally
      accepted accounting principles requires management to make estimates and
      assumptions that affect the reported amounts of assets and liabilities and
      disclosure of contingent assets and liabilities at the date of the
      financial statements and the reported amounts of revenues and expenses
      during the reporting period. Actual results could differ from those
      estimates.

      Principles of Consolidation

      The consolidated financial statements include the accounts of WealthCraft
      and its wholly owned subsidiary WealthCraft HK and its wholly owned
      subsidiary WealthCraft Shenzhen. All material intercompany accounts,
      transactions and profits have been eliminated in consolidation.

      Contingencies

      Certain conditions may exist as of the date the financial statements are
      issued, which may result in a loss to the Company but which will only be
      resolved when one or more future events occur or fail to occur. Our
      management and legal counsel assess such contingent liabilities, and such
      assessment inherently involves an exercise of judgment. In assessing loss
      contingencies related to legal proceedings that are pending against the
      Company or unasserted claims that may result in such proceedings, the
      Company's legal counsel evaluates the perceived merits of any legal
      proceedings or unasserted claims as well as the perceived merits of the
      amount of relief sought or expected to be sought.

      If the assessment of a contingency indicates that it is probable that a
      material loss has been incurred and the amount of the liability can be
      estimated, then the estimated liability would be accrued in the Company's
      financial statements. If the assessment indicates that a potential
      material loss contingency is not probable but is reasonably possible, or
      is probable but cannot be estimated, then the nature of the contingent
      liability, together with an estimate of the range of possible loss if
      determinable and material would be disclosed.


                                       7
<PAGE>

      Loss contingencies considered to be remote by management are generally not
      disclosed unless they involve guarantees, in which case the guarantee
      would be disclosed.

      Risks and Uncertainties

      The Company is subject to substantial risks from, among other things,
      intense competition associated with the industry in general, other risks
      associated with financing, liquidity requirements, rapidly changing
      customer requirements, limited operating history, foreign currency
      exchange rates and the volatility of public markets.

      Cash and Cash Equivalents

      Cash and cash equivalents include cash in hand and cash in time deposits,
      certificates of deposit and all highly liquid debt instruments with
      original maturities of three months or less.

      Accounts Receivable

      We maintain reserves for potential credit losses on accounts receivable.
      Management reviews the composition of accounts receivable and analyzes
      historical bad debts, customer concentrations, customer credit worthiness,
      current economic trends and changes in customer payment patterns to
      evaluate the adequacy of these reserves. Terms of the sales vary. Reserves
      are recorded primarily on a specific identification basis. As of March 31,
      2008 and December 31, 2007, the Company did not reserve any allowance for
      doubtful debts.

      Property, Plant & Equipment

      Property, plant and equipment are stated at cost. Expenditures for
      maintenance and repairs are charged to earnings as incurred; additions,
      renewals and betterments are capitalized. When property and equipment are
      retired or otherwise disposed of, the related cost and accumulated
      depreciation are removed from the respective accounts, and any gain or
      loss is included in operations. Depreciation of property and equipment is
      provided using the straight-line method for substantially all assets with
      estimated lives of:

               Equipment                                3 - 5 years
               Computer Hardware and Software           3 - 5 years

      As of March 31, 2008 and December 31, 2007 property and equipment
      consisted of the following:

                                                3/31/2008     12/31/2007
                                                ---------     ----------
         Office furniture and equipment         $ 131,936     $ 116,311
         Computer hardware and software            80,187        79,771
                                                ---------     ---------
                                                  212,123       196,082

         Accumulated depreciation                 (96,493)      (82,372)
                                                ---------     ---------
                                                $ 115,630     $ 113,710
                                                =========     =========

                                       8
<PAGE>

      Depreciation expense was $11,518 and $10,342 for the three months ended
      March 31, 2008, and 2007, respectively.

      Fair Value of Financial Instruments

      Statement of Financial Accounting Standards No. 107 ("SFAS 107"),
      Disclosures about Fair Value of Financial Instruments," requires that the
      Company disclose estimated fair values of financial instruments. The
      carrying amounts reported in the statements of financial position for
      current assets and current liabilities qualifying as financial instruments
      are a reasonable estimate of fair value.

      Intangible Asset

      Statement of Financial Accounting Standards No. 86 ("SFAS 86"),
      "Accounting for Costs of Computer Software to be Sold, Leased, or
      otherwise Marketed," requires companies to expense software development
      costs as they incur them until technological feasibility has been
      established, at which time production costs are capitalized until the
      product is available for general release to customers. As of March 1, 2006
      we established technological feasibility for Advisor Workbench 2.0 but it
      was not yet available for general release and, accordingly, we have
      capitalized all development costs through the end of August 1, 2007.

      Statement of Financial Accounting Standards No. 2 ("SFAS 2"), "Accounting
      for Research and Development Costs," establishes accounting and reporting
      standards for research and development. In accordance with SFAS 2, costs
      we incur to enhance our existing products after the general release of the
      service using the product are expensed in the period they are incurred and
      included in research and development costs in our statements of
      operations.

                                              3/31/2008     12/31/2007
                                              ---------     ----------
      Software Development Cost              $  294,778     $  253,394

      Accumulated amortization                  (83,632)       (35,194)
                                             ----------     ----------
      Total                                  $  211,146     $  218,200
                                             ==========     ==========

      The intangible assets are amortized amortized over the useful life,
      generally two to three years from the general release date. Amortization
      expenses were $21,132 and $0 for the three months ended March 31, 2008 and
      2007, respectively.

      Amortization expenses for the Company's intangible assets over the next
      fiscal years are estimated to be:

          March 31,      $   84,528
               2009          84,528
               2010          42,090
               2011      ----------
          Total          $  211,146
                         ==========


                                       9
<PAGE>

      Revenue Recognition

      Revenue is recognized when persuasive evidence of an arrangement exists,
      delivery has occurred, the fee is fixed or determinable, and
      collectibility is probable. We enter into certain arrangements where we
      are obligated to deliver multiple products and/or services (multiple
      elements). In these arrangements, we generally allocate the total revenue
      among the elements based on the sales price of each element when sold
      separately (vendor-specific objective evidence).

      We account for the licensing of software in accordance with American
      Institute of Certified Public Accountants (AICPA) Statement of Position
      (SOP) 97-2, Software Revenue Recognition. The application of SOP 97-2
      requires judgment, including whether a software arrangement includes
      multiple elements, and if so, whether vendor-specific objective evidence
      (VSOE) of fair value exists for those elements. Customers receive certain
      elements of our products over a period of time. These elements include
      free post-delivery telephone support and the right to receive unspecified
      upgrades/enhancements on a when-and-if-available basis, the fair value of
      which is recognized over the product's estimated life cycle. Changes to
      the elements in a software arrangement, the ability to identify VSOE for
      those elements, the fair value of the respective elements, and changes to
      a product's estimated life cycle could materially impact the amount of
      earned and deferred revenue. Judgment is also required to assess whether
      future releases of certain software represent new products or upgrades and
      enhancements to existing products.

      Revenue from licensing arrangements is accounted for as subscriptions,
      with billings recorded as deferred revenue and recognized as revenue
      ratably over the billing coverage period. Certain licensing arrangements
      include rights to receive future versions of software product on a
      when-and-if-available basis.

      Basic and Diluted Earnings Per Share

      Net loss per share is calculated in accordance with the Statement of
      Financial Accounting Standards No. 128 ("SFAS No. 128"), "Earnings per
      share". Basic net loss per share is based upon the weighted average number
      of common shares outstanding. Dilution is computed by applying the
      treasury stock method. Under this method, options and warrants are assumed
      to be exercised at the beginning of the period (or at the time of
      issuance, if later), and as if funds obtained thereby were used to
      purchase common stock at the average market price during the period.
      Weighted average number of shares used to compute basic and diluted loss
      per share is the same since the effect of dilutive securities is
      anti-dilutive.

      Advertising

      Advertising expenses consist primarily of costs of promotion for corporate
      image and product marketing and costs of direct advertising. We expense
      all advertising costs as incurred.

      Income Taxes

      The Company utilizes Statement of Financial Accounting Standards No. 109
      ("SFAS 109"), "Accounting for Income Taxes," which requires the
      recognition of deferred tax assets and liabilities for the expected future
      tax consequences of events that have been included in the financial
      statements or tax returns. Under this method, deferred income taxes are
      recognized for the tax consequences in future years of differences between


                                       10
<PAGE>

      the tax bases of assets and liabilities and their financial reporting
      amounts at each period end based on enacted tax laws and statutory tax
      rates applicable to the periods in which the differences are expected to
      affect taxable income. Valuation allowances are established, when
      necessary, to reduce deferred tax assets to the amount expected to be
      realized.

      Research and Development Costs

      Research and development costs are accounted for in accordance with
      several accounting pronouncements, including Statement of Financial
      Accounting Standards No. 2 ("SFAS 2"), "Accounting for Research and
      Development Costs", and Statement of Financial Accounting Standards No. 86
      ("SFAS 86"), "Accounting for the Costs of Computer Software to be Sold,
      Leased, or Otherwise Marketed." SFAS 86 specifies that costs incurred
      internally in researching and developing a computer software product
      should be charged to expense until technological feasibility has been
      established for the product. Once technological feasibility is
      established, all software costs are capitalized until the product is
      available for general release to customers. Judgment is required in
      determining when technological feasibility of a product is established.

      Statement of Cash Flows

      In accordance with Statement of Financial Accounting Standards No. 95
      ("SFAS 95"), "Statement of Cash Flows," cash flow from our operations is
      based upon the local currencies. As a result, amounts related to assets
      and liabilities reported on the statement of cash flows will not
      necessarily agree with changes in the corresponding balances on the
      balance sheet.

      Concentration of Credit Risk

      Financial instruments that potentially subject the Company to
      concentrations of credit risk are cash, accounts receivable and other
      receivables arising from our normal business activities. We place our cash
      in what we believe to be credit-worthy financial institutions. We have a
      diversified customer base, most of which is in Hong Kong, Taiwan,
      Singapore and Mainland China. We control credit risk related to accounts
      receivable through credit approvals, credit limits and monitoring
      procedures. The Company routinely assesses the financial strength of its
      customers and, based upon factors surrounding the credit risk, establishes
      an allowance, if required, for uncollectible accounts and, as a
      consequence, believes that its accounts receivable credit risk exposure
      beyond such allowance is limited.

      Segment Reporting

      Statement of Financial Accounting Standards No. 131 ("SFAS 131"),
      "Disclosure About Segments of an Enterprise and Related Information,"
      requires use of the "management approach" model for segment reporting. The
      management approach model is based on the way a company's management
      organizes segments within the company for making operating decisions and
      assessing performance. Reportable segments are based on products and
      services, geography, legal structure, management structure, or any other
      manner in which management disaggregates a company. SFAS 131 has no effect
      on the Company's consolidated financial statements as the Company consists
      of one reportable business segment as of March 31, 2008 and December 31,
      2007.


                                       11
<PAGE>

      Recent accounting pronouncements

      In September 2006, FASB issued Statement of Financial Accounting Standards
      No. 157 ("SFAS 157"), "Fair Value Measurements." This Statement defines
      fair value, establishes a framework for measuring fair value in generally
      accepted accounting principles (GAAP), and expands disclosures about fair
      value measurements. This Statement applies under other accounting
      pronouncements that require or permit fair value measurements, the Board
      having previously concluded in those accounting pronouncements that fair
      value is the relevant measurement attribute. Accordingly, this Statement
      does not require any new fair value measurements. However, for some
      entities, the application of this Statement will change current practice.
      This Statement is effective for financial statements issued for fiscal
      years beginning after November 15, 2007, and interim periods within those
      fiscal years. The Company's management is currently evaluating the effect
      of this pronouncement on financial statements.

      In September 2006, FASB issued Statement of Financial Accounting Standards
      No. 158 ("SFAS 158"), "Employers' Accounting for Defined Benefit Pension
      and Other Postretirement Plans"--an amendment of FASB Statements No. 87,
      88, 106, and 132(R). This Statement improves financial reporting by
      requiring an employer to recognize the over funded or under funded status
      of a defined benefit postretirement plan (other than a multiemployer plan)
      as an asset or liability in its statement of financial position and to
      recognize changes in that funded status in the year in which the changes
      occur through comprehensive income of a business entity or changes in
      unrestricted net assets of a not-for-profit organization. This Statement
      also improves financial reporting by requiring an employer to measure the
      funded status of a plan as of the date of its year-end statement of
      financial position, with limited exceptions. An employer with publicly
      traded equity securities is required to initially recognize the funded
      status of a defined benefit postretirement plan and to provide the
      required disclosures as of the end of the fiscal year ending after
      December 15, 2006. An employer without publicly traded equity securities
      is required to recognize the funded status of a defined benefit
      postretirement plan and to provide the required disclosures as of the end
      of the fiscal year ending after June 15, 2007. However, an employer
      without publicly traded equity securities is required to disclose the
      following information in the notes to financial statements for a fiscal
      year ending after December 15, 2006, but before June 16, 2007, unless it
      has applied the recognition provisions of this Statement in preparing
      those financial statements:

            a.    A brief description of the provisions of this Statement.

            b.    The date that adoption is required.

            c.    The date the employer plans to adopt the recognition
                  provisions of this Statement, if earlier.

      The requirement to measure plan assets and benefit obligations as of the
      date of the employer's fiscal year-end statement of financial position is
      effective for fiscal years ending after December 15, 2008. The Company's
      management is currently evaluating the effect of this pronouncement on
      financial statements.

      In February 2007, FASB issued FASB Statement No. 159, "The Fair Value
      Option for Financial Assets and Financial Liabilities". FAS 159 is
      effective for fiscal years beginning after November 15, 2007. Early
      adoption is permitted subject to specific requirements outlined in the new
      Statement. Therefore, calendar-year companies may be able to adopt FAS 159
      for their first quarter 2007 financial statements.


                                       12
<PAGE>

      The new Statement allows entities to choose, at specified election dates,
      to measure eligible financial assets and liabilities at fair value that
      are not otherwise required to be measured at fair value. If a company
      elects the fair value option for an eligible item, changes in that item's
      fair value in subsequent reporting periods must be recognized in current
      earnings. FAS 159 also establishes presentation and disclosure
      requirements designed to draw comparison between entities that elect
      different measurement attributes for similar assets and liabilities.

      In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests
      in Consolidated Financial Statements". This Statement amends ARB 51 to
      establish accounting and reporting standards for the noncontrolling
      (minority) interest in a subsidiary and for the deconsolidation of a
      subsidiary. It clarifies that a noncontrolling interest in a subsidiary is
      an ownership interest in the consolidated entity that should be reported
      as equity in the consolidated financial statements. SFAS No. 160 is
      effective for the Company's fiscal year beginning October 1, 2009. The
      Company's management is currently evaluating the effect of this
      pronouncement on financial statements.

      In March 2008, the FASB issued FASB Statement No. 161, "Disclosures about
      Derivative Instruments and Hedging Activities". The new standard is
      intended to improve financial reporting about derivative instruments and
      hedging activities by requiring enhanced disclosures to enable investors
      to better understand their effects on an entity's financial position,
      financial performance, and cash flows. It is effective for financial
      statements issued for fiscal years and interim periods beginning after
      November 15, 2008, with early application encouraged. The new standard
      also improves transparency about the location and amounts of derivative
      instruments in an entity's financial statements; how derivative
      instruments and related hedged items are accounted for under Statement
      133; and how derivative instruments and related hedged items affect its
      financial position, financial performance, and cash flows. The Company's
      management is currently evaluating the effect of this pronouncement on
      financial statements.

      In December 2007, the FASB issued SFAS No. 141(R), "Business
      Combinations". This Statement replaces SFAS No. 141, Business
      Combinations. This Statement retains the fundamental requirements in
      Statement 141 that the acquisition method of accounting (which Statement
      141 called the purchase method) be used for all business combinations and
      for an acquirer to be identified for each business combination. This
      Statement also establishes principles and requirements for how the
      acquirer: a) recognizes and measures in its financial statements the
      identifiable assets acquired, the liabilities assumed, and any
      noncontrolling interest in the acquiree; b) recognizes and measures the
      goodwill acquired in the business combination or a gain from a bargain
      purchase; and c) determines what information to disclose to enable users
      of the financial statements to evaluate the nature and financial effects
      of the business combination. SFAS No. 141(R) will apply prospectively to
      business combinations for which the acquisition date is on or after
      Company's fiscal year beginning October 1, 2009. While the Company has not
      yet evaluated this statement for the impact, if any, that SFAS No. 141(R)
      will have on its consolidated financial statements, the Company will be
      required to expense costs related to any acquisitions after September 30,
      2009.


                                       13
<PAGE>

Note 3 - COMMON STOCK

      On November 13, 2006 the board of directors submitted to, and a majority
      of shareholders eligible to vote, approved a proposal that, pursuant to
      the terms of a Share Exchange Agreement (see Note 4), the Company acquired
      all of the outstanding capital stock of WealthCraft HK in exchange for
      7,000,000 shares of the Company's common stock (the "Transaction"). This
      issuance of the Company's common stock was intended to be exempt from
      registration under the Securities Act of 1933, as amended ("Securities
      Act").

      In connection with the Transaction, certain shareholders of the Company
      agreed to cancel an aggregate of 5,075,000 shares of the Company's common
      stock resulting in 2,625,000 shares of common stock outstanding prior to
      the issuance of the above 7,000,000 shares.

      On November 13, 2006, the Company completed the sale and issuance of
      375,000 shares of Common Stock in the aggregate amount of $1,650,000, or
      $4.40 per share, of which $1,000,000 was paid at the initial closing and
      $650,000 was payable from time to time until the second anniversary of the
      closing to discharge invoices for legal, accounting and investor relations
      services incurred by the Company. As of March 31, 2008, all subscription
      amounts were paid and there is no subscription receivable outstanding.

      On June 5, 2007, the Company awarded two officers an aggregate of 900,000
      shares of common stock valued at $5.56 per share, or $5,000,000, based
      upon market price at the date of issuance, for services that were provided
      to the Company as compensation. The officers provided various services to
      the Company which included market research, strategic planning and
      identifying investment bankers.

Note 4 - SHARE EXCHANGE AGREEMENT

      On November 13, 2006, WealthCraft completed the Transactions contemplated
      by the certain Exchange Agreement. Accordingly, WealthCraft acquired all
      of the issued and outstanding shares of stock of WealthCraft HK, in
      exchange for the issuance in the aggregate of 7,000,000 shares of common
      stock of WealthCraft, which shares represented 70% of the issued and
      outstanding capital stock of WealthCraft after the consummation of the
      Exchange Agreement and the transactions contemplated thereby. As a result
      of the Exchange Agreement, WealthCraft HK became a wholly-owned subsidiary
      of WealthCraft.

      As a result of the Exchange Agreement, the reorganization was treated as
      an acquisition by the accounting acquiree that is being accounted for as a
      recapitalization and as a reverse merger by the legal acquirer for
      accounting purposes. Pursuant to the recapitalization, all capital stock
      shares and amounts and per share data have been retroactively restated.
      Accordingly, the financial statements include the following:


                                       14
<PAGE>

      (1)   The balance sheet consists of the net assets of the accounting
            acquirer at historical cost and the net assets of the legal acquirer
            at historical cost.

      (2)   The statements of operations include the operations of the
            accounting acquirer for the period presented and the operations of
            the legal acquirer from the date of the merger.

Note 5 - INCOME TAXES

      The Company is incorporated in the State of Navada and has operations in
      primarily two tax jurisdictions - the Peoples Republic of China (the
      "PRC"), Hong Kong ("HK") and the United States (the "US"). For certain
      operations in the US, HK and PRC, the Company has incurred net accumulated
      operating losses for income tax purposes. The Company believes that it is
      more likely than not that these net accumulated operating losses will not
      be utilized in the future. Therefore, the Company has provided full
      valuation allowance for the deferred tax assets arising from the losses at
      these locations as of March 31, 2007. Accordingly, the Company has no net
      deferred tax assets.

      The provision for income taxes from continuing operations on income
      consists of the following for the three month periods ended March 31, 2008
      and 2007:

                                                        2008           2007
        US Current Income Tax Expense (Benefit)
        Federal                                      $       -      $       -
        State                                                -              -
                                                     $       -      $       -

        PRC and HK Current Income Expense            $       -      $       -
        (Benefit)

        Total Provision for Income Tax               $       -      $       -

      The following is a reconciliation of the provision for income taxes at the
      U.S. federal income tax rate to the income taxes reflected in the
      Statement of Operations:

        ---------------------------------------------------------------------
                                                               2008      2007
        ---------------------------------------------------------------------
        Tax expense (credit) at statutory rate - federal        34%       34%
        ---------------------------------------------------------------------
        State tax expense net of federal tax                     6%       6%
        ---------------------------------------------------------------------
        Changes in valuation allowance                         (40%)     (40%)
        ---------------------------------------------------------------------
        Foreign income tax - PRC                                18%       15%
        ---------------------------------------------------------------------
        Exempt from income tax due to net loss                 (18%)     (15)%
        ---------------------------------------------------------------------
        Tax expense at actual rate                               0%        0%
        ---------------------------------------------------------------------


                                       15
<PAGE>

      United States of America

      As of March 31, 2008, the Company had approximately $5,671,704 in net
      operating loss carry forwards available to offset future taxable income in
      the United States. Federal net operating losses can generally be carried
      forward 20 years. The deferred tax assets for the Company at March 31,
      2008 consists mainly of net operating loss carry forwards and were fully
      reserved as the Company's management believes it is more likely than not
      that these assets will not be realized in the future.

      The following table sets forth the significant components of the net
      deferred tax assets for operation in the US as of March 31, 2008 and
      December 31, 2007.

        ------------------------------------------------------------------------
                                            March 31, 2008     December 31, 2007
        ------------------------------------------------------------------------
        Net operation loss carry forward     $    68,060          $ 5,603,643
        ------------------------------------------------------------------------
        Total deferred tax assets              1,928,379            1,905,239
        ------------------------------------------------------------------------
        Less: valuation allowance             (1,928,379)          (1,905,239)
        ------------------------------------------------------------------------
        Net deferred tax assets              $        --          $        --
        ------------------------------------------------------------------------

      People's Republic of China (PRC)

      Pursuant to the PRC Income Tax Laws, the Company's subsidiary, WealthCraft
      Shenzhen, is generally subject to Enterprise Income Taxes ("EIT") at a
      statutory rate of 33%, which comprises 30% national income tax and 3%
      local income tax. WealthCraft Shenzhenis qualified as a new technology
      enterprises and under PRC Income Tax Laws, it subject to a preferential
      tax rate of 18%.

      As of January 1, 2008, the new Enterprise Income Tax ("EIT") law replaced
      the existing laws for Domestic Enterprises ("DES") and Foreign Invested
      Enterprises ("FIEs"). The new standard EIT rate of 25% will replace the
      33% rate currently applicable to both DES and FIEs. The two years tax
      exemption, three years 50% tax reduction tax holiday for
      production-oriented FIEs will be eliminated. The Company's current
      applicable EIT rate under new EIT law is 18%, an amount which was approved
      by local Tax regulators.

      As of March 31, 2008 and 2007, WealthCraft Shenzhen had net operating loss
      carry forwards which can be carried forward five years to offset future
      taxable income. The deferred tax assets for WealthCraft Shenzhen at March
      31, 2008 consists mainly of net operating loss carry forwards and were
      fully reserved as the management believes it is more likely than not that
      these assets will not be realized in the future.

      The following table sets forth the significant components of the net
      deferred tax assets for operation in PRC as of March 31, 2008 and December
      31,2007.

        ------------------------------------------------------------------------
                                            March 31, 2008     December 31, 2007
        ------------------------------------------------------------------------
        Net operation loss carry forward     $   187,274         $  1,813,883
        ------------------------------------------------------------------------
        Total deferred tax assets                300,173              272,082
        ------------------------------------------------------------------------
        Less: valuation allowance               (300,173)            (272,082)
        ------------------------------------------------------------------------
        Net deferred tax assets              $        --         $         --
        ------------------------------------------------------------------------


                                       16
<PAGE>

      Aggregate net deferred tax assets

      The following table sets forth the significant components of the aggregate
      net deferred tax assets of the Company as of March 31, 2008 and December
      31, 2007:

        ------------------------------------------------------------------------
                                            March 31, 2008     December 31, 2007
        ------------------------------------------------------------------------
        Aggregate:
        ------------------------------------------------------------------------
        Total deferred tax assets            $   2,228,552      $    2,177,321
        ------------------------------------------------------------------------
        Less: valuation allowance               (2,228,552)         (2,177,321)
        ------------------------------------------------------------------------
        Net deferred tax assets              $          --      $           --
        ------------------------------------------------------------------------

Note 6- DEFERRED  REVENUE

      Deferred revenue represents customer billings, paid either upfront or
      annually at the beginning of each billing coverage period, that are
      accounted for as subscriptions with revenue recognized ratably over the
      billing coverage period. For certain other licensing arrangements revenue
      attributable to undelivered elements, including free post-delivery
      telephone support and the right to receive unspecified
      upgrades/enhancements on a when-and-if-available basis, is based on the
      sales price of those elements when sold separately and is recognized
      ratably on a straight-line basis over the life cycle of the related
      product. As of March 31, 2008 and December 31, 2007, deferred income
      amounted to $540,926 and $358,547, respectively.

Note 7 - NOTES PAYABLE

      As of March 31, 2008 and December 31, 2007, the Company had notes payable
      in the aggregate amount of $12,510 and $16,111, respectively. Notes
      payable are as follows:

<TABLE>
<CAPTION>
                        Description                             3/31/2008     12/31/2007
      ------------------------------------------------          ---------     ----------
      <S>                                                       <C>            <C>
      Secured note payable to a bank in
      Hong Kong, interest at the rate of 4% per annum,
      due on April 30, 2009                                     $ 12,510       $ 15,221

      Secured note payable to a bank in
      Hong Kong, interest at the rate of 6% per annum,
      due on January 24, 2008                                         --            890
                                                                --------       --------

      Total                                                       12,510         16,111
                                                                --------       --------
      Current portion                                           $ 11,513       $ 12,167
                                                                --------       --------
      Long-term portion                                         $    997       $  3,944
                                                                ========       ========
</TABLE>


                                       17
<PAGE>

Note 8 - RELATED PARTY LOAN TRANSACTIONS

      As of March 31, 2008 and December 31, 2007, the Company had a non-interest
      bearing, unsecured loan payable to shareholders of the Company amounting
      to $394,990 and $394,068, respectively. These loans are payable on demand.

      As of March 31, 2008 and December 31, 2007, the Company had a non-interest
      bearing, unsecured loan payable to a company amounting to $142,208 and
      $80,363, respectively. These loans are payable on demand.

Note 9 - OTHER COMPREHENSIVE  LOSS

      Balances of related after-tax components comprising accumulated other
      comprehensive loss, included in stockholders' equity at March 31, 2008 and
      December 31, 2007 is as follows:

                                               Accumulated Other
                                              Comprehensive Loss
                                              ------------------
      Balance at December 31, 2006            $            2,943
      Foreign currency loss 2007                          (2,371)
                                              ------------------
      Balance at December 31, 2007            $              572
      Foreign currency gain 2008                          43,639
                                              ------------------
      Balance at March 31, 2008               $           44,211
                                              ==================


Note 10 - COMMITMENTS

      The Company leases office and plant facilities under operating leases
      which terminate on March 6, 2007 and July 31, 2009. Rental expense for
      these leases consisted of $38,162 and $30,334 for the three months ended
      March 31, 2008 and 2007, respectively. The Company has future minimum
      lease obligations as follows:

                2009             $  88,117
                                 ---------
                Total            $  88,117
                                 =========


Note 11 - CURRENT VULNERABILITY DUE TO RISK FACTORS

      Our operations are carried out in Hong Kong (HK) and the People's Republic
      of China (PRC). Accordingly, our business, financial condition and results
      of operations may be influenced by the political, economic and legal
      environments in the HK and PRC, by the general state of the HK and PRC's
      economy. Our business may be influenced by changes in governmental
      policies with respect to laws and regulations, anti-inflationary measures,
      currency conversion and remittance abroad, and rates and methods of
      taxation, among other things.

Note 12 - STATUTORY COMMON WELFARE FUND

      In accordance with the laws and regulations of the PRC, WealthCraft
      Shenzhen must make appropriations from its after-tax profits to the
      statutory surplus reserves and statutory public welfare fund for staff and


                                       18
<PAGE>

      workers. The proportion of allocation for reserve is 5 to 10 percent of
      the profit after tax until the accumulated amount of allocation for
      statutory reserve reaches 50 percent of the registered capital. Statutory
      surplus reserves are to be utilized to offset prior years' losses or to
      increase the share capital.

      The General reserve fund and statutory surplus fund are restricted for set
      off against losses, expansion of production and operation or increase in
      register capital of the respective company. Statutory public welfare fund
      is restricted to the capital expenditures for the collective welfare of
      employees. These reserves are not transferable to the Company in the form
      of cash dividends, loans or advances. These reserves are therefore not
      available for distribution except in liquidation. As of March 31, 2008 and
      December 31, 2007, the Company had no reserves to these non-distributable
      reserve funds since it had no income from operations.

Note 13 - GOING CONCERN

      The accompanying consolidated financial statements have been prepared
      assuming that the Company will continue as a going concern. The Company
      has sustained net losses of $7,672,861 since its inception, and the
      Company's operations do not generate sufficient cash to cover its
      operating costs. These conditions raise substantial doubt about the
      Company's ability to continue as a going concern. These consolidated
      financial statements do not include any adjustments that might result from
      the outcome of this uncertainty.

      The Company has taken certain restructuring steps to provide the necessary
      capital to continue its operations. These steps included: 1) the
      acquisition of profitable operations through issuance of equity
      instruments; and 2) actively seeking additional funding; and 3) the
      restructurization of the acquired subsidiaries to increase profits and
      minimize the liabilities.


                                       19
<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations.

Special Note Regarding Forward Looking Statements

This Quarterly Report on Form 10-Q contains statements relating to future
results of WealthCraft Systems Inc. ("WealthCraft Holdings") (including certain
projections and business trends) that are "forward-looking statements" as
defined in the Private Securities Litigation Reform Act of 1995. Actual results
may differ materially from those projected as a result of certain risks and
uncertainties. These risks and uncertainties include, but are not limited to:
risks associated with demand for and market acceptance of existing and newly
developed products as to which we have made significant investments, slower than
anticipated penetration into the wealth management market; changes in product
requirements resulting in unexpected engineering and research and development
costs; delays and increased costs in product development, engineering and
production; reliance on a small number of significant customers; the emergence
of new or stronger competitors as a result of consolidation movements in the
market; the timing and market acceptance of our products; general economic and
industry conditions; the ability to protect proprietary information and
technology; competitive products and pricing pressures; our ability to keep pace
with the rapid technological changes and short product life cycles in our
industry and gain market acceptance for new products and technologies; and other
risks and uncertainties as are detailed from time to time in our Securities and
Exchange Commission filings. These forward-looking statements are made only as
of the date of the filing of this Form 10-Q, and we undertake no obligation to
update or revise the forward-looking statements, whether as a result of new
information, future events or otherwise.

Introduction

The following presentation of management's discussion and analysis of financial
condition and results of operation for WealthCraft Systems Inc. has been
prepared by its internal management and should be read in conjunction with the
audited financial statements of WealthCraft Systems Inc. for the years ended
December 31, 2007 and 2006 and the unaudited financial statements of WealthCraft
Systems Inc. contained elsewhere in this report. In this report, unless the
context otherwise requires, references to WealthCraft, the "Company", "we", "us"
or "our" include WealthCraft Holdings and its subsidiaries, WealthCraft Systems
Ltd., a private limited company organized under the laws of the Hong Kong
Special Administrative Region of the People's Republic of China ("WealthCraft
HK") WealthCraft Systems (Shenzhen) Limited, a China company and wholly-owned
subsidiary of WealthCraft HK ("WealthCraft SZ"), and references to our business
mean the combined businesses of WealthCraft Holdings, WealthCraft HK and
WealthCraft SZ.

WealthCraft Systems Inc. was incorporated on October 29, 1992 under the laws of
the State of Nevada under the name Parque La Quinta Estates. From February 1,
1993 until November 13, 2006, Parque La Quinta was inactive and was a so-called
"shell" company. On October 16, 2006 Parque La Quinta Estate's corporate name
was changed to WealthCraft Systems Inc.

On November 13, 2006, WealthCraft Holdings completed the transactions
contemplated by a certain Exchange Agreement, dated as of October 19, 2006, by
and among WealthCraft Holdings, certain shareholders of WealthCraft Holdings,
WealthCraft HK and the shareholders of WealthCraft HK (the "Exchange
Agreement"). Accordingly, WealthCraft Holdings acquired all of the issued and


                                       20
<PAGE>

outstanding shares of stock of WealthCraft HK in exchange for the issuance in
the aggregate of 7,000,000 shares of common stock of WealthCraft Holdings, which
shares represented 70% of the issued and outstanding capital stock of
WealthCraft Holdings after the consummation of the Exchange Agreement and the
transactions contemplated thereby. As a result of the Exchange Agreement,
WealthCraft HK became a wholly-owned subsidiary of WealthCraft Holdings.

We are an information technology company that designs, develops, markets and
supports a flexible, scalable and secure technology platform for wealth
management services for financial institutions, including investment advisory
firms, securities brokerage firms, retail and private banks, mutual fund
companies and insurance companies. Our focus is on Asia, primarily Hong Kong,
Taiwan, Singapore and Mainland China, a market that our management believes
currently lacks a comprehensive technology solution for servicing the growing
wealth management industry. Because of a number of factors, including language
and currency issues, existing products available in other parts of the world are
not readily adaptable to the Asia market.

We offer financial institutions a complete, customized solution for their wealth
management business. Our principal business solution, Advisor Workbench, which
is implemented through our proprietary technology, gives financial professionals
the tools and services required to develop and expand their wealth management
business, including customer relationship management, financial planning,
investment research, portfolio management and trade execution. This enables
financial institutions to enhance customer loyalty, improve financial advisor
productivity, strengthen customer relationships and increase assets under
management. We also offer an integrated back-office system providing order
execution, order management and portfolio and commission management. Our product
offerings allow institutions to access the industry standard SWIFTNet Funds
transfer system thereby allowing automated mutual fund transactions, which are
generally manually performed in Asia.

To develop and market our solutions, we have partnered with Microsoft and SWIFT,
each of which is a leading provider to the financial services industry. We offer
software and related services to our customers based on an annual recurring
license model to generate a long-term sustainable revenue base. WealthCraft HK
was founded in 2003 in Hong Kong and, through WealthCraft SZ, also has
operations in Shenzhen, China.

Recent Developments

On February 15, 2008, we and our President and CEO, Kelly Jay Michael Tallas,
entered into a Heads of Agreement (the "Heads of Agreement") with EAB Systems
(Australia) Limited ("EABA"). EABA is a joint venture company established by EAB
Systems (Hong Kong) Limited ("EAB") and Raw Capital Partners Limited. The Heads
of Agreement outlines a strategy to establish an organization to develop Asia's
leading provider of technology and information services in the life insurance
and wealth management industry in the Asia Pacific region.

Under the terms of the Agreement, we entered into a Master License Agreement
(the "License Agreement") pursuant to which we will be licensed to distribute
products developed by EAB and licensed to EABA exclusively in Australia and New
Zealand and worldwide to clients introduced by EABA and its affiliates. The
products have been developed for use in the wealth management, insurance and
financial services industries.


                                       21
<PAGE>

In consideration for the grant of the license, we have agreed to issue EABA such
number of shares as will result in EABA owning sixty (60) percent of our
outstanding capital stock after giving effect to the issuance and the financing
described below.

The transactions contemplated by the Heads of Agreement and the License
Agreement are subject to our completing a financing of a minimum of $5 million
and a maximum of $20 million at a price that is acceptable to both us and EABA,
negotiation of other mutually acceptable documentation for the transaction and
compliance with all applicable laws and regulations.

Results of Operations

Results of Operations for the Three Months Ended March 31, 2008 and 2007

The following table presents the statement of operations for the three months
ended March 31, 2008 as compared to the comparable period of the three months
ended March 31, 2007. The discussion following the table is based on these
results.

                                                  2008              2007
                                              -----------       -----------

      Revenue, net                            $   386,091       $   178,736

      Cost of sales                               275,128           133,559
                                              -----------       -----------
              Gross profit                        110,963            45,177

      General and administrative expenses         365,294           632,344
                                              -----------       -----------

              Loss from operations               (254,331)         (587,167)
                                              -----------       -----------

      Other (Income) Expense
              Interest income                         (18)             (627)
              Other income                            122              (827)
              Interest expense                        899               723
                                              -----------       -----------
              Total Other (Income) Expense          1,003              (731)
                                              -----------       -----------

      Net Income (loss)                       $  (255,334)      $  (586,436)
                                              ===========       ===========

Net revenue

Net revenue for the three months ended March 31, 2008 totaled $386,091 compared
to $178,736 for the three months ended March 31, 2007, an increase of $207,355,
or approximately 116%. The increase was due to the additional interest and
demand for our services and products from existing customers. Sales also
increased as the result of new projects that were started during the end of the
second quarter and the fourth quarter of 2007. The projects include our
professional services agreement with Wing Lung Bank Ltd. and Bank of China
Holding Limited. Revenue from professional services increased approximately


                                       22
<PAGE>

$68,193 for the three months ended March 31, 2008. Annual license fees increased
approximately $67,825 as a result of recognizing the subscription revenue of new
businesses launched after the second quarter of 2007. In the first quarter of
2008, we recognized our first income from the sale of Microsoft's CRM products
for approximately $87,669.

Cost of Sales

Cost of sales for the three months ended March 31, 2008 totaled $275,128, or
71.3% of net revenue, compared to $133,559, or approximately 74.7 % of net
revenue, for the three months ended March 31, 2007, an increase of $141,569, or
approximately 106%. The increase in dollars and percentage was due to an
increase in net revenue for the three months ended March 31, 2008 and in the
number of employees that were hired since March 31, 2007 to meet our increased
sales level.

Operating Expense

General and administrative expenses for the three months ended March 31, 2008
totaled $365,294, or approximately 95% of net revenue, compared to $632,344, or
approximately 354% of net revenue, for the three months ended March 31, 2007, a
decrease of $268,050, or approximately 42%. During the three months ended March
31, 2008, the Company's general and administrative expenses were increased due
to the initial costs associated with being a public company. Total expenses
related to being a public company for the three months ended March 31, 2008 were
$68,060 as compared to $393,950 for the three months ended March 31, 2007.

Excluding the costs associated with being a public company, general and
administrative expenses for the three months ended March 31, 2008 totaled
$294,234 compared to $238,394 as of March 31, 2007, an increase of $58,840 or
approximately 24.7%. The increase was primarily due to the hiring of additional
employees due to the growth of our business and the costs associated with
promoting and marketing the Company's products and services to both new and
existing clients.

Income (Loss) from Operations

Income (loss) from operations for the three months ended March 31, 2008 totaled
$(254,331), or approximately 66% of net revenue, compared to $(587,167), or
approximately 329% of net revenue, for the three months ended March 31, 2007, a
decrease of $332,836, or approximately 57 %. The decrease in loss from
operations was primarily due to the increase in revenue and decrease expenses
associated with being a public company that was spend for the three month ended
March 31, 2008 as compared to March 31, 2007.

Net Income (Loss)

Net income (loss) for the three months ended March 31, 2008 totaled $(255,334)
compared to $(586,436) for the three months ended March 31, 2007, an increase of
$331,102 or approximately 56.5%. The decrease in net loss was primarily due to
the reasons as described above.


                                       23
<PAGE>

Liquidity and Capital Resources

Cash has historically been generated from operations although we raised
$1,000,000 from the sale of our common stock in 2006. Operations and liquidity
needs are funded primarily through cash flows from operations and short-term
borrowings. Cash and cash equivalents were $24,118 and $8,904 at March 31, 2008
and December 31, 2007, respectively, and current assets totaled $413,075 at
March 31, 2008. The Company's total current liabilities were $951,395 at March
31, 2008. Working capital at March 31, 2008 was $(548,320). During the three
months ended March 31, 2008 and 2007, net cash used in operating activities was
$24,698 and $819,998, respectively.

Our operations and short term financing do not currently meet our cash needs. We
believe we will be able to generate revenues from sales and raise capital
through private placement offerings of our equity securities to provide the
necessary cash flow to meet anticipated working capital requirements. In this
regard, we have entered into we have into an agreement with EAB Systems
(Australia) Limited, a joint venture of EAB Systems (Hong Kong) Limited and RAW
Capital Partners, pursuant to which we intend to raise between $5 million and
$20 million. Our actual working capital needs for the long and short term will
depend upon numerous factors, including our operating results, competition, and
the availability of credit facilities, none of which can be predicted with
certainty. Our future expansion will depend on operating results and will be
limited by our ability to enter into financings and raise capital.

Capital expenditures

Total capital expenditures during the three months ended March 31, 2008 and 2007
were $0 and $79,075, respectively, for the purchase of fixed assets and
intangible assets.

Working Capital Requirements

Historically, operations, short term financing and the sale of our company stock
have been sufficient to meet our cash needs. We believe that we will be able to
generate revenues from sales. However, our actual working capital needs for the
long and short term will depend upon numerous factors, including operating
results, competition, and the availability of credit facilities, none of which
can be predicted with certainty. Future expansion will be limited by the
availability of financing products and raising capital.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities
Exchange Act of 1934 and are not required to provide the information under this
item.

Item 4. CONTROLS AND PROCEDURES

Not applicable.

Item 4T. CONTROLS AND PROCEDURES

The Company's management, with the participation of the Company's Chief
Executive Officer and Chief Financial Officer, has evaluated the effectiveness
of the Company's disclosure controls and procedures (as such term is defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as


                                       24
<PAGE>

amended) as of the end of the period covered by this report. Based on such
evaluation, the Company's Chief Executive Officer and Chief Financial Officer
have concluded that, as of the end of such period, the Company's disclosure
controls and procedures are effective.

In connection with the evaluation of the Company's internal controls during the
Company's last fiscal quarter, the Company's Chief Executive Officer and Chief
Financial Officer have determined that there are no changes to the Company's
internal controls over financial reporting that has materially affected, or is
reasonably likely to materially affect, the Company's internal controls over
financial reporting.

                                    PART II.

                                OTHER INFORMATION

Item 1. Legal Proceedings.

Neither WealthCraft Holdings nor its subsidiaries is involved in any legal
proceeding which may have a significant effect on its business, financial
position, results of operations or liquidity, nor are we aware of any
proceedings that are pending or threatened which may have a significant effect
on our business, financial position, results of operations or liquidity.

Item 1A. RISK FACTORS

Risk Factors

Owning our shares contains a number of risks. If any of the following risks
actually occur, our business, financial condition or results of operations would
likely suffer. In that case, the trading price of our shares could decline, and
an investor may lose all or a part of the money paid to buy our shares.

Risks of our Business

We have a limited operating history, have experienced losses since inception and
may not achieve or maintain profitable operations in the future

WealthCraft HK began operations in 2003 and has a limited operating history.
Since WealthCraft HK's inception, it has incurred losses from continuing
operations. The likelihood of our success must be considered in light of the
problems, delays, expenses and difficulties frequently encountered by a new
enterprise, many of which may be beyond our control. We are subject to all of
the risks inherent in the creation of a new business and the production and
exploitation of our solutions and products in an intensely competitive
environment. There can be no assurance that we can successfully market and sell
our solutions on a profitable basis. The failure to operate profitably without
an additional infusion of capital may result in the cessation of our operations.

We need additional capital in order to execute our business plan

During our last two fiscal years, we have experienced losses which have depleted
our cash reserves. We have an immediate need for capital to grow our business.
Although we have entered into an agreement with EAB Systems (Australia) Limited,


                                       25
<PAGE>

a joint venture of EAB Systems (Hong Kong) Limited and RAW Capital Partners,
pursuant to which we intend to raise between $5 million and $20 million, there
can be no assurance that the financing will be successfully completed. If it is
not we must seek to raise equity or debt capital from alternative sources and we
cannot give any assurance that financing will be available in amounts or on
terms acceptable to us, if at all. Our failure to secure additional capital
could force us to curtail our current business plan or cause us to cease
operations.

The sale of additional shares or other equity securities will result in
additional dilution to our shareholders

Under the terms of our proposed arrangement with EAB Systems (Hong Kong), we
will be issuing EAB shares of our common stock representing 60% of our
outstanding common stock after giving effect to the proposed financing. The
minimum of $5 million dollars of new financing that we will be seeking will, at
our current market price, result in additional significant dilution to our
shareholders.

If we fail to keep up with rapid technological changes, our future success may
be adversely affected

The information technology industry in which we operate is subject to rapid
technological changes. Our future success will depend on our ability to respond
to rapidly changing technologies, adapt our solutions to evolving industry
standards and improve the performance and reliability of our solutions. The
failure to adapt to such changes could harm our business. In addition, the
widespread adoption of new technologies or other technological changes could
require substantial expenditures to modify or adapt our solutions. If we fail to
keep up with rapid technological changes to remain competitive in this rapidly
evolving industry, our future success may be adversely affected.

The sales cycle for our solutions is very long and can impact on our projected
revenues

Our solutions involve a significant investment by a financial institution.
Therefore, the sales cycle for our solutions is very long and requires us to
devote significant resources towards each sale. This can have an impact on our
anticipated revenues until we establish a significant number of customers for
our solutions and associated revenue stream. Moreover, in the event of a
downturn in the financial markets or the economy in general, financial
institutions may curb significant expenditures which could also impact the
market for our solutions.

We may not be able to manage our expanding operations effectively

WealthCraft HK commenced operations in 2003 and we anticipates significant
expansion of our business as we markets our solutions and grows our customer
base. To manage the potential growth of our operations and personnel, we will be
required to improve operational and financial systems, procedures and controls,
and expand, train and manage a growing employee base. Furthermore, our
management will be required to maintain and expand our relationships with
financial institutions and our strategic partners. There can be no assurance
that our current and planned personnel, systems, procedures and controls will be
adequate to support our future operations.


                                       26
<PAGE>

All of our customers are in the financial services industry, which is
consolidating and subject to economic change; factors that could reduce demand
for our solutions

We derive all of our revenue from the solutions we provide to the wealth
management industry which is composed almost exclusively of financial services
firms. Changes in economic conditions and unforeseen events, like recession,
inflation or currency fluctuations, could occur and reduce consumers' use of
wealth management products and services. Any event of this kind, or
implementation for any reason by financial institutions of cost reduction
measures, could result in significant decreases in demand for our solutions.

Mergers and acquisitions are pervasive in today's financial industry. Our
customers may be acquired by or merged into other financial institutions that
have their own wealth management solutions or decide to terminate their
relationships with us for other reasons. As a result, our sales could decline if
an existing customer is acquired.

System failures or performance problems with our solutions could cause demand
for our solutions to decrease, require us to make significant capital
expenditures and impair customer relations

There are many factors that could adversely affect the performance, quality and
desirability of our solutions. This may impact or prevent our solutions from
gaining market acceptance. These factors include, but are not limited to the
following:

o     delays in completing and/or testing new or upgraded products, resulting in
      significant delays;
o     extraordinary activity or other events could cause systems to fail;
o     our technology could contain errors, or "bugs", which could impair the
      functionality of our solutions;
o     we may experience difficulties or delays in connection with future
      implementations and upgrades to new versions of our products; and
o     our products require integration with third-party products and systems,
      and we may not be able to integrate these products with new or existing
      products.

We are engaged in offshore software development activities, which may not be
successful and which may put our intellectual property at risk

In order to optimize available research and development resources, we conduct
our research and development activities in Shenzhen, China where there is an
ample supply of qualified development personnel. While our experience to date
with a China-based development center has been positive, there is no assurance
that this will continue. Specifically, risks associated with this activity
include the quality of the development efforts undertaken in China failing to
meet our requirements because of cultural and experiential differences,
resulting in potential product errors and/or delays, and the risk of the
potential for misappropriation of our intellectual property that might not be
readily discoverable.

Our success depends on the continuing efforts of our senior management team and
other key personnel, and our business may be harmed if we lose their services

Our future success depends heavily upon the continuing services of the members
of our senior management team, in particular Kelly Tallas, our Chairman,
President and Chief Executive Officer. If Mr. Tallas or one more of our senior


                                       27
<PAGE>

executives or other key personnel are unable or unwilling to continue in their
present positions, we may not be able to replace them easily or at all, and our
business may be disrupted and our financial condition and results of operations
may be materially and adversely affected. Competition for senior management and
key personnel is intense, the pool of qualified candidates is very limited, and
we may not be able to retain the services of our senior executives or key
personnel, or attract and retain high-quality senior executives or key personnel
in the future.

In addition, if any member of our senior management team or any of our other key
personnel joins a competitor or forms a competing company, we may lose
customers, distributors, know-how and key professionals and staff members.

If we are unable to attract and retain highly skilled technical employees, we
may not be able to effectively compete

Based on the need for highly skilled technical employees, we believe that our
future success will depend in large part on our ability to attract and retain
highly skilled technical personnel. Because the development of our software
requires knowledge of computer hardware, as well as a variety of software
applications, used by financial institutions we need to attract and retain
technical personnel who are proficient in all these disciplines. There is
substantial competition for employees with the technical skills we require. If
we cannot hire and retain talented technical personnel, this could adversely
affect our growth prospects and future success.

Our market is highly competitive and if we are unable to keep pace with evolving
technology our revenue and future prospects may decline

The market for our solutions is characterized by rapidly changing technology,
intense competition and evolving industry standards. We have many competitors
who offer various components of our solutions or who use a different solutions
to accomplish similar tasks. In some cases, our existing customers also use some
of our competitors' products. Our future success will depend on our ability to
develop, sell and support enhancements of current solutions and new solutions in
response to changing customer needs. If our solutions do not keep up with
technical change, our revenue and future prospects could be harmed. In addition,
competitors may develop solutions that the industry considers more attractive
than those we offer or that render our solutions obsolete.

We may be involved in litigation over proprietary rights, which may be costly
and time consuming

We may receive claims that certain of our products, or other proprietary rights,
require a license of intellectual property rights of a third party and infringe,
or may infringe, the intellectual property rights of others. Those claims, with
or without merit, could:

o     be time-consuming to investigate and defend;
o     result in costly litigation;
o     cause product installation and maintenance delays;
o     require us to enter into royalty or licensing agreements; or
o     result in an injunction being issued against our use of technology.


                                       28
<PAGE>

Royalty or licensing agreements, if required, may not be available on terms
acceptable to us, or at all, which could harm our business, financial condition
and results of operations. Litigation to determine the validity of any claims
could result in significant expense and divert the efforts of Our technical and
management personnel from productive tasks, whether or not the litigation is
determined in our favor. In the event of an adverse ruling, we may be required
to:

o     pay substantial damages;
o     discontinue the use and sale of infringing products;
o     expend significant resources to develop non-infringing technology; or
o     obtain licenses to infringing technology.

Our failure to develop or license a substitute technology could significantly
harm our business.

Our operations are focused on Asia and we will be subject to factors affecting
business in that part of the world

We conduct our business in Asia and may be adversely affected by changes in
demand resulting from:

o     fluctuations in currency exchange rates;
o     governmental currency controls;
o     changes in various regulatory requirements;
o     political and economic changes and disruptions;
o     difficulties in enforcing our contracts in foreign jurisdictions;
o     export/import controls;
o     tariff regulations;
o     staffing and managing foreign sales and support operations;
o     greater difficulties in trade accounts receivable collection; and
o     possible adverse tax consequences.

Infringement of our proprietary technology could hurt our competitive position
and income potential

Our success depends upon our proprietary technology and information. However, we
do not rely on patent, trademark, trade name or copyright registrations to
protect our intellectual property. Rather, we rely on trade secret laws and
confidentiality procedures to protect our proprietary technology and
information. Because it is difficult to monitor unauthorized use of software,
the steps we have taken to protect our services and products may not prevent
misappropriation of our technology. Any misappropriation of our proprietary
technology or information could reduce any competitive advantages we may have or
result in costly litigation.

We operate in Asia. The laws of these countries may not protect our proprietary
technology as well as the laws of the United States. Our ability to protect our
proprietary technology abroad may not be adequate.

The adoption or modification of laws or regulations relating to the Internet, or
interpretations of existing law, could adversely affect our business


                                       29
<PAGE>

Laws and regulations which apply to communications and commerce over the
Internet are becoming more prevalent. Currently, there are Internet laws
regarding copyrights, taxation and the transmission of specified types of
material. Various governments have also adopted legislation imposing obligations
on financial institutions to notify their customers of the institution's privacy
practices, restrict the sharing of non-public customer data with non-affiliated
parties at the customer's request, and establish procedures and practices to
protect and secure customer data. These privacy provisions are implemented by
regulations with which compliance is now required. Additionally, many
legislative and regulatory actions have been enacted or are pending with respect
to privacy. All of these laws and regulations impact our customers and our
solutions must be able to work within these requirements.

Risks Related to Doing Business in China

Our proprietary solutions are developed by our China subsidiary, and
interruptions in the activities of this subsidiary will adversely affect our
business and financial results

All of our research and development activities are conducted by our Shenzhen,
China-based subsidiary. Should the activities of this subsidiary be interrupted
for whatever reason, including risks inherently associated with doing business
in China, our operations would be materially affected.

Because China does not have a well developed, comprehensive system of laws, it
may be difficult for us to protect or enforce our legal rights

The Chinese legal system is a civil law system based on written statutes in
which decided legal cases have little value as precedents, unlike the common law
system in the U.S. China also does not have a well-developed, consolidated body
of law governing foreign investment enterprises. As a result, the administration
of laws and regulations by government agencies may be subject to considerable
discretion and variation.

In addition, the Chinese legal system relating to foreign investments is both
new and continually evolving, and currently there can be no certainty as to the
application of its laws and regulations in particular instances. Definitive
regulations and policies with respect to such matters as the permissible
percentage of foreign investment and permissible rates of equity returns have
not yet been published, statements regarding these evolving policies have been
conflicting, and any such policies, as administered, are likely to be subject to
broad interpretation, discretion and modification, perhaps on a case-by-case
basis. As the legal system in China develops with respect to these new types of
enterprises, foreign investors may be adversely affected by new laws, changes to
existing laws (or interpretations thereof) and the preemption of provincial or
local laws by national laws. Enforcement of existing laws may be sporadic and
implementation and interpretation thereof inconsistent. Furthermore, the Chinese
judiciary is relatively inexperienced in enforcing the laws that exist, leading
to a higher than usual degree of uncertainty as to the outcome of any
litigation. Even where adequate laws exist in China, it may be impossible to
obtain swift and equitable enforcement of such laws, or to obtain enforcement of
a judgment by a court of another jurisdiction. It is widely believed that
China's entry into the World Trade Organization, or WTO, should expedite the
uniform interpretation and enforcement of laws throughout China. However, there
can be no assurance that our current or future activities in China will have a
high degree of certainty under China's legal system.


                                       30
<PAGE>

If we are not able to obtain appropriate governmental support and approvals in
China, we may not be able to conduct our business activities as planned

Our activities in China are, in some circumstances, subject by law to
administrative review and approval by various national and local agencies of the
Chinese government. There is no assurance that such approvals, when necessary or
advisable in the future, will be forthcoming. The inability to obtain such
approvals could have a material adverse effect on our business, financial
condition and results of operations.

We may be adversely affected by complexity, uncertainties and changes in China's
regulation of information technology business and companies, including
limitations on our ability to own key assets

The Chinese government extensively regulates the Internet industry including
foreign ownership of, and the licensing and permit requirements pertaining to,
companies in the Internet industry. These Internet-related laws and regulations
are relatively new and evolving, and their interpretation and enforcement
involve significant uncertainty. As a result, in certain circumstances it may be
difficult to determine what actions or omissions may be deemed to be a violation
of applicable laws and regulations. Issues, risks and uncertainties relating to
Chinese government regulation of the Internet industry include the following:

o     uncertainties relating to the regulation of the Internet business in
      China, including evolving licensing practices, means that permits,
      licenses or operations at some of our companies may be subject to
      challenge. This may disrupt our business, or subject us to sanctions,
      requirements to increase capital or other conditions or enforcement, or
      compromise enforceability of related contractual arrangements, or have
      other harmful effects on us; and
o     certain Chinese governmental authorities have stated publicly that they
      are in the process of promulgating new laws and regulations that will
      regulate Internet activities. The areas of regulation may include online
      advertising, online news displaying, online audio-video program
      broadcasting and the provision of culture-related information over the
      Internet. Other aspects of our online operations may be regulated in the
      future. If our operations do not comply with these new regulations at the
      time they become effective, we could be subject to penalties.

The interpretation and application of existing PRC laws, regulations and
policies and possible new laws, regulations or policies have created substantial
uncertainties regarding the legality of existing and future foreign investments
in, and the businesses and activities of, Internet businesses in China,
including our business.

Adverse changes in economic and political policies of the Chinese government
could have a material adverse effect on the overall economic growth of China,
which could adversely affect our business

Because a significant portion of our development operations are conducted in
China, our results of operations, financial condition and prospects are subject
to a significant degree to economic, political and legal developments in China.
China's economy differs from the economies of most developed countries in many
respects, including with respect to the amount of government involvement, level
of development, growth rate, control of foreign exchange and allocation of
resources. While the Chinese economy has experienced significant growth in the
past 20 years, growth has been uneven across different regions and among various


                                       31
<PAGE>

economic sectors of China. The Chinese government has implemented various
measures to encourage economic development and guide the allocation of
resources. Some of these measures benefit the overall Chinese economy, but may
also have a negative effect on us. For example, our financial condition and
results of operations may be adversely affected by government control over
capital investments or changes in tax regulations that are applicable to us.
Since early 2004, the Chinese government has implemented certain measures to
control the pace of economic growth. Such measures may cause a decrease in the
level of economic activity in China, which in turn, could adversely affect our
results of operations and financial condition.

Risks of owning our shares

There has been an extremely limited market for our shares and, therefore, it may
be difficult for our shares to be sold at attractive prices, if at all

Our shares have experienced nominal trading volume over the past two years and
there is no coverage of us by analysts or market makers. This may or may not
affect the future performance of our shares. There can be no assurance that an
active trading market for our shares will develop or that, if developed, will be
sustained. In addition, the stock market in general has experienced extreme
volatility that often has been unrelated to the operating performance of any
company. These broad market and industry fluctuations may result in the decline
of the price of our shares, regardless of our operating performance.

The market price of our shares is expected to be volatile

If a market for our shares does develop, securities of OTC Bulletin Board
companies are often volatile. Accordingly, the trading price of our shares may
be subject to wide fluctuations. These broad market and industry fluctuations
may result in the decline of the market price of our shares, regardless of our
operating performance.

Also, the trading prices of technology stocks in general have experienced
extreme price fluctuations. Any further negative change in the public's
perception of the prospects of technology-based companies could further depress
our stock price regardless of our results of operations. Other broad market and
industry factors may decrease the trading price of our shares regardless of our
operating performance. Market fluctuations, as well as general political and
economic conditions such as a recession or interest rate or currency rate
fluctuations, also may decrease the trading price of our shares. We expect that
the market price of our shares will be affected by many factors, including:

o     fluctuations in our financial results;
o     the actions of our customers and competitors;
o     other factors affecting the wealth management industry in general;
o     announcements of new products, product enhancements, technological
      innovations or new services by us or our competitors;
o     the operating and stock price performance of other companies that
      investors may deem comparable;
o     news reports relating to trends in our markets;
o     changes in financial estimates by securities analysts;


                                       32
<PAGE>

o     additions or departures of key personnel; and
o     volume of trading of our shares on the OTC Bulletin Board or other
      exchanges on which our shares may, in the future, be traded.

Future sales of our shares in the public market could negatively affect our
stock price

If our stockholders sell substantial amounts of our shares, the market price of
our shares could fall. As of May 15, 2008, we had 10,900,000 shares outstanding.
Although 8,275,000 of our shares constitute restricted securities under the
Securities Act, 2,415,592 shares are currently eligible to be freely sold into
the marketplace. The possible sale of a significant number of these shares may
cause the market price of our shares to fall.

Item 2. Unregistered Sales Of Equity Securities And Use Of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission Of Matters To A Vote Of Security Holders.

None.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibits:

      31.1  Chief Executive Officer's Certificate, pursuant to Section 302 of
            the Sarbanes-Oxley Act of 2002.

      31.2  Chief Financial Officer's Certificate, pursuant to Section 302 of
            the Sarbanes-Oxley Act of 2002.

      32.1  Chief Executive Officer's Certificate, pursuant to 18 U.S.C. Section
            1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
            of 2002.

      32.2  Chief Financial Officer's Certificate, pursuant to 18 U.S.C. Section
            1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
            of 2002.


                                       33
<PAGE>

                                   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.

                                                      WEALTHCRAFT SYSTEMS INC.
                                                           (Registrant)


Date: May 15, 2008                                  /s/ Kelly Jay Michael Tallas
                                                    ---------------------------
                                                    Kelly Jay Michael Tallas
                                                    Chief Executive Officer

Date: May 15, 2008                                  /s/ Xiao Zhen Li
                                                    ---------------------------
                                                    Xiao Zhen Li
                                                    Chief Financial Officer


                                       34
<PAGE>

                                  EXHIBIT INDEX

Exhibit No.   Description
-----------   -----------

   31.1       Certification of Chief Executive Officer pursuant to Section 302
              of the Sarbanes-Oxley Act of 2002.

   31.2       Certification of Chief Financial Officer pursuant to Section 302
              of the Sarbanes-Oxley Act of 2002.

   32.1       Certification of Chief Executive Officer pursuant to Section 906
              of the Sarbanes-Oxley Act of 2002.

   32.2       Certification of Chief Financial Officer pursuant to Section 906
              of the Sarbanes-Oxley Act of 2002.


                                       35