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

                                   FORM 10-QSB

(Mark one)

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

                For the quarterly period ended September 30, 2007

                                       OR

             |_| TRANSITION 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
                                ----------------
                           (Issuer's telephone number)

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

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 November 13, 2007, there were 11,000,000 shares of Common Stock
outstanding.

Transitional Small Business Disclosure Form (check one): Yes |_| No |X|

<PAGE>

                    WEALTHCRAFT SYSTEMS INC. AND SUBSIDIARIES

                                TABLE OF CONTENTS

                                                                            PAGE

PART I.     FINANCIAL INFORMATION

   Item 1.  Financial Statements

            Unaudited Consolidated Balance Sheet at September 30, 2007.....  F-3

            Unaudited Consolidated Statements of Operations
            for the three and nine months ended September 30, 2007 and 2006  F-4

            Unaudited Consolidated Statements of Cash Flows
            for the nine months ended September 30, 2007 and 2006.........   F-5

            Notes to Unaudited Consolidated Financial Statements...........  F-6

   Item 2.  Management's Discussion and Analysis or Plan of Operation......    3

   Item 3.  Controls and Procedures........................................   12

PART II.    OTHER INFORMATION

   Item 1.  Legal Proceedings..............................................   13

   Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds....   13

   Item 3.  Defaults Upon Senior Securities................................   13

   Item 4.  Submission of Matters to a Vote of Security Holders............   13

   Item 5.  Other Information..............................................   13

   Item 6.  Exhibits ......................................................   14

   Signatures..............................................................   15

   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 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


                                       2
<PAGE>

                                     PART I

                              FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS.

                    WEALTHCRAFT SYSTEMS INC. AND SUBSIDIARIES

             CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

                               SEPTEMBER 30, 2007


                                      F-1
<PAGE>

                    WEALTHCRAFT SYSTEMS INC. AND SUBSIDIARIES

                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

                               SEPTEMBER 30, 2007

                                TABLE OF CONTENTS

Unaudited Condensed Consolidated Balance Sheets                              F-3

Unaudited Condensed Consolidated Statements of Operations                    F-4

Unaudited Condensed Consolidated Statements of Cash Flow                     F-5

Notes to Unaudited Condensed Consolidated Financial Statements               F-6


                                      F-2
<PAGE>

                    WEALTHCRAFT SYSTEMS INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                   ASSETS

                                                                             September 30, 2007
                                                                                 (Unaudited)          December 31, 2006
                                                                             ------------------       -----------------
<S>                                                                              <C>                     <C>
Current Assets
        Cash and cash equivalents                                                $     2,600             $   729,762
        Accounts receivable                                                          388,141                  53,589
        Deposit and other assets                                                      24,321                 266,061
                                                                                 -----------             -----------
                Total Current Assets                                                 415,062               1,049,412
                                                                                 -----------             -----------

Property & equipment, net                                                            123,282                  95,232
                                                                                 -----------             -----------

Intangible asset, net                                                                247,694                 196,939
                                                                                 -----------             -----------

                Total Assets                                                     $   786,038             $ 1,341,583
                                                                                 ===========             ===========

                   LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
        Accounts payable and accrued expenses                                    $   279,580             $   212,505
        Deferred income                                                              295,837                 205,275
        Loan from related parties                                                     48,647                  33,444
        Current portion, note payable                                                 13,757                  20,676
                                                                                 -----------             -----------
                Total Current Liabilities                                            637,821                 471,900
                                                                                 -----------             -----------

Long Term Liabilities
        Shareholder loan payable                                                     369,577                 369,577
        Note payable, net of current portion                                           6,863                  15,269
                                                                                 -----------             -----------
                Total Long Term  Liabilities                                         376,440                 384,846
                                                                                 -----------             -----------

                Total Liabilities                                                  1,014,261                 856,746
                                                                                 -----------             -----------

Stockholders' Equity (Deficit)
        Common stock, $.001 par value, 25,000,000
        shares authorized, 11,000,000 and 10,000,000,
        issued and outstanding, respectively                                          11,000                  10,000
        Additional paid in capital                                                 6,972,054               2,011,119
        Subscription receivable                                                      (70,362)               (650,000)
        Other comprehensive loss                                                     (13,701)                  2,943
        Accumulated deficit                                                       (7,127,214)               (889,225)
                                                                                 -----------             -----------
                Total Stockholders' Equity (Deficit)                                (228,224)                484,837
                                                                                 -----------             -----------

                    Total Liabilities and Stockholders' Equity (Deficit)         $   786,038             $ 1,341,583
                                                                                 ===========             ===========
</TABLE>

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


                                      F-3
<PAGE>

                    WEALTHCRAFT SYSTEMS INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                              Three Month Periods Ended               Nine Month Periods Ended
                                                      September 30, 2007  September 30, 2006  September 30, 2007  September 30, 2006
                                                      ------------------  ------------------  ------------------  ------------------

<S>                                                     <C>                  <C>                <C>                  <C>
Revenue                                                 $    257,859         $    147,388       $    608,252         $    536,108

Cost of revenue                                              239,009               35,922            546,063              131,347
                                                        ------------         ------------       ------------         ------------
        Gross profit                                          18,850              111,466             62,189              404,761

General and administrative expenses                          329,289              303,421          6,303,120              721,008

                                                        ------------         ------------       ------------         ------------
        Loss from operations                                (310,439)            (191,955)        (6,240,931)            (316,247)
                                                        ------------         ------------       ------------         ------------

Other (Income) Expense
        Interest income                                          (73)                (187)            (3,245)                (563)
        Other income                                           1,623                  305             (1,558)                 305
        Interest expense                                         539                3,505              1,861                4,917
                                                        ------------         ------------       ------------         ------------
        Total Other (Income) Expense                           2,089                3,623             (2,942)               4,659
                                                        ------------         ------------       ------------         ------------

        Net income (loss)                                   (312,528)            (195,578)        (6,237,989)            (320,906)

Other comprehensive loss
        Foreign currency translation gain (loss)               9,074               (5,298)           (16,644)              (3,062)
                                                        ------------         ------------       ------------         ------------

        Net Comprehensive Income (Loss)                 $   (303,454)        $   (200,876)      $ (6,254,633)        $   (323,968)
                                                        ============         ============       ============         ============

Basic and diluted weighted average shares outstanding     11,000,000            7,700,000         10,333,333            7,700,000
                                                        ============         ============       ============         ============

Basic and diluted loss per share                        $      (0.03)        $      (0.03)      $      (0.60)        $      (0.04)
                                                        ============         ============       ============         ============
</TABLE>

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


                                      F-4
<PAGE>

                    WEALTHCRAFT SYSTEMS INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                              2007            2006
                                                                          -----------     -----------
<S>                                                                       <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
          Net Loss                                                        $(6,237,989)    $  (320,906)
          Adjustments to reconcile net loss to net cash
             provided by (used in) operating activities:
          Depreciation and amortization                                        49,492          20,208
          Issuance of shares for compensation                               5,000,000
          (Increase) / decrease in current assets:
             Accounts receivables                                            (333,095)         33,193
             Deposit and other assets                                      (4,760,555)             --
             Increase / (decrease) in current liabilities:
             Accounts payable and accrued expenses                             66,842          53,658
             Deferred revenue                                                  90,167          90,710
                                                                          -----------     -----------
          Total Adjustments                                                   112,851         197,768
                                                                          -----------     -----------

          Net cash provided by (used in) operating activities              (6,125,138)       (123,138)
                                                                          -----------     -----------

CASH FLOWS FROM INVESTING ACTIVITIES
          Investment in intangible assets                                     (66,061)       (119,768)
          Purchase of property and equipment                                  (61,891)        (43,515)
                                                                          -----------     -----------

          Net cash used in investing activities                              (127,953)       (163,283)
                                                                          -----------     -----------

CASH FLOWS FROM FINANCING ACTIVITIES
          Loan from shareholders                                              357,504         (20,023)
          Payments on bank loan                                               (15,257)        (19,321)
          Collection on subscription receivable                             5,200,353              --
          Proceeds from issuance of Capital                                        --         340,107
                                                                          -----------     -----------

          Net cash provided by financing activities                         5,542,599         300,762
                                                                          -----------     -----------

          Effect of exchange rate changes on cash and cash equivalents        (16,670)          6,234
                                                                          -----------     -----------

          Net increase/(decrease) in cash and cash equivalents               (727,162)         20,576

          Cash and cash equivalents, beginning balance                        729,762           6,253
                                                                          -----------     -----------

          Cash and cash equivalents, ending balance                       $     2,600     $    26,829
                                                                          ===========     ===========

SUPPLEMENTAL DISCLOSURES:

          Cash paid during the year for:

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

             Interest payments                                            $     1,861     $     4,917
                                                                          ===========     ===========


          Non cash transactions:

          Issuance of shares for compensation                             $ 5,000,000     $        --
                                                                          ===========     ===========
</TABLE>

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


                                      F-5
<PAGE>

                    WEALTHCRAFT SYSTEMS INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

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, 2006, WealthCraft Systems, Inc. ("WealthCraft") completed the
      transactions contemplated by that certain Exchange Agreement, dated as of
      October 19, 2006, 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 represent 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 Systems Limited ("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.

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

      WealthCraft, together with its subsidiary, WealthCraft HK, 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 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.

      WealthCraft offers financial institutions a complete, customized solution
      for their wealth management business. Our principal business solution,
      Advisor Workbench, which is implemented through its 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.


                                      F-6
<PAGE>

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Unaudited Interim Financial Information

      The accompanying unaudited consolidated financial statements have been
      prepared by WealthCraft Systems, Inc., pursuant to the rules and
      regulations of the Securities and Exchange Commission (the "SEC") Form
      10-QSB and Item 310 of Regulation S-B, 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 and nine months are
      not necessarily indicative of the results to be expected for the full year
      ending December 31, 2007.

      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 September 30, 2007, 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). Such financial statements
      were translated into USD in accordance with Statement of Financial
      Accounts 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.

      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.


                                      F-7
<PAGE>

      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.

      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 September
      30, 2007, management determined that all accounts receivable are
      collectible.

      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 September 30, 2007 Property, Plant and Equipment consisted of the
      following:

                Office Furniture and Equipment        $  21,113
                Computer Hardware and Software          175,459
                                                      ---------
                                                        196,572

                Accumulated depreciation                (73,290)
                                                      ---------
                Total                                 $ 123,282
                                                      =========

      Depreciation expense was $33,964 and $20,208 for the nine months ended
      September 30, 2007, and 2006, respectively.


                                      F-8
<PAGE>

      Fair Value of Financial Instruments

      Statement of Financial Accounting Standard 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.

      Software Development Costs

      Satement 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 AWB 2.0 but it is not yet available for
      general release and, accordingly, we have capitalized all development
      costs. As of September 30, 2007, $263,222 has been capitalized and will be
      amortized over their useful life, generally two to three years from the
      general release date.

      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 or 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.

      Software Development Cost              $  263,222

      Accumulated amortization                  (15,528)
                                             ----------
      Total                                  $  247,694
                                             ==========

      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 are 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.


                                      F-9
<PAGE>

      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
      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 are primarily 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.


                                      F-10
<PAGE>

      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 September 30, 2007.

      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 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 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.


                                      F-11
<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.

      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 $6,814,686 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) acquire
      profitable operations through issuance of equity instruments; and 2) to
      continue actively seeking additional funding and restructure the acquired
      subsidiaries to increase profits and minimize the liabilities.

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 is 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 shall be paid 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 September 30, 2007 the
      outstanding balance is $262,696.

      On June 5, 2007, the Company awarded three officers an aggregate of
      1,000,000 shares of common stock valued at $5.00 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 to identify investment bankers.

Note 4 - SHARE EXCHANGE AGREEMENT

      On November 13, 2006, WealthCraft Systems Inc. ("WealthCraft") completed
      the transactions contemplated by that certain Exchange Agreement, dated as
      of October 19, 2006, by and among WealthCraft, certain shareholders of


                                      F-12
<PAGE>

      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 represent 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:

            (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 governed by the Income Tax Laws of Hong Kong (HK) and
      Peoples Republic of China (PRC). Pursuant to the HK Income Tax Laws,
      WealthCraft HK is subject to a tax rate of 17.5%.

      Pursuant to the PRC Income Tax Laws, the Enterprise Income Tax ("EIT")
      WealthCraft Shenzhen is at a statutory rate of 33%, which is comprised of
      30% national income tax and 3% local income tax. We qualified as a new
      technology enterprise and under PRC Income Tax Laws; we are therefore
      subject to a preferential tax rate of 15%.

      Following is the reconciliation of income tax credit

      9/30/2007                                       H.K    PRC
                                                     ----   ----

      Provision for income and local tax             $  0   $  0
      U.S Statutory rates                              34%    34%
      Foreign income not recognized in U.S            -34%   -34%
      HK and PRC Income tax                             0%     0%


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 September 30, 2007, deferred income amounted to $295,837.


                                      F-13
<PAGE>

Note 7 - NOTES PAYABLE

      At September 30, 2007, the Company had notes payable in the aggregate
      amount of $20,620, payable as follows:

                        Description
      ------------------------------------------------
      Secured note payable to a bank in
      Hong Kong, interest at the rate of 4% per annum,
      due on April 24, 2009                                     $ 17,966

      Secured note payable to a bank in
      Hong Kong, interest at the rate of 6% per annum,
      due on January 24, 2008                                      2,654
                                                                --------

      Total                                                       20,620
                                                                --------
      Current portion                                           $ 13,757
                                                                --------
      Long-term portion                                         $  6,863
                                                                ========

Note 8 - RELATED PARTY LOAN TRANSACTIONS

      As of September 30, 2007, the company had a non-interest bearing,
      unsecured loan payable to shareholders of the Company amounting to
      $369,577. These loans are payable on demand.

Note 9 - OTHER COMPREHENSIVE  LOSS

      The balance of related after-tax components comprising accumulated other
      comprehensive loss, included in stockholders' equity at September 30, 2007
      is as follows:

                                               Accumulated Other
                                              Comprehensive Loss
                                              ------------------
      Balance at December 31, 2006            $            2,943
      Foreign currency loss                              (16,644)
                                              ------------------
      Balance at September 30, 2007           $          (13,701)
                                              ==================


                                      F-14
<PAGE>

Note 10 - COMMITTMENTS

      The Company leases an office and plant facilities under operating leases
      which terminate on July 31, 2009. Rental expense for these leases
      consisted of $97,372 for the nine months ended September 30, 2007. The
      Company has future minimum lease obligations as follows:

                2008             $ 142,355
                2009                90,919
                                 ---------
                Total            $ 233,273
                                 =========

      The Company entered into a 'Master Distribution Agreement' with Standard &
      Poor's Fund Services Asia Ltd (S&P). Whereas S&P has developed or is
      licensed to distribute a number of products and services comprised of,
      among other things, data, information, and software, and desire to make
      such products and services available to the Company for Licensee's use.
      According to the terms of the agreement, the Company will pay, in year 1
      of the 3 year initial term, a monthly minimum guarantee of $15,000. In
      years 2 and 3 of the initial term, the redemption program will apply. The
      redemption will be calculated on a monthly basis which can be redeemed in
      year 2 and year 3 to offset the minimum monthly guarantee. The Company has
      not redeemed any minimum guarantee as of September 30, 2007 as the
      redemption is based on end user's usage of B2C and B2B models.

Note 11 - CURRENT VULNERABILITY DUE TO RISK FACTORS

      Our operations are carried out in Hong Kong (HK) and the Peoples 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, after the payment
      of the PRC income taxes shall be allocated to the statutory surplus
      reserves and statutory public welfare fund for staff and 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 its share
      capital.

      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 September 30,
      2007, the Company had no reserves to these non-distributable reserve funds
      since it had no income from operations.


                                      F-15
<PAGE>

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Special Note Regarding Forward Looking Statements

      This Quarterly Report on Form 10-QSB 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 products
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-QSB, 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 plan 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, 2006 and
2005 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 Shenzhen.

      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
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,


                                       3
<PAGE>

Taiwan, Singapore and Mainland China, a market that 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.

Results of Operations

Results of Operations for the Three Months and Nine Months Ended September 30,
2007 and 2006

      The following table presents the statement of operations for the three
months ended September 30, 2007 as compared to the comparable period of the
three months ended September 30, 2006. The discussion following the table is
based on these results.

                                                      2007              2006
                                                  -----------       -----------

Revenue, net                                      $   257,859       $   147,388

Cost of sales                                         239,009            35,922
                                                  -----------       -----------
        Gross profit                                   18,850           111,466

General and administrative expenses                   329,289           303,421
                                                  -----------       -----------

        Loss from operations                         (310,439)         (191,955)
                                                  -----------       -----------

Other (Income) Expense
        Interest income                                   (73)             (187)
        Other income                                    1,623               305
        Interest expense                                  539             3,505
                                                  -----------       -----------
        Total Other (Income) Expense                    2,089             3,623
                                                  -----------       -----------

Net Income (loss)                                 $  (312,528)      $  (195,578)
                                                  ===========       ===========

Net revenue

      Net revenue for the three months ended September 30, 2007 totaled $257,859
compared to $147,388 for the three months ended September 30, 2006, an increase
of $110,471, or approximately 75%. Sales increased as the result of new projects
that were started during the end of the second quarter of 2007 and it is
anticipated that they will be completed during 2007 or early 2008. The new
projects include our sales and professional services agreements with Wing Lung
Bank Ltd and Cathay United Bank. In addition, WealthCraft SZ executed its first
deal in mainland China with the sale of a Customer Relationship Management (CRM)
package resulting in $33,557 revenue.

Cost of Sales

      Cost of sales for the three months ended September 30, 2007 totaled
$239,009, or 92.7% of net revenue, compared to $35,922, or approximately 24.4%
of net revenue, for the three months ended September 30, 2006, an increase of
$203,087, or approximately 565.4%. The increase was due to an increase in wages
as a result of the number of employees that have been hired since September 30,
2006. These employees were hired to expand our infrastructure based on our
future sales forecasts and need for skilled labor. Approximately 60% of the
increase was attributable to expanding our development department. Approximately
40% of the increase was due to the costs of expanding our functional teams,
including business analysis, testing, and project management.

Operating Expense

      General and administrative expenses for the three months ended September
30, 2007 totaled $329,289, or approximately 127.7% of net revenue, compared to
$303,421, or approximately 205.9% of net revenue, for the three months ended
September 30, 2006, an increase of $25,868, or approximately 8.5%. The increases
in general and administrative expenses were primarily due legal and accounting
fees related to being a publicly traded company since November 2006 and also due
to expansion of our offices in Shenzhen, Beijing, and Hong Kong.


                                       4
<PAGE>

Income (Loss) from Operations

      Income (loss) from operations for the three months ended September 30,
2007 totaled $(310,439) or approximately 120.4% of net revenue, compared to
$(191,955), or approximately 130.2% of net revenue, for the three months ended
September 30, 2006, a decrease of $118,484, or approximately 61.72%. The
increase in loss from operations was primarily due to the increase in costs
associated with being a public company and the hiring of additional employees to
expand our infrastructure based on our future sales forecasts and requirement
for skilled labor.

Net Income (Loss)

      Net income (loss) for the three months ended September 30, 2007 totaled
$(312,528) compared to $(195,578) for the three months ended September 30, 2006,
a decrease of $116,950, or approximately 60%. The increase in net loss was
primarily due to the reasons as described above.

Results of Operations for the Nine Months Ended September 30, 2007 and 2006

      The following table presents the statement of operations for the nine
month periods ended September 30, 2007 as compared to the comparable period of
the nine month periods ended September 30, 2006. The discussion following the
table is based on these results.

                                                      2007              2006
                                                  -----------       -----------

Revenue, net                                      $   608,252       $   536,108

Cost of sales                                         546,063           131,347
                                                  -----------       -----------
        Gross profit                                   62,189           404,761

General and administrative expenses                 6,303,120           721,008
                                                  -----------       -----------

        Loss from operations                       (6,240,931)         (316,247)
                                                  -----------       -----------

Other (Income) Expense
        Interest income                                (3,245)             (563)
        Other income                                   (1,558)              305
        Interest expense                                1,861             4,917
                                                  -----------       -----------
        Total Other (Income) Expense                   (2,942)            4,659
                                                  -----------       -----------

Net Income (loss)                                 $(6,237,989)      $  (320,906)
                                                  ===========       ===========

Net revenue

      Net revenue for the nine months ended September 30, 2007 totaled $608,252
compared to $536,108 for the nine months ended September 30, 2006, an increase
of $72,144, or approximately 13.5%. Sales increased as a result of new projects
that were started during the end of the second quarter of 2007 and it is
anticipated that they will be completed during 2007 or early 2008.


                                       5
<PAGE>

Cost of Sales

      Cost of sales for the nine months ended September 30, 2007 totaled
$546,063, or 89.8% of net revenue, compared to $131,347, or approximately 24.5%
of net revenue, for the nine months ended September 30, 2006, an increase of
$414,716, or approximately 315.7%. The increase was due to an increase in wages
as a result of the number of employees that have been hired since September 30,
2006. These employees were hired to expand our infrastructure based on our
future sales forecasts and need for skilled labor. Approximately 60% of the
increase was attributable to expanding our development department. Approximately
40% of the increase was due to the costs of expanding our functional teams,
including business analysis, testing, and project management.

Operating Expense

      General and administrative expenses for the nine months ended September
30, 2007 totaled $6,303,120, or approximately 1,036.3% of net revenue, compared
to $721,008, or approximately 134.5% of net revenue, for the nine months ended
September 30, 2006, an increase of $5,582,112, or approximately 774.2%. The
increases in general and administrative expenses were primarily due compensation
of $5,000,000 of stock compensation that was paid to three officers and
employees of the Company for past services and due to the increased legal and
accounting fees related to becoming a reporting company in November 2006.

Income (Loss) from Operations

      Income (loss) from operations for the nine months ended September 30, 2007
totaled $(6,240,931), or approximately 1,026% of net revenue, compared to
$(316,247), or approximately 59% of net revenue, for the nine months ended
September 30, 2006, a decrease of $5,924,684 or approximately 1,873.4%. The
increase in loss from operations was primarily due to the increase in costs
associated with being a reporting company and the $5,000,000 of stock
compensation recognized during the nine months ended September 30, 2007.

Net Income

      Net income (loss) for the nine months ended September 30, 2007 totaled
$(6,237,989) compared to $(320,906) for the nine months ended September 30,
2006, a decrease of $5,917,083 or approximately 1,843.9%. The increase in net
loss was primarily due to the reasons as described above.

Liquidity and Capital Resources

      Cash has historically been generated from operations, although we raised
$1,000,000 from the private sale of our equity securities in November 2006.
Operations and liquidity needs are funded primarily through cash flows from
operations and short-term borrowings. Cash and cash equivalents were $2,600 at
September 30, 2007 and current assets totaled $415,062 at September 30, 2007.
The Company's total current liabilities were $637,821 at September 30, 2007.
Working capital at September 30, 2007 was $(222,759). During the nine months
ended September 30, 2007, net cash used in operating activities was $6,125,138.

      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. 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 nine months ended September 30, 2007
and 2006 were $127,953 and $163,283, 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.


                                       6
<PAGE>

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.

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.

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 provides 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:


                                       7
<PAGE>

      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
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:


                                       8
<PAGE>

      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.

      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

      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.


                                       9
<PAGE>

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.

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


                                       10
<PAGE>

      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
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;


                                       11
<PAGE>

      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;

      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 November 13, 2007, we had 11 million
shares outstanding. Although 7,375,000 of our shares constitute restricted
securities under the Securities Act, after a year, the shares may be sold into
the marketplace under Rule 144. The possible sale of a significant number of
these shares may cause the market price of our shares to fall.

We may need additional capital, and the sale of additional shares or other
equity securities could result in additional dilution to our shareholders

      We believe that our current cash and cash equivalents and anticipated cash
flow from operations will be sufficient to meet our anticipated cash needs for
the near future. We may, however, require additional cash resources due to
changed business conditions or other future developments, including any
investments or acquisitions we may decide to pursue. If our resources are
insufficient to satisfy our cash requirements, we may seek to sell additional
equity or debt securities or obtain a credit facility. The sale of additional
equity securities could result in additional dilution to our shareholders. The
incurrence of indebtedness would result in increased debt service obligations
and could result in operating and financing covenants that would restrict our
operations. We cannot give any assurance that financing will be available in
amounts or on terms acceptable to us, if at all.

ITEM 3. 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
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.


                                       12
<PAGE>

                                     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 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.


                                       13
<PAGE>

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.


                                       14
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Company has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.

                                                    WEALTHCRAFT SYSTEMS INC.
                                                    (Registrant)


Date: November 13, 2007                             /s/ Kelly Jay Michael Tallas
      -----------------                             ----------------------------
                                                    Kelly Jay Michael Tallas
                                                    Chief Executive Officer


Date: November 13, 2007                             /s/ Xiao Zhen Li
      -----------------                             ----------------------------
                                                    Xiao Zhen Li
                                                    Chief Financial Officer


                                       15
<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.


                                       16