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

                                    FORM 10-Q

                                   (Mark one)

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

                  For the quarterly period ended June 30, 2008

                                       OR

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

                For the transition period from ______ to _______

                        COMMISSION FILE NUMBER 000-51575

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

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

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

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

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

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

Large accelerated filer |_|                        Accelerated filer |_|

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

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

As of August 14, 2008, there were 10,900,000 shares of Common Stock outstanding.

<PAGE>

                    WEALTHCRAFT SYSTEMS INC. AND SUBSIDIARIES

                                TABLE OF CONTENTS

                                                                            Page

                                     PART I.

                              FINANCIAL INFORMATION

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

Item 2.      Management's Discussion and Analysis of Financial Condition
                and Results of Operations.................................... 25

Item 3.      Quantitative Disclosures About Market Risk...................... 32

Item 4.      Controls and Procedures......................................... 32

Item 4(T).   Controls and Procedures......................................... 32

                                    PART II.

                                OTHER INFORMATION

Item 1.      Legal Proceedings............................................... 33

Item 2.      Unregistered Sales of Equity Securities and Use of Proceeds..... 42

Item 3.      Defaults Upon Senior Securities................................. 42

Item 4.      Submission of Matters to a Vote of Security Holders............. 42

Item 5.      Other Information............................................... 42

Item 6.      Exhibits........................................................ 42

Signatures................................................................... 42

Certifications

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

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

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

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


                                        i
<PAGE>

                                     PART I.

                              FINANCIAL INFORMATION

Item 1. Financial Statements.

                     WEALTHCRAFT SYSTEMS INC. AND SUBSIDIARY

             CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

<PAGE>

                                TABLE OF CONTENTS


                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                   (UNAUDITED)

                                TABLE OF CONTENTS


Condensed Consolidated Balance Sheets as of June 30, 2008 (Unaudited)
and December 31, 2007                                                          2

Unaudited Condensed Consolidated Statements of Operations                      3

Unaudited Condensed Consolidated Statements of Cash Flows                      4

Notes to unaudited Condensed Consolidated Financial Statements                 5

<PAGE>

                     WEALTHCRAFT SYSTEMS INC. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                     ASSETS

                                                                      June 30, 2008       December 31, 2007
                                                                    -----------------     -----------------
Current Assets                                                         (UNAUDITED)
<S>                                                                 <C>                   <C>
            Cash and cash equivalents                               $          31,023     $           8,904
            Accounts receivable                                               477,048               432,132
            Deposit and other assets                                           28,455                33,853
                                                                    -----------------     -----------------
                    Total Current Assets                                      536,526               474,889
                                                                    -----------------     -----------------

Property and equipment, net                                                   106,762               113,710
                                                                    -----------------     -----------------

Intangible asset, net                                                         193,043               218,200
                                                                    -----------------     -----------------

                    Total Assets                                    $         836,331     $         806,799
                                                                    =================     =================

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
            Accounts payable and accrued expenses                   $         320,440     $         201,975
            Bank overdraft                                                     39,539                37,778
            Deferred income                                                   541,464               358,547
            Loan from related parties                                          86,127               113,792
            Loan payable                                                      185,134                80,363
            Current portion, note payable                                       9,687                12,167
                                                                    -----------------     -----------------

                    Total Current Liabilities                               1,182,391               804,622
                                                                    -----------------     -----------------

Long Term Liabilities
            Shareholder loan payable                                          394,068               394,068
            Note payable, net of current portion                                    0                 3,944
                                                                    -----------------     -----------------
                    Total Long Term  Liabilities                              394,068               398,012
                                                                    -----------------     -----------------

                    Total Liabilities                                       1,576,459             1,202,634
                                                                    -----------------     -----------------

Stockholders' Equity (Deficit)
            Common stock, $.001 par value, 25,000,000
            shares authorized, 10,900,000 issued and outstanding               10,900                10,900
            Additional paid in capital                                      7,010,219             7,010,219
            Other comprehensive Income                                         35,698                   572
            Accumulated deficit                                            (7,796,946)           (7,417,526)
                                                                    -----------------     -----------------

                    Total Stockholders' Equity (Deficit)                     (740,128)             (395,835)
                                                                    -----------------     -----------------

            Total Liabilities and Stockholders' Equity (Deficit)    $         836,331     $         806,799
                                                                    =================     =================
</TABLE>

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


                                        2
<PAGE>

                     WEALTHCRAFT SYSTEMS INC. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
        FOR THE THREE AND SIX MONTHS PERIODS ENDED JUNE 30, 2008 AND 2007
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                         Three month period ended June 30,      Six month period ended June 30,
                                                              2008               2007               2008               2007
                                                         --------------     --------------     --------------     --------------
<S>                                                      <C>                <C>                <C>                <C>
Revenue                                                  $      387,288     $      171,657            773,379     $      350,393

Cost of revenue                                                 180,097            173,495            455,225            307,054
                                                         --------------     --------------     --------------     --------------
        Gross profit                                            207,191             (1,838)           318,154             43,339

General and administrative expenses                             330,298          5,341,487            695,592          5,973,831

                                                         --------------     --------------     --------------     --------------
        Loss from operations                                   (123,107)        (5,343,325)          (377,438)        (5,930,492)
                                                         --------------     --------------     --------------     --------------

Other (Income) Expense
        Interest income                                              --             (2,545)               (18)            (3,172)
        Other income                                                 95             (2,354)               217             (3,181)
        Interest expense                                            882                599              1,781              1,322

                                                         --------------     --------------     --------------     --------------
        Total Other (Income) Expense                                977             (4,300)             1,980             (5,031)
                                                         --------------     --------------     --------------     --------------

        Loss before income taxes                               (124,084)        (5,339,025)          (379,418)        (5,925,461)

Provision for income taxes                                           --                 --                 --                 --

        Net income (loss)                                      (124,084)        (5,339,025)          (379,418)        (5,925,461)

Other comprehensive loss
             Foreign currency translation gain (loss)            (7,943)            (6,785)            35,698            (25,718)
                                                         --------------     --------------     --------------     --------------

        Net Comprehensive Income (Loss)                  $     (132,027)    $   (5,345,810)          (343,720)    $   (5,951,179)
                                                         ==============     ==============     ==============     ==============

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

Basic and diluted loss per share                         $        (0.01)    $        (0.49)             (0.03)    $        (0.57)
                                                         ==============     ==============     ==============     ==============
</TABLE>

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


                                        3
<PAGE>

                     WEALTHCRAFT SYSTEMS INC. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
             FOR THE SIX MONTHS PERIOD ENDED JUNE 30, 2008 AND 2007
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                             2008            2007
                                                                         -----------     -----------
<S>                                                                      <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
         Net loss                                                        $  (379,418)    $(5,925,461)

         Adjustments to reconcile net loss to net cash
            provided by (used in) operating activities:
         Depreciation and amortization                                        65,285          15,415
         Issuance of shares for compensation                                      --       5,000,000
         (Increase) / decrease in current assets:
            Accounts receivables                                             (44,941)       (276,924)
            Other receivable Related party                                    10,000              --
            Deposit and other assets                                           5,401         264,482
            Increase / (decrease) in current liabilities:
            Accounts payable and accrued expenses                            118,505          28,727
            Deferred revenue                                                 183,017          (4,282)
                                                                         -----------     -----------

         Total Adjustments                                                   337,267       5,027,419
                                                                         -----------     -----------

         Net cash used in operating activities                               (42,152)       (898,042)
                                                                         -----------     -----------

CASH FLOWS FROM INVESTING ACTIVITIES
         Investment in intangible assets                                          --         (57,170)
         Purchase of property and equipment                                       --         (53,543)
                                                                         -----------     -----------

         Net cash used in investing activities                                    --        (110,713)
                                                                         -----------     -----------

CASH FLOWS FROM FINANCING ACTIVITIES
         Loan from related parties                                           (27,679)         43,365
         Bank overdraft                                                        1,762              --
         Payments on bank loan                                                (6,427)        (10,039)
         Proceeds from issuance of note payable                              104,771              --
         Collection on subscription receivable                                    --         407,304
                                                                         -----------     -----------

         Net cash provided by financing activities                            72,426         440,630
                                                                         -----------     -----------

         Effect of exchange rate changes on cash and cash equivalents         (8,156)         (3,836)
                                                                         -----------     -----------
         Net increase/(decrease) in cash and cash equivalents                 22,119        (571,962)

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

         Cash and cash equivalents, ending balance                       $    31,023     $   157,800
                                                                         ===========     ===========

SUPPLEMENTAL DISCLOSURES:

         Cash paid during the year for:

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

            Interest payments                                            $     1,781     $     1,322
                                                                         ===========     ===========

         Non cash Transactions:

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

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


                                        4
<PAGE>

                     WEALTHCRAFT SYSTEMS INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2008 AND 2007

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  represented 70% of the issued
      and outstanding capital stock of WealthCraft after the consummation of the
      Exchange Agreement and the transactions  contemplated thereby. As a result
      of the Exchange Agreement, WealthCraft HK became a wholly-owned subsidiary
      of WealthCraft.

      WealthCraft HK was  incorporated  under the laws in Hong Kong on August 1,
      2003.  On  September  19, 2005,  WealthCraft  Systems  (Shenzhen)  Limited
      ("WealthCraft  Shenzhen"),  a private  limited company was organized under
      the laws of the People's Republic of China.  WealthCraft Shenzhen is owned
      100% by WealthCraft HK. When used in these notes, the terms "WealthCraft,"
      "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 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
      Asian market.


                                        5
<PAGE>

                     WEALTHCRAFT SYSTEMS INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2008 AND 2007

Note 1 - ORGANIZATION (Continued)

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

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Unaudited Interim Financial Information

      The accompanying  unaudited  consolidated  financial  statements have been
      prepared  by  Wealthcraft,  pursuant to the rules and  regulations  of the
      Securities and Exchange  Commission (the "SEC") Form 10-Q and Article 8-03
      of  Regulation  S-X, and  generally  accepted  accounting  principles  for
      interim financial reporting. The information furnished herein reflects all
      adjustments  (consisting  of normal  recurring  accruals and  adjustments)
      which are, in the opinion of  management,  necessary to fairly present the
      operating  results for the respective  periods.  Certain  information  and
      footnote  disclosures  normally present in annual  consolidated  financial
      statements  prepared in accordance  with accounting  principles  generally
      accepted in the United  States of America  have been  omitted  pursuant to
      such rules and regulations. These consolidated financial statements should
      be read in conjunction with the audited consolidated  financial statements
      and footnotes  included in the Company's Annual Report on Form 10-KSB. The
      results  of the six  months  ended  June  30,  2008  are  not  necessarily
      indicative of the results to be expected for the full year ending December
      31, 2008.

      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).


                                        6
<PAGE>

                     WEALTHCRAFT SYSTEMS INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2008 AND 2007

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      Translation Adjustment

      As of June 30,  2008,  the  accounts  of  WealthCraft  HK and  WealthCraft
      Shenzhen were maintained,  and its financial statements were expressed, in
      Hong Kong Dollar (HKD) and Chinese Yuan (CNY).  Such financial  statements
      were  translated  into  USD in  accordance  with  Statement  of  Financial
      Accounting  Standards No. 52 ("SFAS 52"), "Foreign Currency  Translation,"
      with  the  HKD  and  CNY  as the  functional  currency.  According  to the
      Statement,  all assets and  liabilities  were  translated  at the  current
      exchange rate,  stockholders' equity is translated at the historical rates
      and income statement items are translated at the average exchange rate for
      the period. The resulting translation adjustments are reported under other
      comprehensive  income in accordance with Statement of Financial Accounting
      Standards No. 130 ("SFAS  130"),  "Reporting  Comprehensive  Income," as a
      component of stockholders' equity.

      Use of Estimates

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

      Principles of Consolidation

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

      Contingencies

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

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


                                        7
<PAGE>

                     WEALTHCRAFT SYSTEMS INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2008 AND 2007

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      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 June 30,
      2008 and December 31, 2007,  the company did not reserve any allowance for
      doubtful debts.

      Property, Plant & Equipment

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

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


                                        8
<PAGE>

                     WEALTHCRAFT SYSTEMS INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2008 AND 2007

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      As of June  30,  2008  and  December  31,  2007,  property  and  equipment
      consisted of the following:

                                          June 30, 2008       December 31, 2007
                                        -----------------     -----------------
      Office furniture and equipment    $          26,232     $         116,311
      Computer hardware and software              188,302                79,771
                                        -----------------     -----------------
                                                  214,534               196,082

      Accumulated depreciation                   (107,772)              (82,372)
                                        -----------------     -----------------
                                        $         106,762     $         113,710
                                        =================     =================

      Depreciation expense was $23,029 and $15,415 for the six months ended June
      30, 2008, and 2007, respectively.

      Fair Value of Financial Instruments

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

      Intangible Asset

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


                                        9
<PAGE>

                     WEALTHCRAFT SYSTEMS INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2008 AND 2007

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

                                          June 30, 2008       December 31, 2007
                                        -----------------     -----------------
      Software Development Cost         $         297,596     $         253,394

      Accumulated amortization                   (104,553)              (35,194)
                                        -----------------     -----------------
      Total                             $         193,043     $         218,200
                                        =================     =================

      The intangible assets are amortized over the useful life, generally two to
      three  years from the  general  release  date.  Amortization  expense  was
      $42,255 and $0 for the six months ended June 30, 2008 and 2007.

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

      June 30,
           2009    $ 84,528
           2010      84,528
           2011      23,987
                   --------
      Total        $193,043
                   ========

      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).


                                       10
<PAGE>

                     WEALTHCRAFT SYSTEMS INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2008 AND 2007

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      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.

      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.


                                       11
<PAGE>

                     WEALTHCRAFT SYSTEMS INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2008 AND 2007

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      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.

      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 June 30, 2008 and December 31,
      2007.


                                       12
<PAGE>

                     WEALTHCRAFT SYSTEMS INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2008 AND 2007

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      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.


                                       13
<PAGE>

                     WEALTHCRAFT SYSTEMS INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2008 AND 2007

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      In February  2007,  FASB issued FASB  Statement  No. 159,  "The Fair Value
      Option for Financial  Assets and Financial  Liabilities"  ("FAS 159"). 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.

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

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

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


                                       14
<PAGE>

                     WEALTHCRAFT SYSTEMS INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2008 AND 2007

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

      On May 8, 2008,  the Financial  Accounting  Standards  Board (FASB) issued
      Statement of Financial Accounting Standards (SFAS) No. 162, "The Hierarchy
      of Generally Accepted Accounting Principles," which will provide framework
      for  selecting  accounting  principles  to be used in preparing  financial
      statements that are presented in conformity with U.S.  generally  accepted
      accounting  principles  (GAAP)  for  nongovernmental  entities.  With  the
      issuance of SFAS No. 162, the GAAP hierarchy for nongovernmental  entities
      will move from auditing literature to accounting  literature.  The Company
      is  currently  assessing  the  impact  of SFAS  No.  162 on its  financial
      position and results of operations.

      The FASB has issued Statement of Financial  Accounting  Standards No. 163,
      "Accounting for Financial  Guarantee  Insurance  Contracts."  SFAS No. 163
      clarifies  how  SFAS  No.  60,   Accounting  and  Reporting  by  Insurance
      Enterprises  applies to financial  guarantee insurance contracts issued by
      insurance  enterprises,  and addresses the  recognition and measurement of
      premium revenue and claim  liabilities.  It requires expanded  disclosures
      about  contracts,  and recognition of claim liability prior to an event of
      default when there is evidence that credit  deterioration  has occurred in
      an insured financial obligation. It also requires disclosure about (a) the
      risk  management  activities  used by an insurance  enterprise to evaluate
      credit  deterioration in its insured  financial  obligations,  and (b) the
      insurance  enterprise's   surveillance  or  watch  list.  The  Company  is
      currently  evaluating  the  impact  of  SFAS  No.  163  on  its  financial
      statements.


                                       15
<PAGE>

                     WEALTHCRAFT SYSTEMS INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2008 AND 2007

Note 3 - COMMON STOCK

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

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

      On November  13,  2006,  the Company  completed  the sale and  issuance of
      375,000 shares of Common Stock in the aggregate  amount of $1,650,000,  or
      $4.40 per share,  of which  $1,000,000 was paid at the initial closing and
      $650,000  will 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 June 30, 2008 there is
      no subscription receivable outstanding.

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

Note 4 - SHARE EXCHANGE AGREEMENT

      On November 13, 2006,  WealthCraft Systems Inc. completed the transactions
      contemplated by that certain Exchange  Agreement,  dated as of October 19,
      2006,  by and among  WealthCraft,  certain  shareholders  of  WealthCraft,
      WealthCraft  HK and the  shareholders  of  WealthCraft  HK (the  "Exchange
      Agreement").  Accordingly,  WealthCraft  acquired  all of the  issued  and
      outstanding  shares  of stock  of  WealthCraft  HK,  in  exchange  for the
      issuance  in  the  aggregate  of  7,000,000  shares  of  common  stock  of
      WealthCraft,  which shares  represented  70% of the issued and outstanding
      capital  stock of  WealthCraft  after  the  consummation  of the  Exchange
      Agreement and the transactions  contemplated  thereby.  As a result of the
      Exchange  Agreement,  WealthCraft HK became a  wholly-owned  subsidiary of
      WealthCraft.


                                       16
<PAGE>

                     WEALTHCRAFT SYSTEMS INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2008 AND 2007

Note 4 - SHARE EXCHANGE AGREEMENT (Continued)

      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  registered  in the State of Nevada and has  operations  in
      three tax  jurisdictions - the People's Republic of China (PRC), Hong Kong
      (HK) and the United States.  For certain operations in the US, HK and PRC,
      the Company has incurred net accumulated  operating  losses for income tax
      purposes The Company  believes  that it is more likely than not that these
      net  accumulated  operating  losses  will not be  utilized  in the future.
      Therefore,  the Company has  provided  full  valuation  allowance  for the
      deferred tax assets arising from the losses at these  locations as of June
      30, 2008. Accordingly, the Company has no net deferred tax assets.


                                       17
<PAGE>

                     WEALTHCRAFT SYSTEMS INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2008 AND 2007

Note 5 - INCOME TAXES (Continued)

      The  provision  for income  taxes  from  continuing  operations  on income
      consists of the  following  for the six month  periods ended June 30, 2008
      and 2007:

                                                 June 30, 2008     June 30, 2007
                                                 -------------     -------------
      US Current Income Tax Expense (Benefit)
        Federal                                  $          --     $          --
        State                                               --                --
                                                 -------------     -------------
                                                            --                --
      PRC and HK Current Tax Expense                        --                --
          Total                                  $          --     $          --
                                                 -------------     -------------

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

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

      United States of America

      As of June 30, 2008,  the Company in the United  States had  approximately
      $5,764,261 in net operating loss carry forwards available to offset future
      taxable  income.  Federal net  operating  losses can  generally be carried
      forward 20 years.  The deferred tax assets for the United States  entities
      at June 30, 2008 consists  mainly of net operating loss carry forwards and
      were fully reserved as the management  believes it is more likely than not
      that these assets will not be realized in the future.


                                       18
<PAGE>

                     WEALTHCRAFT SYSTEMS INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2008 AND 2007

Note 5 - INCOME TAXES (Continued)

      The  following  table sets  forth the  significant  components  of the net
      deferred  tax  assets  for  operation  in the US as of June  30,  2008 and
      December 31, 2007.

      -------------------------------------------------------------------------
                                           June 30, 2008      December 31, 2007
      -------------------------------------------------------------------------
      Net operation loss carry forward   $       5,764,261    $       5,603,643
      -------------------------------------------------------------------------
      Total deferred tax assets                  1,959,849            1,905,239
      -------------------------------------------------------------------------
      Less: valuation allowance                 (1,959,849)          (1,905,239)
      -------------------------------------------------------------------------
      Net deferred tax assets            $              --    $              --
      -------------------------------------------------------------------------

      People's Republic of China (PRC)

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

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

      As of June  30,  2008 and  2007,  the  Company's  PRC  subsidiary  had net
      operating  loss carry  forwards  which can be  carried  forward 5 years to
      offset  future  taxable  income.  The  deferred  tax  assets  for  the PRC
      subsidiary  at June 30, 2008 consists  mainly of net operating  loss carry
      forwards  and were fully  reserved as the  management  believes it is more
      likely than not that these assets will not be realized in the future.

      The  following  table sets  forth the  significant  components  of the net
      deferred tax assets for  operation in PRC as of June 30, 2008 and December
      31,2007.

      -------------------------------------------------------------------------
                                            June 30, 2008     December 31, 2007
      -------------------------------------------------------------------------
      Net operation loss carry forward    $       2,219,357   $       1,813,883
      -------------------------------------------------------------------------
      Total deferred tax assets                     399,484             272,082
      -------------------------------------------------------------------------
      Less: valuation allowance                    (399,484)           (272,082)
      -------------------------------------------------------------------------
      Net deferred tax assets             $              --   $              --
      -------------------------------------------------------------------------


                                       19
<PAGE>

                     WEALTHCRAFT SYSTEMS INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2008 AND 2007

Note 5 - INCOME TAXES (Continued)

      Aggregate net deferred tax assets

      The following table sets forth the significant components of the aggregate
      net  deferred  tax assets of the Company as of June 30, 2008 and  December
      31, 2007:

      -------------------------------------------------------------------------
                                           June 30, 2008      December 31, 2007
      -------------------------------------------------------------------------
      Aggregate:
      -------------------------------------------------------------------------
      Total deferred tax assets          $       2,359,333    $       2,177,321
      -------------------------------------------------------------------------
      Less: valuation allowance                 (2,359,333)          (2,177,321)
      -------------------------------------------------------------------------
      Net deferred tax assets            $              --    $              --
      -------------------------------------------------------------------------

Note 6 - DEFERRED REVENUE

      Deferred  revenue  represents  customer  billings,  paid either upfront or
      annually  at the  beginning  of each  billing  coverage  period,  that are
      accounted for as subscriptions  with revenue  recognized  ratably over the
      billing coverage period. For certain other licensing  arrangements revenue
      attributable  to  undelivered   elements,   including  free  post-delivery
      telephone    support    and   the    right    to    receive    unspecified
      upgrades/enhancements  on a  when-and-if-available  basis, is based on the
      sales  price of those  elements  when sold  separately  and is  recognized
      ratably  on a  straight-line  basis  over  the life  cycle of the  related
      product.  As of June 30,  2008 and  December  31,  2007,  deferred  income
      amounted to $541,464 and $358,547, respectively.


                                       20
<PAGE>

                     WEALTHCRAFT SYSTEMS INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2008 AND 2007

Note 7 - NOTES PAYABLE

      As of June 30, 2008 and December 31, 2007,  the Company had notes  payable
      in the aggregate amount of $9,687 and $16,111, respectively.  Payables are
      as follows:

<TABLE>
<CAPTION>
                         Description                        June 30, 2008      December 31, 2007
      ------------------------------------------------    -----------------    -----------------
<S>                                                       <C>                  <C>
      Secured note payable to a bank in                   $           9,687    $          15,221
      Hong Kong, interest at the rate of 4% per annum,
      due on April 30, 2009

      Secured note payable to a bank in                                  --                  890
      Hong Kong, interest at the rate of 6% per annum,
      due on January 24, 2008
                                                          -----------------    -----------------
      Total                                                           9,687               16,111
                                                          -----------------    -----------------
      Current portion                                     $           9,687    $          12,167
                                                          -----------------    -----------------
      Long-term portion                                   $              --    $           3,944
                                                          =================    =================
</TABLE>

Note 8 - RELATED PARTY LOAN TRANSACTIONS

      As of June 30, 2008 and December 31, 2007,  the Company had a non-interest
      bearing,  unsecured loan payable to shareholders of the Company  amounting
      to $394,068. These loans are payable on demand.

      As of June 30, 2008 and December 31, 2007,  the Company had a non-interest
      bearing,  unsecured loan payable to a shareholder of the Company amounting
      to $185,134 and $80,363, respectively. These loans are payable on demand.


                                       21
<PAGE>

                     WEALTHCRAFT SYSTEMS INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2008 AND 2007

Note 9 - OTHER COMPREHENSIVE LOSS

      Balances of related  after-tax  components  comprising  accumulated  other
      comprehensive loss, included in stockholders'  equity at June 30, 2008 and
      December 31, 2007 is as follows:

                                             Accumulated Other
                                            Comprehensive Loss
                                            ------------------
      Balance at December 31, 2006          $            2,943
      Foreign currency loss 2007                        (2,371)
                                            ------------------
      Balance at December 31, 2007                         572
      Foreign currency gain 2008                        35,126
                                            ------------------
      Balance at June 30, 2008              $           35,698
                                            ==================

Note 10 - COMMITMENTS

      The Company  leases office and plant  facilities  under  operating  leases
      which terminate on January 14, 2009 and July 31, 2009.  Rental expense for
      these  leases  consisted  of $77,038 and $63,947 for the six months  ended
      June 30, 2008 and 2007, respectively. The Company has future minimum lease
      obligations as follows:

             June 30,
             2009         $132,991
             2010            9,326
                          --------
             Total        $142,317
                          ========

Note 11 - CURRENT VULNERABILITY DUE TO RISK FACTORS

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


                                       22
<PAGE>

                     WEALTHCRAFT SYSTEMS INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2008 AND 2007

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 June 30, 2008 and
      December 31, 2007, the Company had no reserves to these  non-distributable
      reserve funds since it had no income from operations.

Note 13 - GOING CONCERN

      The  accompanying  consolidated  financial  statements  have been prepared
      assuming  that the Company will continue as a going  concern.  The Company
      has  sustained  net  losses of  $7,796,945  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.


                                       23
<PAGE>

                     WEALTHCRAFT SYSTEMS INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2008 AND 2007

Note 14 - Contingency

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

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

      On June 20, 2008 the Company and Tallas  formally  notified EABA that they
      were terminating the Heads of Agreement,  and the License Agreement,  as a
      result of the  failure  of both  parties  to  satisfy  the  conditions  to
      consummate the transactions contemplated by the Agreement.

      By letters  dated June 27, 2008 and July 8, 2008 EABA  advised the Company
      that it rejected the Company's attempt to terminate the Heads of Agreement
      and  License  Agreement.   The  Company  believes  that  its  position  in
      terminating the Heads of Agreement and License Agreement is correct and is
      contemplating legal action against EABA.


                                       24
<PAGE>

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

Special Note Regarding Forward Looking Statements

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


                                       25
<PAGE>

Introduction

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

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

      On November 13, 2006,  WealthCraft  Holdings  completed  the  transactions
contemplated by a certain Exchange  Agreement,  dated as of October 19, 2006, by
and among WealthCraft  Holdings,  certain shareholders of WealthCraft  Holdings,
WealthCraft   HK  and  the   shareholders   of  WealthCraft  HK  (the  "Exchange
Agreement").  Accordingly,  WealthCraft  Holdings acquired all of the issued and
outstanding  shares of stock of  WealthCraft  HK in exchange for the issuance in
the aggregate of 7,000,000 shares of common stock of WealthCraft Holdings, which
shares  represented  70%  of  the  issued  and  outstanding   capital  stock  of
WealthCraft  Holdings after the  consummation of the Exchange  Agreement and the
transactions  contemplated  thereby.  As a  result  of the  Exchange  Agreement,
WealthCraft HK became a wholly-owned subsidiary of WealthCraft Holdings.

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

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


                                       26
<PAGE>

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

Recent Developments

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

      Under  the  terms of the  Agreement,  the  Company  entered  into a Master
License  Agreement (the "License  Agreement")  pursuant to which the Company was
licensed  to  distribute   products  developed  by  EAB  and  licensed  to  EABA
exclusively in Australia and New Zealand and worldwide to clients  introduced by
EABA and its affiliates.  The products have been developed for use in the wealth
management,  insurance and financial services  industries.  In consideration for
the grant of the license, WealthCraft agreed to issue EABA such number of shares
as will  result in EABA owning  sixty (60)  percent of the  outstanding  capital
stock of the Company  after  giving  effect to the  issuance  and the  financing
described below.

      By letter dated June 20, 2008, the Company and Tallas terminated the Heads
of Agreement and the License Agreement as a result of the failure of the parties
to satisfy the conditions to consummate  the  transactions  contemplated  by the
Heads of Agreement,  including without  limitation the failure of the Company to
complete a financing  of a minimum of $5 million and a maximum of $20 million at
a price that is  acceptable  to both the  Company  and EABA,  the failure of the
Company's  executives to enter into mutually  acceptable  employment  agreements
with  the  Company  and the  failure  to  agree  on  other  mutually  acceptable
documentation for the transaction.

      By letters dated June 27, 2008 and July 8, 2008 (the "EABA Letters"), EABA
advised the Company that it rejected  the  Company's  attempt to  terminate  the
Heads of Agreement and License Agreement. The Company believes that its position
in  terminating  the Heads of Agreement and License  Agreement is correct and is
contemplating  legal  action  against  EABA.  Since  June 27,  there has been no
further communication with EABA.


                                       27
<PAGE>

Results of Operations

Results of Operations for the Three Months Ended June 30, 2008 and 2007

The following  table  presents the statement of operations  for the three months
ended June 30,  2008 as compared to the  comparable  period of the three  months
ended  June 30,  2007.  The  discussion  following  the  table is based on these
results.

                                                      2008             2007
                                                  ------------     ------------
Revenue, net                                      $    387,288     $    171,657

Cost of sales                                          180,097          173,495
                                                  ------------     ------------
        Gross profit                                   207,191           (1,838)

General and administrative expenses                    330,298        5,341,487
                                                  ------------     ------------

        Loss from operations                          (123,107)      (5,343,325)
                                                  ------------     ------------

Other (Income) Expense
        Interest income                                      0           (2,545)
        Other (income) expense                              95           (2,354)
        Interest expense                                   882              599
                                                  ------------     ------------

        Total Other (Income) Expense                       977           (4,300)
                                                  ------------     ------------

Net Income (loss)                                 $   (124,084)    $ (5,339,025)
                                                  ============     ============

Net Revenue

      Net revenue for the three  months  ended June 30,  2008  totaled  $387,288
compared to $171,657 for the three  months  ended June 30, 2007,  an increase of
$215,631,   or  approximately  126%.  Our  software  license  revenue  increased
approximately  $138,000  related  to two new  accounts  during the  quarter.  In
addition, our revenue for professional services increased approximately $100,000
due to additional demand for such services from existing customers new customers
during the quarter.  Data service revenue decreased  approximately  $22,000. Our
data service  revenue has decreased due to the  completion of two contracts that
we had over the last year.

Cost of Sales

      Cost of sales for the three months  ended June 30, 2008 totaled  $180,097,
or approximately 47% of net revenue, compared to $173,495, or approximately 101%
of net revenue, for the three months ended June 30, 2007, an increase of $6,602,
or  approximately  4%. As a percentage of net revenue cost of sales decreased by
54%. The decrease in the  percentage of cost of sales  compared to sales was due
to our  ability to  increase  our revenue  while  retaining  the same fixed cost
structure.

Operating Expense

      General and  administrative  expenses  for the three months ended June 30,
2008,  totaled  $330,298,  or  approximately  85% of net  revenue,  compared  to
$5,341,487,  or approximately  3,112% of net revenue, for the three months ended
June 30,  2007, a decrease of  $5,011,189,  or  approximately  94%. In the three
months ended June 30, 2007  compensation  of $5,000,000 was paid to two officers
and  employees  of the  company in shares of our stock for their past and future
services.


                                       28
<PAGE>

      Excluding  the one time charges of $5,000,000  in stock  compensation  for
comparative  purposes from the quarterly  results of June 30, 2007,  general and
administrative expenses were $341,487 compared to $330,298 for the quarter ended
June 30, 2008. A decrease of $11,189, or 3.3%.

Income (Loss) from Operations

      Loss from  operations  for the three  months  ended June 30, 2008  totaled
$(123,107),  or approximately 32% of net revenue,  compared to $(5,343,325),  or
approximately 3,113% of net revenue, for the three months ended June 30, 2007, a
decrease  of  $5,220,218,  or  approximately  98%.  The  decrease  in loss  from
operations  was  primarily  due to the  increase in revenue and the  decrease in
expenses  associated  with  the  officers  and  employee  compensation  that was
recorded during the three month ended June 30, 2007.

      Excluding the one time charges of $5,000,000  in stock  compensation  from
the quarterly  results of June 30, 2007 for  comparative  purposes the loss from
operations for the quarter ending June 30, 2007 would have been  $(343,325),  or
200% of net revenue, compared to a loss of $(123,107), or 32% of net revenue for
the quarter ended June 30, 2008. The loss from operations decreased by $220,218,
or 64%. The decrease in loss from  operations  was primarily due to the increase
in net  revenues  of  $215,631  while  our cost of  sales  and our  general  and
administrative expenses remained generally constant.

Net Income (Loss)

      Net loss for the three  months  ended  June 30,  2008  totaled  $(124,084)
compared to $(5,339,025) for the three months ended June 30, 2007, a decrease of
$5,214,941 or  approximately  98%. The decrease in net loss was primarily due to
the reasons as described above.

Results of Operations for the Six Months Ended June 30, 2008 and 2007.

      The  following  table  presents the  statement of  operations  for the six
months  ended June 30,  2008 as compared  to the  comparable  period of June 30,
2007. The discussion following the table is based on these results.


                                       29
<PAGE>

                                                      2008             2007
                                                  ------------     ------------
Revenue, net                                      $    773,379     $    350,393

Cost of sales                                          455,225          307,054
                                                  ------------     ------------
        Gross profit                                   318,154           43,339

General and administrative expenses                    695,592        5,973,831
                                                  ------------     ------------

        Loss from operations                          (377,438)      (5,930,492)
                                                  ------------     ------------

Other (Income) Expense
        Interest income                                    (18)          (3,172)
        Other (income) expense                             217           (3,181)
        Interest expense                                 1,781            1,322
                                                  ------------     ------------

        Total Other (Income) Expense                     1,980           (5,031)
                                                  ------------     ------------

Net Income (loss)                                 $   (379,418)    $ (5,925,461)
                                                  ============     ============

Net Revenue

      Net  revenue  for the six months  ended  June 30,  2008  totaled  $773,379
compared  to $350,393  for the six months  ended June 30,  2007,  an increase of
$422,986,  or approximately  121%. The increase was due to the additional demand
for our services and products from existing customers as well as the addition of
three new customers.  Our revenue from software licenses increased approximately
$206,400 and our  professional  service fees increased  approximately  $167,800.
Revenue of  approximately  $87,700 was generated from the resale of CRM products
as an authorized dealer from Microsoft. Our revenue from data services decreased
by $39,000  during the six months ended June 30, 2008 as compared to 2007 due to
the completion of two contracts during the current period.

Cost of Sales

      Cost of sales for the six months ended June 30, 2008, totaled $455,225, or
approximately 59% of net revenue,  compared to $307,054, or approximately 88% of
net revenue, for the six months ended June 30, 2007, an increase of $148,171, or
approximately  48%.  The  increase  was  due to  the  hiring  of two  additional
employees and to more employee wages being allocated directly to projects during
the  current  year as sales  increased.  Wages as a  component  of cost of sales
increased by $182,513  over the same period in 2007.  Also during the six months
ended June 30,  2008 cost of sales  related to our data  services  decreased  by
$34,313 due to the completion of two contracts in this period.


                                       30
<PAGE>

      As a percentage  of net revenue our cost of sales  decreased by 29% due to
our ability to increase revenue while not increasing our fixed costs.

Operating Expense

      General and administrative expenses for the six months ended June 30, 2008
totaled $695,592,  or approximately 90% of net revenue,  compared to $5,973,831,
or approximately  1,705% of net revenue, for the six months ended June 30, 2007,
a decrease of $5,278,239, or approximately 88%. In the six months ended June 30,
2007  compensation of $5,000,000 was paid to three officers and employees of the
company in shares of our stock for their past and future services.

      Excluding  the one time charge of  $5,000,000  in stock  compensation  for
comparative  purposes  from the results for the six months  ended June 30, 2007,
general and  administrative  expenses were $973,831 compared to $695,592 for the
six months ended June 30, 2008. A decrease of $278,239,  or 28.6%.  The decrease
is  attributable  to  the  reduction  in  our   administrative   staff  and  the
reallocation  of other staff to cost of sales due to our increase in sales.  Our
wages for the six months  ended June 30, 2008  decreased by $222,513 as compared
to the six months ended June 30, 2007.

Income (Loss) from Operations

      Loss from  operations  for the six  months  ended  June 30,  2008  totaled
$(377,438),  or approximately 49% of net revenue,  compared to $(5,930,492),  or
approximately  1,693% of net revenue,  for the six months ended June 30, 2007, a
decrease  of  $5,553,054,  or  approximately  94%.  The  decrease  in loss  from
operations  was  primarily  due to the  increase in revenue and the  decrease in
expenses   associated  with  the  $5,000,000  of  officers  and  employee  stock
compensation  incurred  during the six month  ended June 30, 2008 as compared to
June 30, 2007.

      Excluding  the one time charges of $5,000,000  in stock  compensation  for
comparative  purposes  from the results for the six months  ended June 30, 2007,
loss from  operations was  $(930,492)  compared to $(377,438) for the six months
ended June 30, 2008. A decrease of $553,054,  or 59.4%.  The decrease is our net
loss is due to an increase of our net revenues  and a decrease in our  operating
expenses as described above.

Net Income (Loss)

      Net  loss  for the six  months  ended  June 30,  2008  totaled  $(379,418)
compared to  $(5,925,461)  for the six months ended June 30, 2007, a decrease of
$5,546,043 or  approximately  94%. The decrease 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 million from the sale of our Common Stock in 2006.  Operations  and liquidity
needs are funded  primarily  through cash flows from  operations  and short-term
borrowings.  Cash and cash  equivalents were $31,023 and $8,904 at June 30, 2008
and December 31, 2007 and current assets totaled  $536,526 at June 30, 2008. The
Company's total current  liabilities  were $1,182,391 at June 30, 2008.  Working
capital at June 30, 2008 was  $(645,865).  During the six months  ended June 30,
2008 and 2007,  net cash used in operating  activities was $42,152 and $898,042,
respectively.


                                       31
<PAGE>

      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 six months ended June 30, 2008 and
2007 were $0 and  $110,713,  respectively,  for the purchase of fixed assets and
intangible assets.

Working Capital Requirements

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

ITEM 3. Quantitative Disclosures About Market Risk

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

Item 4. Controls and Procedures.

      Not applicable.

Item 4(T). Controls and Procedures.

      (a)  Management's  Quarterly  Report on Internal  Control  Over  Financial
Reporting.

      Under the supervision and with the participation of our management,  which
consists of Kelly J. Tallas and Jenny Li, who, respectively,  serve as our Chief
Executive  Officer  and Chief  Financial  Officer  ('Certifying  Officers"),  we
conducted an evaluation of the  effectiveness of the design and operation of our
disclosure controls and procedures, as such term is defined under Rule 13a-15(e)
and Rule 13d-15(e)  promulgated  under the  Securities  Exchange Act of 1934, as
amended (the "Act"), as of June 30, 2008.

      The system  includes  but is not limited to: a  documented  organizational
structure and division of responsibility; established policies and procedures to
foster a strong ethical  climate which is  communicated  throughout the Company;
regular reviews of our financial  statements by qualified  individuals;  and the
careful selection, training and development of our people.


                                       32
<PAGE>

      Based on this evaluation,  our Certifying Officers have concluded that our
disclosure controls and procedures as of the end of such period are effective to
ensure that information required to be disclosed by us in the reports we file or
submit under the Act is recorded, processed, summarized, and reported within the
time periods  specified in the  Securities and Exchange  Commission's  rules and
forms  and  that our  disclosure  and  controls  are  designed  to  ensure  that
information required to be disclosed by us in the reports that we file or submit
under the Act is accumulated and  communicated to our management,  including our
Certifying  Officers or persons performing similar functions,  as appropriate to
allow timely decisions regarding required disclosure.

      This quarterly Report on Form 10-Q does not include an attestation  report
of our  registered  public  accounting  firm  regarding  internal  control  over
financial accounting.  Management's report was not subject to attestation by our
registered  public accounting firm pursuant to temporary rules of the Securities
and Exchange  Commission that permits us to provide only management's  report in
this Report.

      (b) Changes in Internal Control Over Financial Reporting.

      Our management, including our Certifying Officers, confirm that there were
no changes in our internal  control over financial  reporting during our quarter
ending June 30, 2008, that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.

                                    PART II.

                                OTHER INFORMATION

Item 1. Legal Proceedings.

      Neither Wealthcraft Holdings nor its subsidiaries is involved in any legal
proceeding  which  may have a  significant  effect  on its  business,  financial
position, results of operations or liquidity.  Except as described below, we are
not 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.

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

      Under  the  terms of the  Agreement,  the  Company  entered  into a Master
License  Agreement (the "License  Agreement")  pursuant to which the Company was
licensed  to  distribute   products  developed  by  EAB  and  licensed  to  EABA
exclusively in Australia and New Zealand and worldwide to clients  introduced by
EABA and its affiliates.  The products have been developed for use in the wealth
management,  insurance and financial services  industries.  In consideration for
the grant of the license, WealthCraft agreed to issue EABA such number of shares
as will  result in EABA owning  sixty (60)  percent of the  outstanding  capital
stock of the Company  after  giving  effect to the  issuance  and the  financing
described below.


                                       33
<PAGE>

      By letter dated June 20, 2008, the Company and Tallas terminated the Heads
of Agreement and the License Agreement as a result of the failure of the parties
to satisfy the conditions to consummate  the  transactions  contemplated  by the
Heads of Agreement,  including without  limitation the failure of the Company to
complete a financing  of a minimum of $5 million and a maximum of $20 million at
a price that is  acceptable  to both the  Company  and EABA,  the failure of the
Company's  executives to enter into mutually  acceptable  employment  agreements
with  the  Company  and the  failure  to  agree  on  other  mutually  acceptable
documentation for the transaction.

      By letters dated June 27, 2008 and July 8, 2008 (the "EABA Letters"), EABA
advised the Company that it rejected  the  Company's  attempt to  terminate  the
Heads of Agreement and License Agreement. The Company believes that its position
in  terminating  the Heads of Agreement and License  Agreement is correct and is
contemplating  legal  action  against  EABA.  Since  June 27,  there has been no
further communication with EABA.

Item 1A. Risk Factors.

Risk Factors

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

Risks of our Business

Our dispute with EAB Systems (Australia) Limited could have adverse consequences
on our business and capital structure

      As more particularly  described in Item 1 of this Part II, we were a party
to a Heads of  Agreement  and  related  licensing  agreement  with  EAB  Systems
(Australia) Limited ("EABA"). On June 20, 2008, we terminated our agreement with
EABA. By letters dated June 27, 2008 and July 8, 2008,  EABA has advised us that
it has rejected our purported termination.  Although we have not had any further
communication  with EABA, if a legal  proceeding  were  commenced,  such a legal
proceeding  could be time  consuming  and costly even if we were to prevail.  If
EABA were to prevail, would could be forced to perform our obligations under the
Heads of Agreement which could result in a change of control or otherwise result
in an award of significant  damages against us for breach.  Any of the foregoing
scenarios  would  have  an  adverse  affect  on  our  business  and  results  of
operations.


                                       34
<PAGE>

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

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

We need additional capital in order to execute our business plan

      During our last two fiscal years,  we have  experienced  losses which have
depleted our cash  reserves.  We have an immediate  need for capital to grow our
business.  We must seek to raise equity or debt capital from alternative sources
and we cannot give any assurance  that financing will be available in amounts or
on terms acceptable to us, if at all. Our failure to secure  additional  capital
could  force  us to  curtail  our  current  business  plan or  cause us to cease
operations.

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

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.


                                       35
<PAGE>

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

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

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

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

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

      o     delays in completing and/or testing new or upgraded products,
            resulting in significant delays;

      o     extraordinary activity or other events could cause systems to fail;

      o     our technology could contain errors, or "bugs", which could impair
            the functionality of our solutions;

      o     we may experience difficulties or delays in connection with future
            implementations and upgrades to new versions of our products; and

      o     our  products  require  integration  with  third-party  products and
            systems, and we may not be able to integrate these products with new
            or existing products.

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

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


                                       36
<PAGE>

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:

      o     be time-consuming to investigate and defend;


                                       37
<PAGE>

      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.


                                       38
<PAGE>

      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.

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


                                       39
<PAGE>

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

      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.


                                       40
<PAGE>

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:


                                       41
<PAGE>

      o     fluctuations in our financial results;

      o     the actions of our customers and competitors;

      o     other factors affecting the wealth management industry in general;

      o     announcements of new products, product enhancements, technological
            innovations or new services by us or our competitors;

      o     the operating and stock price performance of other companies that
            investors may deem comparable;

      o     news reports relating to trends in our markets;

      o     changes in financial estimates by securities analysts;

      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 August 14, 2008, we had 10,900,000  shares
outstanding.  Although 8,275,000 of our shares constitute  restricted securities
under the Securities Act,  2,415,592 shares are currently  eligible to be freely
sold into the  marketplace.  The possible sale of a significant  number of these
shares may cause the market price of our shares to fall.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

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

None.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibits:

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

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

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

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


                                       42
<PAGE>

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                                   WEALTHCRAFT SYSTEMS INC.
                                                        (Registrant)


Date: August 14, 2008                           /s/ Kelly Jay Michael Tallas
                                                --------------------------------
                                                Kelly Jay Michael Tallas
                                                Chief Executive Officer


Date: August 14, 2008                           /s/ Xiao Zhen Li
                                                --------------------------------
                                                Xiao Zhen Li
                                                Chief Financial Officer


                                       43
<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.


                                       44