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

                                    Form 10-K

                                   (Mark One)

  |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934

                   For the Fiscal Year Ended December 31, 2008

                                       or

     |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                        Commission File Number: 000-51575

                            WEALTHCRAFT SYSTEMS INC.
             (Exact name of registrant as specified in its charter)

           Nevada                                         No. 88-0409165
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                          Identification No.)

      Unit A, 9/F On Hing Building
       1 On Hing Terrace, Central
              Hong Kong SAR
(Address of principal executive offices)                     (Zip Code)

               Registrant's telephone number, including area code:
                                 +852-3586-8234

           Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class                    Name of Each Exchange on Which Registered
-------------------                    -----------------------------------------
      None                                             None

           Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock, par value $.001 per share
--------------------------------------------------------------------------------
                                (Title of Class)

--------------------------------------------------------------------------------
                                (Title of Class)

Indicate by check mark whether the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes |_| No |X|

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Act. Yes |_| No |X|

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to the filing requirements for
at least the past 90 days. Yes |X| No |_|

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |_|

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

Large accelerated filer |_|                        Accelerated filer |_|

Non-accelerated filer |_|                          Smaller reporting company |X|
(Do not check if a smaller reporting company)

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

The aggregate market value of voting stock held by non-affiliates of the
registrant as of March 27, 2009 was $621,089.

10,900,000 shares of Common Stock were outstanding at March 27, 2009.

<PAGE>

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                                              WEALTHCRAFT SYSTEMS INC.

                                            2008 FORM 10-K ANNUAL REPORT

                                                  TABLE OF CONTENTS

<S>                                                                                                              <C>
PART I............................................................................................................1

   Item 1. Business...............................................................................................1

   Item 1A. Risk Factors..........................................................................................7

   Item 1B. Unresolved Staff Comments............................................................................14

   Item 2. Properties............................................................................................14

   Item 3. Legal Proceedings.....................................................................................14

   Item 4. Submission of Matters to a Vote of Security Holders...................................................15

PART II..........................................................................................................15

   Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
   Securities....................................................................................................15

   Item 6. Selected Financial Data...............................................................................16

   Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.................16

   Item 7A. Quantitative and Qualitative Disclosures about Market Risk...........................................19

   Item 8. Financial Statements and Supplementary Data...........................................................19

   Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure..................19

   Item 9A. (T). Controls and Procedures.........................................................................19

   Item 9B. Other Information....................................................................................21

PART III.........................................................................................................21

   Item 10. Directors and Executive Officers and Corporate Governance............................................21

   Item 11. Executive Compensation...............................................................................23

   Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.......23

   Item 13. Certain Relationships and Related Transactions, and Director Independence............................24

   Item 14. Principal Accounting Fees and Services...............................................................24

   Item 15. Exhibits, Financial Statement Schedules..............................................................26
</TABLE>

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                   SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains statements relating to future results
of the WealthCraft Systems Inc. (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-K, and we undertake no obligation to update or revise the
forward-looking statements, whether as a result of new information, future
events or otherwise.

<PAGE>

                                     PART I

ITEM 1. BUSINESS

History

WealthCraft Systems Inc. ("WealthCraft Holdings") 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 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 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.

In this Annual Report on Form 10-K, unless the context otherwise requires,
references to WealthCraft Holdings, "we", "us" or "our" include WealthCraft
Holdings, WealthCraft HK and WealthCraft Systems (Shenzhen) Limited, a China
company and wholly-owned subsidiary of WealthCraft HK ("WealthCraft SZ").

Overview

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 currently lacks a
comprehensive technology solution for servicing the growing wealth management
industry. Because of a number of factors, including language and currency
issues, existing products available in other parts of the world are not readily
adaptable to the Asia market.

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

To develop and market our solutions, we have partnered with Microsoft
Corporation 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.

<PAGE>

The Wealth Management Market in Asia

Wealth management is the business of assisting individuals with the
accumulation, preservation and transfer of wealth as they move through the
various stages of their lives, including integrating financial products and
advisory services. Asia is one of the fastest growing wealth management markets
in the world. According to the 2008 World Wealth Report published by Capgemini
and Merrill Lynch, the financial wealth of high net worth individuals in Asia
was $9.5 trillion in 2007 and is estimated to grow to $13.9 trillion by 2012.

Hong Kong has long been a center for finance and banking in Asia outside of
Japan, and is a key financial services hub for mainland China, one of the
world's fastest growing economies. According to a fund management survey
conducted by the Hong Kong Securities and Futures Commission in 2008, Hong Kong
had $1.242 billion of assets under management, and assets under management were
growing at approximately 56.5% per year.

According to SWIFT, the financial industry-owned co-operative supplying secure,
standardized messaging services and interface software to 7,800 financial
institutions in more than 200 countries, Taiwan has the potential to be the
largest fund market in Asia. Taiwan's population is aging rapidly. The number of
people near or in retirement presents a pressing need for quality wealth
management. However, it is estimated that 75-80% of the Taiwanese public's
monetary assets are invested in relatively low-yield term deposit savings
accounts, compared with 30% in other leading economies.

According to the National Bureau of Statistics of China, a prosperous section of
China society has emerged and grown rapidly in recent years. As of 2005, there
were more than 4.5 million individuals with liquid wealth in excess of $100,000.
By the end of 2005, 13% of China's urban families, or 24.5 million households,
were defined as "middle class" and it is estimated that this will increase to
25% by 2010. According to a survey by the Social Survey Institute of China,
wealth management services are very popular among urbanites in China's big
cities of Beijing, Shanghai, Tianjin and Guangzhou, where 74% are interested in
these services and 41% said that they would definitely purchase wealth
management products if possible.

According to the Monetary Authority of Singapore, Singapore's asset management
industry has seen double digit annual growth over the past five years. As of the
end of 2005, funds managed in Singapore totaled $456 billion, a jump of 26% from
the end of 2004.

The Wealth Management Industry in Asia

To protect and grow their wealth, high net worth individuals are seeking
diversification in their portfolios to obtain the returns they desire. These
individuals are increasingly sophisticated in terms of product knowledge and
pricing. Wealth managers, in turn, need to deliver products and services that
meet the needs and sophistication of these clients and institutions need to be
able to do this in a cost-effective, efficient manner. Although the wealth
management market is competitive, we believe that the majority of financial
institutions in Asia are not well-positioned to effectively and efficiently
capitalize on this opportunity because of the following factors:

      o     Poorly trained and inexperienced staff. Wealth management staff at
            many Asia financial institutions are focused solely on selling only
            high commission products that provide little long term value for
            customers. Staff are not properly trained in creating comprehensive
            wealth management plans.

      o     High attrition rates. Turnover of wealth management staff is very
            high. Advisors will change jobs for very small financial incentives,
            and institutions fail to build loyalty by maintaining advisor
            retention programs.

      o     Financial Institutions lack a fully developed wealth management
            strategy. Institutions have not focused on long-term business
            growth. They tend to have limited product offerings and do not
            emphasize long-term revenue generation such as that obtained through
            advisory and portfolio management fees.

      o     Lack of sophisticated order management systems. Wealth management
            technology directed at financial institutions lacks the capabilities
            required to meet the increasingly sophisticated consumer. Order
            management systems in general are not scalable, error-prone and very
            expensive. Institutions generally use several different systems,
            including rudimentary spreadsheets to keep track of their clients'
            records. Customer relationship software in most cases does not meet
            the very specific needs of their business. Moreover, the majority of
            mutual fund transactions currently are executed manually resulting
            in very high administration costs. These costs are passed-on to the
            investor resulting in higher costs.


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Although financial institutions in other parts of the world maintain
sophisticated systems for wealth management, the Asia market presents issues
that make these solutions difficult to easily adapt. For example, systems used
in other parts of the world may not be multi-currency capable. Further,
investment product offerings in Asia differ from those offered elsewhere.
Finally, Asia systems need to meet the unique language requirements of the
relevant market in which these systems are deployed.

The WealthCraft Solution

We have developed an affordable subscription-based solution for the problems
that we believe currently limit the wealth management business of Asia financial
institutions. This solution provides access, from a single platform, to
everything financial institutions and their financial advisors need to operate
effectively and support their wealth management customers. Through our knowledge
of the marketplace and emphasis on customer care, our solutions offer:

      o     A means to improve financial advisor retention. We provide a
            superior sales platform and research tools which reduce
            administrative time. Advisors are motivated to stay because the
            platform allows them to do their jobs much more efficiently,
            ultimately increasing income potential.

      o     An automated scalable system. We offer a fully integrated order
            management system, allowing automation of fund processing, which can
            reduce operational expenses resulting in higher profit margins. The
            platform is scalable in order to handle future expansion of an
            institution's funds business.

      o     A method to retain clients. A fundamental strategy for Asia wealth
            managers is to increase assets under management. To achieve this
            objective, our platform provides a mechanism to track not only
            assets currently held at the financial institution, but all other
            assets owned by the client. This allows the financial advisor to
            maintain a full picture of a client's wealth profile and to
            recommend and implement a wealth management strategy that is
            individualized for the specific client. It also allows the client to
            make better and informed investment decisions.

      o     Sophisticated planning tools. Our solution provides sophisticated
            planning tools which allow financial institutions to move from
            product pushing to value-oriented wealth management through proper
            financial planning practices, including:

            o     Knowing the client to meet internal compliance and external
                  regulatory requirements;

            o     Financial needs analysis and goal planning;

            o     Strategic asset allocation;

            o     Portfolio monitoring based on strategic asset allocation;

            o     Proactive customer relationship tools; and

            o     Additional revenue opportunities from existing clients. Our
                  solution assists financial institutions in expanding customer
                  relationships. By maintaining integrated information on the
                  client's history, the institution can capitalize by
                  cross-selling and up-selling products and services, resulting
                  in maximized profitability through increased financial product
                  sales.

The WealthCraft Platform

Our products are web-based and designed using a service-oriented architecture.
Service-oriented architecture shifts the focus from stand-alone solutions to
fully-integrated modular offerings from multiple vendors. Our products provide
enterprise-wide integration of applications. Instead of multiple systems to
solve multiple requirements, financial institutions can invest in a single
solution to drive their wealth management applications, including product
distribution and service, in a multi-channel, multi-department environment. We
do not believe that a single service-oriented platform has previously been
available to Asia financial institutions.


                                       3
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Specifically, our product offerings include the following:

Advisor Workbench

Advisor Workbench is our initial core product. Advisor Workbench is a
multi-language, client-focused platform providing integrated market research,
financial planning, portfolio management, and customer relationship management
for front-line sales teams and is targeted to medium to large size financial
institutions. Advisor Workbench is a completely customizable solution. It
contains the following features:

      o     Product and market data consolidation - The core of Advisor
            Workbench consolidates data from multiple sources, including
            internal and external providers, into a central repository, enabling
            accurate, reliable data distribution across the enterprise.

      o     Market data research - Financial advisors can access quantitative
            and qualitative market research information via Advisor Workbench,
            and apply this knowledge directly into their product selection and
            client investment strategies. As part of Advisor Workbench's
            research module, we have developed sophisticated search, selection,
            and comprehensive charting tools to complement and enhance the
            market data information.

      o     Financial planning - Advisor Workbench contains a comprehensive
            suite of applications and tools that allow financial advisors to
            proactively build, manage, and monitor client financial plans.

      o     Client relationship management - The Advisor Workbench integrated
            client relationship module provides a complete history of the
            client's relationship with the institution, including email
            tracking, activity management, task management, and lead tracking.

      o     Portfolio management - The Advisor Workbench portfolio management
            module allows the client's entire investment activity to be
            consolidated into a single statement. It also calculates the
            performance of managed assets on a daily basis, including changes
            necessitated by currency fluctuations in investments denominated in
            multiple currencies. The module also offers real time alerts to
            advise of performance changes.

ATOMS Order Management System

Our ATOMS Order Management System is a complete back office solution for
financial product distribution leveraging Microsoft's Windows Workflow
Foundation. The Order Management System handles:

      o     Order routing, execution and administration for several types of
            securities customized to meet the specific requirements of each
            financial institution; and

      o     Portfolio and commissions management.

ATOMS SWIFTNet Funds Gateway

ATOMS SWIFTNet Funds Gateway, based on BizTalk Server 2006, is our middleware
solution allowing automated integration and straight- through processing, known
as STP, of an institution's order execution operation with SWIFTNet funds.
SWIFTNet Funds is SWIFT's messaging solution to facilitate automation and
straight through processing in the fund industry through the combination of
industry standards and the SWIFTNet messaging network. The SWIFTNet funds
service caters to both domestic and cross-border fund distribution flows in
Europe and Asia and is based on a set of standards covering account openings and
maintenance, orders, status and confirmations, transfers, holdings and
transactions statement, price reporting, and cash flow. STP Gateway provides an
easy to implement integration between order management systems operated by a
financial institution and SWIFTNet Funds.


                                       4
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Alliances and Partnerships

In addition to innovative product development, our management believes that
securing a leading position in the wealth management marketplace in Asia
requires strong strategic partnerships with solution providers to the financial
services industry. Our partnerships to date include SWIFT, Microsoft and
Decillion Group. These alliances have helped us establish our market presence in
Asia and positioned us for future growth.

      o     SWIFT - Through industry messaging standards and global messaging
            services, SWIFT facilitates straight through processing and
            reporting between all parts of the transaction chain. We have built
            a solid relationship with the SWIFT team in Asia and are a SWIFT
            Solutions Partner.

      o     Microsoft Asia - Because financial services institutions are a high
            priority in Microsoft's global marketing strategy and our advisor
            platform is based, in part, on Microsoft technology, Microsoft has
            identified us as a partner in this segment. We are a Microsoft
            Certified Partner with Independent Software Vendor specialization.
            Out of over 2000 partners in Hong Kong, Microsoft awarded us with
            the prestigious .NET Enterprise Award 2005.

      o     Decillion Group - In January 2009, we announced that we will be
            packaging Decillion Solutions Group's Asia Pacific SWIFT Service
            Bureau in Singapore with our newly-launched proprietary FundsMX
            automated mutual funds platform. Decillion Group is a niche banking
            information technology company providing 'best of class' payment
            systems, banking applications and straight through processing (STP)
            solutions to financial institutions across the region. Decillion
            Group, a subsidiary of NEC Solutions Asia Pacific, part of Japan's
            giant NEC Corporation, is headquartered in Singapore and its network
            extends to offices in Australia, Malaysia, Thailand, Indonesia and
            Shanghai.

Our alliances with SWIFT and Microsoft Asia provide a number of benefits,
including:

      o     Access to regional sales and marketing presences in Hong Kong,
            Singapore, Taiwan, Malaysia and Japan;

      o     Association with well known brands;

      o     An established regional sales network;

      o     Lead generation; and

      o     Entry into the difficult to penetrate Japanese market.

We previously had a strategic alliance with Standard & Poor's and a related
distribution agreement. S&P sold its funds data business to Morningstar and,
although we have been in negotiations with Morningstar regarding a new
distributions agreement, no new agreement has been completed. We do not believe
that the absence of a distribution agreement with Morningstar will have a
material impact on our business.

Market Opportunity

Although all of Asia presents an enormous potential market opportunity, we have
chosen to initially focus our efforts on Hong Kong, Taiwan, Mainland China and
Singapore.

We believe that Hong Kong is a key market to showcase our technology and build
our reputation. Also, many foreign banks are using Hong Kong as a springboard to
enter the Mainland China personal financial services market which opened in
2007. Securing several key banks as customers in Hong Kong is a critical
objective to ensure we have ample leverage to drive business in China and the
rest of Asia. To date, we have entered into agreements with ING Asia Pacific
Limited, Sun Hung Kai Wealth Management, DBS Bank Hong Kong, Sail Advisors
Limited and CITIC Ka Wah Bank, Wing Lung Bank, and BOCI Private Wealth
Management.

Singapore has market conditions similar to those in Hong Kong. This will allow
us to do business in Singapore using a plan substantially similar to how we
conduct our business in Hong Kong.


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In Taiwan, there is great potential to provide more professional wealth
management services. The vast potential of this yet-to-be developed market has
spurred domestic banks to pursue wealth management. Lacking expertise, many of
these banks are seeking sophisticated technology to help them manage the growth.
In addition, regulatory changes in Taiwan effective in 2005 allow brokerage
firms and offshore providers to enter the wealth management market. These firms
will need to put systems in place. An increase in offshore business will create
even more demand for fund automation, increasing potential for Advisor
Workbench, Order Management System and STP Gateway.

The financial services industry is rapidly expanding in China and foreign banks
will be granted greater access to the China market by the end of 2006. With
China's wealth management market expected to grow, there is a need for
sophisticated wealth management services. We are poised to capture this market
opportunity on the basis of:

      o     Time to market. Our current infrastructure is already in place;

      o     Expertise. We have an established team of financial services
            application developers;

      o     Experience. Previous knowledge and experience in China business;

      o     Cost. Low cost solutions compared with foreign suppliers; and

      o     Industry knowledge. Experience in implementation with market-leading
            foreign banks.

As we establish our reputation in these initial markets, we plan to expand to
Japan and the rest of Asia.

Marketing and Sales Strategy

The sales cycle for our products is long. Our principal method of sales and
marketing to date has been working through our strategic partners. We believe
that working with our partners is the most effective way to initially penetrate
the financial services marketplace as our partners have extensive promotion and
distribution channels in place as well as brand name recognition.

We also maintain sales teams in Hong Kong and China to directly solicit new
customers.

In markets other than Hong Kong and China, we are actively seeking other
partners to market, sell, install and support our solutions and products.

We market our solution as a subscription based service. Clients generally pay no
up-front license fee. Instead, customers pay a fee for installation and
customization and an annual subscription fee which is typically based upon the
number of users and the modules deployed. This marketing strategy gives
financial institutions constant upgrades in a rapidly changing marketplace.
Although this sales strategy generates less upfront fees, we believe that
substantial value and sustained profitability is created by building a recurring
revenue base.

Research and Development

We develop the majority of our products at our WealthCraft SZ subsidiary. To
date, we have devoted the bulk of our resources to research and development.
WealthCraft HK spent $258,214, $396,712 and $235,123 on product development
efforts for 2006, 2007 and 2008, respectively.

Competition

The provision of information technology services and solutions in the financial
services industry is highly competitive. Although this industry is not dominated
by a single company or a small number of companies, a substantial number of
companies offer services that overlap and are competitive with those offered by
us. Some of these are large firms, including Finantix, Morningstar, Excel and
ETNet, have greater financial resources than we have. We also compete with
internal development teams which are maintained by larger banks. These banks
have a vested interest in their internal development teams and therefore may be
reluctant to use outside vendors. Our ability to obtain business is dependent
upon our ability to offer better strategic concepts and technical solutions,
better value, a quicker response, more flexibility or a combination of these
factors. In the opinion of our management, we are positioned to compete
effectively in Asia based on our technology, expertise in the wealth management
marketplace, local service and support and our strategic partner network.


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Governmental Regulation

Although the financial services industry is highly regulated, as an information
technology solutions provider, we are not subject to government regulation.

Intellectual Property Rights

"WealthCraft" is a registered trademark in Hong Kong and we have filed an
application to register "FundsMX" as a trademark in Hong Kong. With the
exception of these two trademarks, we have not applied for any patent,
trademark, trade name or copyright protection in any jurisdiction in which we
operate. We intend to file to protect our trademarks and trade names in other
selected jurisdictions. We, generally, rely on trade secret laws and
confidentiality provisions in our agreements to prevent the unauthorized
disclosure and use of our intellectual property.

Employees

As of December 31, 2008, we had 44 full-time employees, 35 of whom were product
development staff and 9 were service and sales professionals. We have never
experienced a work stoppage as a result of labor issues, and we believe that our
employee relations are satisfactory.

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 common stock could
decline, and an investor may lose all or a part of the money paid to buy our
common stock.

Risks Of Our Business

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

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.

Our independent auditor has expressed doubts about our ability to continue as a
going concern

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. As more particularly described in Item
1A of this report, there is substantial doubt about our ability to continue as a
going concern and we may be forced to curtail our business.


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<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

We may need to issue additional equity securities to raise capital. These
additional issuances would dilute the share ownership of our current
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 anticipate significant
expansion of our business as we market our solutions and grow 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.


                                       8
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                       9
<PAGE>

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

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

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

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

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

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

      o     be time-consuming to investigate and defend;

      o     result in costly litigation;

      o     cause product installation and maintenance delays;

      o     require us to enter into royalty or licensing agreements; or

      o     result in an injunction being issued against our use of technology.

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.


                                       10
<PAGE>

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

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

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

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


                                       11
<PAGE>

Risks related to doing business in China

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

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

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

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

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

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

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

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

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

      o     uncertainties relating to the regulation of the Internet business in
            China, including evolving licensing practices, means that permits,
            licenses or operations at some of our companies may be subject to
            challenge. This may disrupt our business, or subject us to
            sanctions, requirements to increase capital or other conditions or
            enforcement, or compromise enforceability of related contractual
            arrangements, or have other harmful effects on us; and

      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.


                                       12
<PAGE>

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

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

Because a significant portion of our development operations are conducted in
China, our results of operations, financial condition and prospects are subject
to a significant degree to economic, political and legal developments in China.
China's economy differs from the economies of most developed countries in many
respects, including with respect to the amount of government involvement, level
of development, growth rate, control of foreign exchange and allocation of
resources. While the Chinese economy has experienced significant growth in the
past 20 years, growth has been uneven across different regions and among various
economic sectors of China. The Chinese government has implemented various
measures to encourage economic development and guide the allocation of
resources. Some of these measures benefit the overall Chinese economy, but may
also have a negative effect on us. For example, our financial condition and
results of operations may be adversely affected by government control over
capital investments or changes in tax regulations that are applicable to us.
Since early 2004, the Chinese government has implemented certain measures to
control the pace of economic growth. Such measures may cause a decrease in the
level of economic activity in China, which in turn, could adversely affect our
results of operations and financial condition.

Risks of owning our shares

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

Our shares have experienced low 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

Securities of OTC Bulletin Board companies such as ours are often volatile.
Accordingly, the trading price of our shares may be subject to wide
fluctuations. These broad market and industry fluctuations may result in the
decline of the market price of our shares, regardless of our operating
performance.

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

      o     fluctuations in our financial results;

      o     the actions of our customers and competitors;

      o     other factors affecting the wealth management industry in general;


                                       13
<PAGE>

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

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

      o     news reports relating to trends in our markets;

      o     changes in financial estimates by securities analysts;

      o     additions or departures of key personnel; and

      o     volume of trading of our shares on the OTC Bulletin Board or other
            exchanges on which our shares may, in the future, be traded.

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

If our stockholders sell substantial amounts of our shares, the market price of
our shares could fall. As of March 27, 2009, 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. The possible sale of a significant number of these shares may cause the
market price of our shares to fall.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Our executive offices and our corporate headquarters are located in Hong Kong
where we occupy with WealthCraft HK approximately 1000 square feet of space
under a lease expiring in January 2010 at a monthly rental of $3,915. Our
subsidiary, WealthCraft SZ leases approximately 2,736 square feet of office
space in Shenzhen, China where we conduct research and development activities
under a lease expiring in January 2010 at an approximate monthly rental rate of
$2,467. We consider our current office space adequate for our current
operations.

ITEM 3. LEGAL PROCEEDINGS

On February 15, 2008, we and our President and CEO, Kelly Jay Michael Tallas,
entered into a Heads of Agreement (the "Heads of Agreement") with EAB Systems
(Australia) Limited ("EABA"). EABA is a joint venture company established by EAB
Systems (Hong Kong) Limited ("EAB") and Raw Capital Partners Limited. The Heads
of Agreement 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, we entered into a Master License Agreement
(the "License Agreement") pursuant to which we were 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, we agreed to issue EABA such
number of shares resulting in EABA owning sixty (60) percent of our outstanding
capital stock after giving effect to the issuance and the financing described
below.

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


                                       14
<PAGE>

By letter dated June 20, 2008, we 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 our failure to complete a financing of a
minimum of $5 million and a maximum of $20 million at a price that is acceptable
to both us and and EABA, the failure of our executives to enter into mutually
acceptable employment agreements with us 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 us that it rejected our attempt to terminate the Heads of Agreement and
License Agreement. We believe that our position in terminating the Heads of
Agreement and the License Agreement is correct.

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

Available Information

We file annual, quarterly and current reports, information statements and other
information with the Securities and Exchange Commission (the "SEC"). The public
may read and copy any materials we file with the SEC at the SEC's Public
Reference Room at Station Place, 100 F Street, N.E., Washington, D.C. 20549. The
public may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800- SEC-0330. The SEC also maintains an Internet site that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC. The address of that
site is http://www.sec.gov.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the fourth
quarter of our fiscal year ended December 31, 2008.

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES

As of March 27, 2009, there were 41 record holders of our common stock and there
were 10,900,000 shares of our common stock outstanding. We have not previously
declared or paid any dividends on our common stock and do not anticipate
declaring any dividends in the foreseeable future.

The following table shows the high and low bid prices of our common stock as
quoted on the OTC Bulletin Board by quarter during each of our last two fiscal
years ended December 31, 2008 and 2007 and for each quarter after December 31,
2008. Our shares did not trade on the OTC Bulletin Board until March 28, 2006
and, accordingly, no activity is reported until this date. These quotes reflect
inter-dealer prices, without retail markup, markdown or commissions and may not
represent actual transactions. The information below was obtained from those
organizations, for the respective periods.


                                       15
<PAGE>

Fiscal Year
ended December 31                Quarter                       High         Low
-----------------                -------                       ----         ---

      2007        First Quarter........................     $   7.05    $   4.90
                  Second Quarter.......................         6.00        4.90
                  Third Quarter........................         6.00        4.90
                  Fourth Quarter.......................        10.55        4.21

      2008        First Quarter........................         5.79        1.25
                  Second Quarter.......................         5.00        2.00
                  Third Quarter........................         3.25         .51
                  Fourth Quarter.......................         1.10         .39

      2009        First Quarter .......................     $   1.10    $    .03

The high and low bid prices for shares of our common stock on March 27, 2009
were $.15 and $.15 per share, respectively, based upon bids that represent
prices quoted by broker-dealers on the OTC Bulletin Board. These quotations
reflect inter-dealer prices, without retail mark-up, mark-down or commissions,
and may not represent actual transactions.

Dividend Policy

While there are no restrictions on the payment of dividends, we have not
declared or paid any cash or other dividends on shares of our common stock in
the last two years, and we presently have no intention of paying any cash
dividends in the foreseeable future. Our current policy is to retain earnings,
if any, to finance the expansion of our business. The future payment of
dividends will depend on the results of operations, financial condition, capital
expenditure plans and other factors that we deem relevant and will be at the
sole discretion of our board of directors.

Equity Compensation Plan Information

We do not currently maintain any equity compensation plans.

ITEM 6. SELECTED FINANCIAL DATA

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

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2008 AND 2007.

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


                                       16
<PAGE>

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

Revenue, net                                        $ 1,589,082     $   913,435

Cost of sales                                           879,666         763,910
                                                    -----------     -----------
               Gross profit                             709,416         149,525

General and administrative expenses                   1,351,734       6,689,089
                                                    -----------     -----------

               Loss from operations                    (642,318)     (6,539,564)
                                                    -----------     -----------

Other (Income) Expense
               Interest income                              (45)         (3,397)
               Other (income) expense                     3,225         (10,234)
               Interest expense                           2,784           2,368
                                                    -----------     -----------

               Total Other (Income) Expense               5,964         (11,263)
                                                    -----------     -----------


Income (loss) before income taxes                   $  (648,282)    $(6,528,301)

               Provision for income tax                      --              --
                                                    -----------     -----------

Net income (loss)                                      (648,282)     (6,528,301)
                                                    ===========     ===========

Net Revenue

Net revenue for the year ended December 31, 2008 totaled $1,589,082 compared to
$913,435 for the year ended December 31, 2007, an increase of $675,647, or
approximately 74%. The increase was due to the additional demand for our
services and products from existing customers. Software License revenue
represented the largest portion of the increase, rising $650,787 primarily as a
result of our license agreement with ING. Net revenue also rose approximately
$87,667 from resale of CRM product. However, net revenue from both data services
and professional services decreased approximately $24,757 and $38,050,
respectively.

Cost of Sales

Cost of sales for the year ended December 31, 2008 totaled $879,666, or
approximately 55% of net revenue, compared to $763,910, or approximately 84% of
net revenue, for the year ended December 31, 2007, an increase of $115,756, or
approximately 15%. The increase was due to new personnel hired to meet deadlines
for projects launched at the end of 2007. Resale costs increased $67,667 and
Development staff compensation expense increased approximately $46,875.

As a percentage of net revenue, our cost of sales decreased by 29% due to the
maturity and stability of our products and increased net revenues compared to
the year of 2007.

Operating Expense

General and administrative expenses for the year ended December 31, 2008 totaled
$1,351,734, or approximately 85% of net revenue, compared to $6,689,089, or
approximately 732% of net revenue, for the year ended December 31, 2007, a
decrease of $5,337,355, or approximately 80%. The decrease was primarily due to
the non-recurrence of compensation expense of $5,000,000 that was paid to two
officers and employees of the company in the form of shares of our common stock
in year 2007 and decreased legal and accounting costs.


                                       17
<PAGE>

Income (Loss) from Operations

Income (loss) from operations for the year ended December 31, 2008 totaled
$(642,318), or approximately 40% of net revenue, compared to $(6,539,564), or
approximately 716% of net revenue, for the year ended December 31, 2007, a
decrease of $5,897,246, or approximately 90%. The decrease in loss from
operations was primarily due to the decrease of general and administrative
expenses as a result of the non-recurrence of a $5,000,000 compensation expense
described above and decreased legal and accounting expenses.

Net Income

Net income (loss) for the year ended December 31, 2008 totaled $(648,282)
compared to $(6,528,301) for the year ended December 31, 2007, a decrease of
$5,880,019 or approximately 90%. The decrease in net loss was primarily due to
the reasons as described above in the Company's income (loss) from operations.

Liquidity and Capital Resources

Cash has historically been generated from operations. Operations and liquidity
needs are funded primarily through cash flows from operations and short-term
borrowings. Cash and cash equivalents were $103,723 and $8,904 at December 31,
2008 and December 31, 2007 and current assets totaled $537,712 at December 31,
2008. The Company's total current liabilities were $1,369,548 at December 31,
2008. Working capital at December 31, 2008 was $(831,836). During the year ended
December 31, 2008 and 2007, net cash used in operating activities was $3,960 and
$1,452,797, respectively.

Our operations and short term financing do not currently meet our cash needs. We
believe we will be able to generate revenues from sales and raise capital
through private placement offerings of our equity securities to provide the
necessary cash flow to meet anticipated working capital requirements. 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. As more particularly described in Item
1A of this report, there is substantial doubt about our ability to continue as a
going concern and we may be forced to curtail our business.

Capital expenditures

Total capital expenditures during the year ended December 31, 2008 and 2007 were
$1,639 and $119,735, respectively, for the purchase of fixed assets and
intangible assets.

Off-Balance Sheet Arrangements

We have never entered into any off-balance sheet financing arrangements and have
never established any special purpose entities. We have not guaranteed any debt
or commitments of other entities or entered into any options on non-financial
assets.

Inflation

We do not believe that inflation has had, in the past, or will have in the
future, any significant negative impact on our operations. However, no assurance
can be given that we will be able to offset such inflationary cost increases in
the future.

The market risk inherent in our market risk sensitive instruments and positions
are the potential losses arising from adverse changes in interest rate and
foreign currency exchange rates.

Foreign Currency Exchange Rates

Although our business is international in scope, to date our product sales have
been all Hong Kong dollar-denominated. As we expand, we may be affected by
exchange rate fluctuations in foreign currencies relative to the Hong Kong
dollar. We do not currently use derivative financial instruments to hedge our
exposure to changes in foreign currency exchange rates.


                                       18
<PAGE>

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The response to this item is submitted as a separate section of this Report
beginning on page F-I and is incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

ITEM 9A. (T). CONTROLS AND PROCEDURES

Evaluation of our Disclosure Controls

We have adopted and maintain disclosure controls and procedures (as such term is
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934, as amended (the "Exchange Act")) that are designed to ensure that
information required to be disclosed in our reports under the Exchange Act, is
recorded, processed, summarized and reported within the time periods required
under the SEC's rules and forms and that the information is gathered and
communicated to our management, including our Chief Executive Officer (Principal
Executive Officer) and Chief Financial Officer (Principal Financial Officer), as
appropriate, to allow for timely decisions regarding required disclosure.

As required by SEC Rule 15d-15(b), our Chief Executive Officer and Chief
Financial Officer carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures pursuant to Exchange Act
Rule 15d-14 as of the end of the period covered by this report. Based on the
foregoing evaluation, they have concluded that as of December 31, 2008, our
disclosure controls and procedures are not effective in view of the existence of
the material weakness in internal control over financial reporting described
below.

Management's Annual Report on Internal Control Over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act. Our internal control over financial reporting
is designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. Our
internal control over financial reporting includes those policies and procedures
that:

(i) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of our assets;

(ii) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being made
only in accordance with authorizations of our management and Directors;

(iii) provide reasonable assurance that receipts and expenditures are being made
only in accordance with appropriate authorization of management and the Board of
Directors; and


                                       19
<PAGE>

(iv) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a
material effect on our financial statements.

In connection with the preparation of this Form 10-K, our Chief Executive
Officer and Chief Financial Officer (our "Certifying Officers") conducted an
evaluation of the effectiveness of our internal control over financial reporting
as of December 31, 2008 based on the framework established in Internal Control -
Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission ("COSO") and on the criteria set forth in Release No.
33-8238 entitled "Management's Reports on Internal Control over Financial
Reporting and Certification of Disclosure in Exchange Act Periodic Reports". As
a result of that evaluation, management identified the following material
weakness in our internal controls over financial reporting as of December 31,
2008:

Insufficient Administrative Personnel: The Company has been operated by a small
staff. The utilization of such a small staff may sometimes preclude segregation
of duties and levels of review and approval that are the cornerstones of sound
internal control systems. In addition, the members of the Company's staff who
are responsible for financial reporting are not sufficiently familiar with the
requirements imposed by the Exchange Act.

A material weakness is a deficiency, or a combination of deficiencies, in
internal control over financial reporting such that there is a reasonable
possibility that a material misstatement of the Company's annual or interim
financial statements will not be prevented or detected on a timely basis.

Based on our evaluation and the criteria set forth in the Committee of
Sponsoring Organizations of the Treadway Commission ("COSO") and Release No.
33-8238, we have concluded that, as of December 31, 2008, our internal control
over financial reporting is not effective. This annual Report on Form 10-K 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 annual report.

Our management has taken actions necessary to begin remediating the material
weakness that was identified. We are actively seeking to hire additional
administrative personnel, intend to consult with outside legal counsel more
frequently regarding SEC reporting requirements and are training our current
staff more extensively with respect to such requirements. We believe this
measure will remediate the material weakness we identified and strengthen our
internal control over financial reporting. We are committed to improving our
internal control processes and will continue to review our financial reporting
controls and procedures.

Inherent Limitations of Internal Controls

Our system of controls is designed to provide reasonable, not absolute,
assurance regarding the reliability and integrity of accounting and financial
reporting. Management does not expect that our disclosure controls and
procedures or our internal control over financial reporting will prevent or
detect all errors and all fraud. A control system, no matter how well designed
or operated, can only provide reasonable, not absolute, assurance that the
objectives of the control system will be met. These inherent limitations include
the following:

      o     Judgments in decision making can be faulty, and control and process
            breakdowns can occur because of simple errors or mistakes.

      o     Controls can be circumvented by individuals, acting alone or in
            collusion with each other, or by management override.

      o     The design of any system of controls is based in part or certain
            assumptions about the likelihood of future events, and there can be
            no assurance that any design will succeed in achieving its stated
            goals under all future conditions.

      o     Over time, controls may become inadequate because of changes in
            circumstances, or conditions. Controls can also deteriorate in the
            degree of compliance associated with policies and procedures.


                                       20
<PAGE>

      o     The design of a control system must reflect the fact that resources
            are constrained, and the benefits of controls must be considered
            relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of
controls can provide absolute assurance that all control issues and instances of
fraud, if any, have been detected.

Our management, including our Certifying Officers, confirm that there were no
changes in our internal control over financial reporting during our fiscal year
ending December 31, 2008, that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table shows the positions held by our board of directors and
executive officers and their ages as of March 27, 2009.

Name                       Age   Position
--------------------------------------------------------------------------------

Kelly Jay Michael Tallas   38    President, Chief Executive Officer and Chairman
                                 of the Board of WealthCraft Holdings and its
                                 subsidiaries

Curtis Hulleman            38    Director of WealthCraft Holdings and its
                                 subsidiaries

Xiao Zhen Li               34    Chief Financial Officer of WealthCraft Holdings
                                 and its subsidiaries

Mr. Tallas co-founded WealthCraft HK and has served as President, Chief
Executive Officer and Chairman of the Board of WealthCraft HK and WealthCraft SZ
since August 2003. From April 2000 until July 2004, Mr. Tallas served as head of
information technology at Morningstar Asia, a provider of mutual fund research
and ratings, where he led a team to build Morningstar Asia's business and
technical infrastructure in Greater China, pioneering the development of one of
Asia's first financial xml web services-based product suite. Mr. Tallas has over
fourteen years experience in financial information technology and Asian business
expertise. Prior to joining Morningstar Asia, Mr. Tallas had 10 years of
experience as an entrepreneur. He co-founded InterconX Communications, which
provided consulting services to a broad range of customers including HSBC Bank
Canada where he managed the Canada-wide systems consolidation and implementation
at HSBC Securities. Mr. Tallas holds a Bachelor of Commerce degree at the
University of Calgary and is fluent in Mandarin Chinese.

Mr. Hulleman co-founded WealthCraft HK and has served as a director of
WealthCraft HK and WealthCraft SZ since November 2003. Mr. Hulleman also served
as Chief Information Officer for the Company from November 2003 until his
resignation on April 30, 2008. From November 1999 until October 2003, Mr.
Hulleman served as a project manager of Moonrich Solutions Limited, a subsidiary
of Crown Worldwide Holdings, a logistics company responsible for design,
documentation and implementation of financial computer systems. At Moonrich
Solutions, he designed and implemented twelve financial systems, replacing a mix
of legacy operational systems, handling a variety of invoicing, costing,
accrual-calculating, expense management and insurance functions. Prior to
joining Crown, Mr. Hulleman worked in sales, marketing and operations roles, in
the logistics and retail industries. Mr. Hulleman holds a MBA from the Richard
Ivey School of Business in Toronto, Ontario, Canada.

Ms. Li has served as Chief Financial Officer of WealthCraft HK and its
subsidiaries since September 1, 2006. From October, 2004 to August, 2006, Ms. Li
served as Asia Region Financial Controller of AD Electronics, an electronics
manufacturer. From July 2000 through January 2003, Ms. Li served as Chief
Financial Officer and assistant to the General Manager of Dahing Car Centre, an
automotive related company. Ms. Li has over eleven years accounting related
experience in various industries, seven years as a financial manager and/or
other senior positions. Ms. Li holds an MBA degree in Finance from Coventry
University, an EMBA degree in Decision Making from US East & West University and
a bachelor degree in Accounting from Jinan University. Ms. Li has a CA
designation, and has completed almost all of the ACCA exams and is fluent in
English, Cantonese, Mandarin and Mingnan dialects.


                                       21
<PAGE>

Directors are elected annually and serve until the next annual meeting of the
Company's stockholders, and until their successors have been elected and have
qualified. Officers are appointed to their positions, and continue in such
positions, at the discretion of the directors.

Committees of the Board

The Board of Directors is the acting Audit Committee. Our Board of Directors has
determined that there is no person on our Board of Directors who qualifies as an
audit committee financial expert as that term is defined by applicable
Securities and Exchange Commission rules. The Board of Directors believes that
obtaining the services of an audit committee financial expert is not
economically rational at this time in light of the costs associated with
identifying and retaining an individual who would qualify as an audit committee
financial expert.

Director Compensation

There are no special fees, contracts entered into, or payments made in
consideration of any director's service as a director.

Indebtedness of Executive Officers and Directors

No executive officer, director or any member of these individuals' immediate
families or any corporation or organization with whom any of these individuals
is an affiliate is or has been indebted to us since the beginning of our last
fiscal year.

Family Relationships

There are no family relationships among our executive officers and directors.

Legal Proceedings

During the past five years, none of our executive officers, directors, promoters
or control persons have been involved in a legal proceeding material to an
evaluation of the ability or integrity of such person.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Act of 1934, as amended, requires our directors
and executive officers, and persons who own more than 10% our outstanding common
stock, to file with the SEC, initial reports of ownership and reports of changes
in ownership of our equity securities. These persons are required by SEC
regulations to furnish us with copies of all the reports they file. To our
knowledge, based solely on a review of the copies of the reports furnished to us
and written or oral representations that no other reports were required for
those persons during the fiscal year ended December 31, 2008, we believe that
all of our officers, directors and greater than 10% beneficial owners complied
with the reporting requirements of Section 16(a) of the Securities Exchange Act
of 1934, as amended.

Code of Ethics

The Company has adopted a Code of Ethics for our Principal Executive Officer and
our Senior Financial Officers. A copy of the Code of Ethics was filed as Exhibit
14.1 to our Form 10-KSB for the fiscal year ended December 31, 2007 and is
incorporated herein by reference.


                                       22
<PAGE>

ITEM 11. EXECUTIVE COMPENSATION

Compensation Committee Report

The Board of Directors is the acting Compensation Committee. The Board of
Directors currently has two members, therefore the Board of Directors believes
having a separate Compensation Committee is not practical at this time. Messrs.
Tallas and Halleman are responsible for reviewing and approving the compensation
of all executive officers of the Company.

The following Summary Compensation Table sets forth, for the years indicated,
all cash compensation paid, distributed or accrued for services, including
salary and bonus amounts, rendered in all capacities by our Chief Executive
Officer and all other executive officers who received or are entitled to receive
remuneration in excess of $100,000 during the stated periods.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
                                                 SUMMARY COMPENSATION TABLE
-----------------------------------------------------------------------------------------------------------------------
  Name and Principal       Year      Salary (1)          Bonuses          Option        All Other              Total
       Position                         ($)                ($)            Grants     Compensation(2)            ($)
                                                                            ($)            ($)
-----------------------------------------------------------------------------------------------------------------------
          (a)              (b)          (c)                (d)              (e)            (f)                  (g)
-----------------------------------------------------------------------------------------------------------------------
<S>                        <C>          <C>              <C>                                <C>             <C>
Kelly Jay Michael          2008         $100,000                                             $3,846           $103,846
   Tallas, President,      2007          $75,385         $2,761,311 (2)                     $11,538         $2,848,234
Chief Executive
Officer and Chairman
of the Board of
WealthCraft Holdings
and its subsidiaries

Curtis Hulleman,           2008          $25,641                                             $3,846            $29,487
Director                   2007          $75,385         $1,752,692 (2)                     $11,538         $1,839,615
of WealthCraft
Holdings and its
subsidiaries
-----------------------------------------------------------------------------------------------------------------------
Xiao Zhen Li, Chief        2008          $40,580                                                               $40,580
Financial Officer          2007          $30,000                                                               $30,000
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Salary represents base salary earned in 2008 and 2007.

(2) Consists of the fair market value of shares of our common stock issued to
Messrs. Tallas and Hulleman on May 9, 2007 as compensation for services rendered
and to be rendered on our behalf.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

The following table sets forth information regarding the beneficial ownership of
our common stock as of March 27, 2009 by:

      o     each person known by us to be the beneficial owner of more than 5%
            of WealthCraft Holdings' outstanding shares of common stock;

      o     each of our officers and directors; and

      o     all of our officers and directors as a group.

Unless otherwise indicated, we believe that all persons named in the table below
have sole voting and investment power.


                                       23
<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
                                                                Amount and
                                                           Nature of Beneficial
     Name and Address of Beneficial Owner (1)                  Ownership (2)         Percent of Class
-----------------------------------------------------------------------------------------------------
<S>                                                           <C>                         <C>
Kelly Jay Michael Tallas                                      4,549,488.00 (3)            45.95% (3)
-----------------------------------------------------------------------------------------------------
Curtis Hulleman                                               3,109,920.00 (3)            31.41% (3)
-----------------------------------------------------------------------------------------------------
James Neil Aitken                                               782,886.00                  7.9%
-----------------------------------------------------------------------------------------------------
Total of directors' shares (Tallas+Hulleman)                  6,759,408.00                62.02%
-----------------------------------------------------------------------------------------------------
</TABLE>

(1) Unless otherwise indicated, the business address of each of the foregoing is
Unit A, 9/F On Hing Building 1 On Hing Terrace, Central Hong Kong SAR.

(2) Unless otherwise indicated in these footnotes, each stockholder has sole
voting and investment power with respect to the shares beneficially owned. All
share amounts reflect beneficial ownership determined pursuant to Rule 13d-3
under the Exchange Act. All information with respect to beneficial ownership has
been furnished by the respective director, executive officer or stockholder, as
the case may be.

(3) Includes 900,000 shares of Common Stock which were issued to Messrs. Tallas
and Hulleman for services rendered and to be rendered on our behalf, which
shares were transferred to WealthCraft HK to discharge certain subscription
receivables owing by Messrs. Tallas and Hulleman to WealthCraft HK. By virtue of
their position as directors of WealthCraft HK's parent company, Messrs. Tallas
and Helleman are deemed to beneficially own such shares.

Equity Compensation Plan Information

We do not currently maintain any equity compensation plans.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE

On May 9, 2006, WealthCraft HK issued 5,270,239 and 3,191,702 ordinary shares to
Messrs. Tallas and Hulleman, respectively. No consideration was paid by Messrs.
Tallas or Hulleman in connection with the issuance of these shares and no
consideration was contemplated as they were issued as part of a recapitalization
of WealthCraft HK completed in connection with capital raising activities.
However, the stated capital of the shares of WealthCraft HK at the time of
issuance was HK$3.87 per share. Accordingly, WealthCraft HK booked a
subscription receivable equal to the value of the shares issued.

On May 21, 2007, we issued 900,000 shares of our common stock to Messrs. Tallas
and Hulleman. The shares of stock were issued as consideration for services
performed on the Company's behalf and in contemplation of such future efforts on
behalf of the Company. Mr. Tallas and Mr. Hullemen subsequently transferred the
shares to WealthCraft HK to extinguish their respective subscriptions
receivable.

Messrs. Tallas, Hulleman and James Aitken have made loans to WealthCraft HK for
working capital purposes. As of December 31, 2008 WealthCraft HK owed Messrs.
Tallas, Hulleman and Aitken $180,487, $116,149 and $97,432, respectively. The
loans are non-interest bearing, unsecured and due on demand.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees

The aggregate fees billed or expected to billed by Morgenstern, Svoboda & Baer,
CPA, P.C. for professional services rendered for the audit of our annual
financial statements for each of the fiscal years ended December 31, 2008 and
2007 and for the reviews of the interim financial statements included in our
Quarterly Reports on Form 10-Q for each of the fiscal years ended December 31,
2008 and 2007 were approximately $60,000.


                                       24
<PAGE>

Audit-Related Fees

No fees were billed by Morgenstern, Svoboda & Baer, CPA, P.C. for audit-related
services rendered for accounting consultations for the fiscal years ended
December 31, 2008 and 2007.

Tax Fees

No fees were billed by Morgenstern, Svoboda & Baer, CPA, P.C. for tax services
rendered for the fiscal years ended December 31, 2008 and 2007.

All Other Fees

Morgenstern, Svoboda & Baer, CPA, P.C. rendered no other services, other than
the services described above under "Audit Fees," "Audit-Related Fees" and "Tax
Fees" for the fiscal year ended December 31, 2008 or for the fiscal year ended
December 31, 2007.


                                       25
<PAGE>

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibit

      Number    Description of Document

      3.1       Articles of Incorporation of WealthCraft Systems Inc. (1)

      3.2       Articles of Merger with Agreement and Plan of Merger (2)

      3.3       By-Laws of WealthCraft Systems Inc. (1)

      10.1      Employment Contract by and between Kelly Jay Michael Tallas and
                WealthCraft Systems Limited dated October 1, 2006 (3)

      10.2      Employment Contract by and between Curtis Cornelius Hulleman and
                WealthCraft Systems Limited dated July 1, 2005 (3)

      10.3      Labor Contract of Shenzhen Special Economic Zone by and between
                WealthCraft Systems (Shenzhen) Limited and Jenny Li dated August
                30, 2006 (3)

      10.4      Form of Agreement between Gold Talent Enterprises Limited, Legal
                Studion.com Limited and WealthCraft Systems Limited (3)

      10.5      Form of Office Lease Contract between Shenzhen Anljan Investment
                Company Limited and WealthCraft Systems (Shenzhen) Limited (3)

      10.6      Stock Purchase Agreement dated November 13, 2006 by and between
                WealthCraft Holdings and Serendipity Ventures Limited (3)

      10.7      Tenancy Agreement, dated as of January 25, 2007, between
                WealthCraft Systems Limited and Hip Shing Hong Development
                Company Limited, the lawful attorney of Associated Builders
                Corporation Limited, Aberdeen Development Corporation Limited
                and Five Up Investment Company Limited (4)

      10.8      Heads of Agreement, dated February 15, 2008, between WealthCraft
                Systems Inc. and EAB (Australia) Limited (5)

      10.9      Letter dated June 20, 2008 from WealthCraft Systems Inc. and
                Kelly Tallas to EAB (Australia) Limited (6)

      10.10     Letter dated June 27, 2008 from EAB (Australia) Limited to
                WealthCraft Systems Inc.(7)

      10.11     Letter dated July 8, 2008 from EAB (Australia) Limited to the
                WealthCraft Systems Inc.(7)

      10.12     Form of Lease Contract, dated January 13, 2009, by and between
                China Academy Of Science & Tech Development Ltd. and WealthCraft
                Systems (Shenzhen) Limited (WealthCraft)*

      14.1      Code of Ethics (8)

      21.1      Subsidiaries of Wealthcraft Systems Inc.(8)

      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 Officers and Chief Financial Officers
                Certificate, pursuant to 18 U.S.C., Section 1350, as adopted
                pursuant to section 906 of the Sarbanes-Oxley Act of 2002.*

* Filed herewith

(1) Filed as an exhibit to the Registrant's Form 10-SB filed on October 18, 2005
and incorporated herein by reference.


                                       26
<PAGE>

(2) Filed as an exhibit to the Registrant's Current Report on Form 8-K filed on
October 19, 2006 and incorporated herein by reference.

(3) Filed as an exhibit to the Registrant's Current Report on Form 8-K filed on
November 13, 2006 and incorporated herein by reference.

(4) Filed as an exhibit to the Registrant's Current Report on Form 10-QSB filed
on August 14, 2007 and incorporated herein by reference.

(5) Filed as an exhibit to the Registrant's Current Report on Form 8-K filed on
March 31, 2008 and incorporated herein by reference.

(6) Filed as an exhibit to the Registrant's Current Report on Form 8-K filed on
June 20, 2008 and incorporated herein by reference.

(7) Filed as an exhibit to the Registrant's Current Report on Form 8-K filed on
July 18, 2008 and incorporated herein by reference.

(8) Filed as an exhibit to the Registrant's Annual Report on Form 10-KSB filed
on March 31, 2008 and incorporated herein by reference.


                                       27
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Date: March 31, 2009                         By: /s/ Kelly Jay Michael Tallas
                                                 -------------------------------
                                                 Kelly Jay Michael Tallas
                                                 Chief Executive Officer

                                            By:  /s/ Xiao Zhen Li
                                                 -------------------------------
                                                 Xiao Zhen Li
                                                 Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

/s/ Kelly Jay Michael Tallas     Chairman, Chief Executive        March 31, 2009
-----------------------------    Officer and President
Kelly Jay Michael Tallas         (principal executive officer)

/s/ Xiao Zhen Li                 Chief Financial Officer          March 31, 2009
-----------------------------    (principal financial and
Xiao Zhen Li                     accounting officer)

/s/ Curtis Hulleman              Director                         March 31, 2009
-----------------------------
Curtis Hulleman


                                       28
<PAGE>

                     WEALTHCRAFT SYSTEMS INC. AND SUBSIDIARY

                        CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2008

<PAGE>

                                TABLE OF CONTENTS

Report of Independent Registered Public Accounting Firm                      F-1

Consolidated Balance Sheet                                                   F-2

Consolidated Statements of Operations                                        F-3

Consolidated Statements of Cash Flows                                        F-4

Consolidated Statements of Stockholders' Equity                              F-5

Notes to Consolidated Financial Statements                                   F-6

<PAGE>

MORGENSTERN, SVOBODA & BAER, CPA's, P.C.

CERTIFIED PUBLIC ACCOUNTANTS
40 Exchange Place, Suite 1820
New York, NY 10005
TEL: (212) 925-9490
FAX: (212) 226-9134
E-MAIL: MORGENCPA@CS.COM

Report of Independent Registered Public Accounting Firm
-------------------------------------------------------

To the Board of Directors and
Stockholders of Wealthcraft Systems, Inc

We have audited the accompanying balance sheets of Wealthcraft Systems, Inc
("Company"), as of December 31, 2008, and 2007, and the related consolidated
statements of income, comprehensive income, consolidated statements of
stockholders' equity and cash flows for the years then ended. The Company's
management is responsible for these financial statements. Our responsibility is
to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company
Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
consolidated financial statement presentation. We believe that our audits
provide a reasonable for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Wealthcraft Systems, Inc., as
of December 31, 2008 and 2007, and the results of its operations and its cash
flows for the periods then ended, in conformity with accounting principles
generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in Note 13 to the
consolidated financial statements, the Company has suffered recurring losses
from operations, which raises substantial doubt about its ability to continue as
a going concern. The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


/s/ Morgenstern, Svoboda & Baer, CPAs, P. C.
Certified Public Accountants

New York, NY
March 23, 2009


                                      F-1
<PAGE>

                     WEALTHCRAFT SYSTEMS INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                     ASSETS

                                                                            December 31, 2008     December 31, 2007
                                                                            -----------------     -----------------
<S>                                                                         <C>                   <C>
Current Assets
        Cash and cash equivalents                                           $         103,723     $           8,904
        Accounts receivable                                                           412,302               432,132
        Deposit and other assets                                                       21,687                33,853
                                                                            -----------------     -----------------
                Total Current Assets                                                  537,712               474,889
                                                                            -----------------     -----------------

Property and equipment, net                                                            70,822               113,710
                                                                            -----------------     -----------------

Intangible asset, net                                                                 134,570               218,200
                                                                            -----------------     -----------------

                Total Assets                                                $         743,104     $         806,799
                                                                            =================     =================

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
        Accounts payable and accrued expenses                               $         104,828     $         201,975
        Bank overdraft                                                                     --                37,778
        Deferred income                                                               935,427               358,547
        Loan from related parties                                                          --               113,792
        Loan payable                                                                  329,293                80,363
        Current portion, note payable                                                      --                12,167
                                                                            -----------------     -----------------

                Total Current Liabilities                                           1,369,548               804,622
                                                                            -----------------     -----------------

Long Term Liabilities
        Shareholder loan payable                                                      396,527               394,068
        Note payable, net of current portion                                               --                 3,944
                                                                            -----------------     -----------------
                Total Long Term  Liabilities                                          396,527               398,012
                                                                            -----------------     -----------------

                Total Liabilities                                                   1,766,075             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                                                     21,718                   572
        Accumulated deficit                                                        (8,065,809)           (7,417,526)
                                                                            -----------------     -----------------

                Total Stockholders' Equity (Deficit)                               (1,022,971)             (395,835)
                                                                            -----------------     -----------------

                    Total Liabilities and Stockholders' Equity (Deficit)    $         743,104     $         806,799
                                                                            =================     =================
</TABLE>

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


                                      F-2
<PAGE>

                     WEALTHCRAFT SYSTEMS INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007

<TABLE>
<CAPTION>
                                                         Year ended December 31,
                                                    ---------------------------------
                                                         2008               2007
                                                    --------------     --------------
<S>                                                 <C>                <C>
Revenue                                             $    1,589,082     $      913,435

Cost of revenue                                            879,666            763,910
                                                    --------------     --------------
        Gross profit                                       709,416            149,525

General and administrative expenses                      1,351,734          6,689,089
                                                    --------------     --------------
        Loss from operations                              (642,318)        (6,539,564)
                                                    --------------     --------------

Other (Income) Expense
        Interest income                                        (45)            (3,397)
        Other income                                         3,225            (10,234)
        Interest expense                                     2,784              2,368
                                                    --------------     --------------
        Total Other (Income) Expense                         5,964            (11,263)
                                                    --------------     --------------

        Loss before income taxes                          (648,282)        (6,528,301)

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

        Net loss                                          (648,282)        (6,528,301)

Other comprehensive loss
        Foreign currency translation gain (loss)            21,146             (2,371)
                                                    --------------     --------------

        Net Comprehensive Loss                      $     (627,136)    $   (6,530,672)
                                                    ==============     ==============

Basic and diluted weighted average
       shares outstanding                               10,900,000         10,450,000
                                                    ==============     ==============

Basic and diluted loss per share                    $        (0.06)    $        (0.62)
                                                    ==============     ==============
</TABLE>

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


                                      F-3
<PAGE>

                     WEALTHCRAFT SYSTEMS INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007

<TABLE>
<CAPTION>
                                                                              2008            2007
                                                                           -----------     -----------
<S>                                                                        <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
           Net loss                                                        $  (648,282)    $(6,528,301)

           Adjustments to reconcile net loss to net cash
               provided by (used in) operating activities:
           Depreciation and amortization                                       129,660          79,094
           Issuance of shares for compensation                                      --       5,000,000
           (Increase) / decrease in current assets:
               Accounts receivables                                             22,426        (378,650)
               Other receivable Related party                                    5,614              --
               Deposit and other assets                                         12,323         231,038
              Increase / (decrease) in current liabilities:
              Accounts payable and accrued expenses                            (97,804)         (9,864)
              Deferred revenue                                                 572,104         153,886
                                                                           -----------     -----------

           Total Adjustments                                                   644,323       5,075,505
                                                                           -----------     -----------

           Net cash provided by (used in) operating activities                  (3,960)     (1,452,797)
                                                                           -----------     -----------

CASH FLOWS FROM INVESTING ACTIVITIES
           Investment in intangible assets                                          --         (57,058)
           Purchase of property and equipment                                   (1,639)        (62,677)
                                                                           -----------     -----------

           Net cash used in investing activities                                (1,639)       (119,735)
                                                                           -----------     -----------

CASH FLOWS FROM FINANCING ACTIVITIES
           Loan from shareholders                                                   --          25,636
           Loan from related parties                                                --          94,461
           Bank overdraft                                                      (37,846)         37,772
           Payment on loan from related parties                                (88,935)             --
           Payments on bank loan                                               (16,140)        (19,719)
           Proceeds from issuance of note payable                              248,930          70,363
           Collection on subscription receivable                                    --         650,000
           Purchase of stock for retirement                                         --           1,674
                                                                           -----------     -----------

           Net cash provided by financing activities                           106,009         860,187
                                                                           -----------     -----------

           Effect of exchange rate changes on cash and cash equivalents         (5,591)         (8,513)

                                                                           -----------     -----------
           Net increase/(decrease) in cash and cash equivalents                 94,819        (720,858)

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

           Cash and cash equivalents, ending balance                       $   103,723     $     8,904
                                                                           ===========     ===========

SUPPLEMENTAL DISCLOSURES:

           Cash paid during the year for:

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

                Interest payments                                          $     2,784     $     2,368
                                                                           ===========     ===========

           Non cash Transactions:

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

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


                                      F-4
<PAGE>

                     WEALTHCRAFT SYSTEMS INC. AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                DECEMBER 31, 2008

<TABLE>
<CAPTION>
                                                                                                                          Total
                                                                 Additional                   Other                    Stockholders'
                                            Capital Stock         Paid in    Subscription  Comprehensive  Accumulated     Equity
                                         Shares       Amount      Capital    Receivable       Loss         Deficit      (Deficit)
                                       ----------  -----------  -----------  -----------   -----------   -----------   -----------
<S>                                    <C>         <C>          <C>          <C>           <C>           <C>           <C>
 Balance December 31, 2006             10,000,000  $    10,000  $ 2,011,119  $  (650,000)  $     2,943   $  (889,225)  $   484,837

Issuance of shares as compensation        900,000          900    4,999,100           --            --            --     5,000,000

Proceeds from subscriptions receivable         --           --           --      650,000            --            --       650,000

Foreign currency translation loss              --           --           --           --        (2,371)           --        (2,371)

Net loss                                       --           --           --           --            --    (6,528,301)   (6,528,301)
                                       ----------  -----------  -----------  -----------   -----------   -----------   -----------
 Balance December 31, 2007             10,900,000  $    10,900  $ 7,010,219  $        --   $       572   $(7,417,526)  $  (395,835)
                                       ==========  ===========  ===========  ===========   ===========   ===========   ===========

Issuance of shares as compensation             --           --           --           --            --            --            --

Foreign currency translation loss              --           --           --           --        21,146            --        21,146

Net loss                                       --           --           --           --            --      (648,282)     (648,282)
                                       ----------  -----------  -----------  -----------   -----------   -----------   -----------
 Balance December 31, 2008             10,900,000  $    10,900  $ 7,010,219  $        --   $    21,718   $(8,065,809)  $(1,022,971)
                                       ==========  ===========  ===========  ===========   ===========   ===========   ===========
</TABLE>

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


                                      F-5
<PAGE>

                     WEALTHCRAFT SYSTEMS INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2008

Note 1 - ORGANIZATION

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

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

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

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

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


                                      F-6
<PAGE>

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Basis of Presentation
      ---------------------

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

      Translation Adjustment
      ----------------------

      As of December 31, 2008 and 2007, the accounts of WealthCraft HK and
      WealthCraft Shenzhen were maintained, and its financial statements were
      expressed, in Hong Kong Dollar (HKD) and Chinese Yuan (CNY). Such
      financial statements were translated into USD in accordance with Statement
      of Financial 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.

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


                                      F-7
<PAGE>

      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 December
      31, 2008, management determined that all accounts receivable are
      collectible.

      Property, Plant & Equipment
      ---------------------------

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

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

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

                                        December 31, 2008     December 31, 2007
                                        -----------------     -----------------
      Office furniture and equipment    $          25,973     $         116,311
      Computer hardware and software              172,979                79,771
                                        -----------------     -----------------
                                                  198,952               196,082

      Accumulated depreciation                   (128,130)              (82,372)
                                        -----------------     -----------------
                                        $          70,822     $         113,710
                                        =================     =================

      Depreciation expense was $45,044 and $43,906 for the year ended December
      31, 2008, and 2007, respectively.

      Fair Value of Financial Instruments
      -----------------------------------

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


                                      F-8
<PAGE>

      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.

      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.

                                        December 31, 2008     December 31, 2007
                                        -----------------     -----------------
      Software Development Cost         $         282,271     $         253,394

      Accumulated amortization                   (147,701)              (35,194)
                                        -----------------     -----------------
      Total                             $         134,570     $         218,200
                                        =================     =================

      The intangible assets are amortized amortized over the useful life,
      generally two to three years from the general release date. Amortization
      expense was $84,616 and $35,194 for the year ended December 31, 2008 and
      2007, respectively.

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

            December 31,
                     2009    $    112,507
                     2010          22,063
                             ------------
            Total            $    134,570
                             ============


                                      F-9
<PAGE>

      Revenue Recognition
      -------------------

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

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

      Revenue from licensing arrangements 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.


                                      F-10
<PAGE>

      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 December 31, 2008 and 2007.

      Recent accounting pronouncements
      --------------------------------

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


                                      F-11
<PAGE>

      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.

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

      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.


                                      F-12
<PAGE>

      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.

      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.


                                      F-13
<PAGE>

Note 3 - COMMON STOCK

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

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

      On November 13, 2006, the Company completed the sale and issuance of
      375,000 shares of Common Stock in the aggregate amount of $1,650,000, or
      $4.40 per share, of which $1,000,000 was paid at the initial closing and
      $650,000 shall be paid from time to time until the second anniversary of
      the closing to discharge invoices for legal, accounting and investor
      relations services incurred by the Company. As of December 31, 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. ("WealthCraft") completed
      the transactions contemplated by that certain Exchange Agreement, dated as
      of October 19, 2006, by and among WealthCraft, certain shareholders of
      WealthCraft, WealthCraft Systems Ltd., a private limited company organized
      under the laws of the Hong Kong Special Administrative Region of the
      People's Republic of China ("WealthCraft HK") and the shareholders of
      WealthCraft HK (the "Exchange Agreement"). Accordingly, WealthCraft
      acquired all of the issued and outstanding shares of stock of WealthCraft
      HK, in exchange for the issuance in the aggregate of 7,000,000 shares of
      common stock of WealthCraft, which shares represent 70% of the issued and
      outstanding capital stock of WealthCraft after the consummation of the
      Exchange Agreement and the transactions contemplated thereby. As a result
      of the Exchange Agreement, WealthCraft HK became a wholly-owned subsidiary
      of WealthCraft.

      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.


                                      F-14
<PAGE>

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
      December 31, 2008. Accordingly, the Company has no net deferred tax
      assets.

      The provision for income taxes from continuing operations on income
      consists of the following for the year ended December 31, 2008 and 2007:

                                         December 31, 2008   December 31, 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 December 31, 2008, the Company in the United States had
      approximately $5,853,588 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 December 31, 2008 consists mainly of net operating loss carry
      forwards and were fully reserved as the management believes it is more
      likely than not that these assets will not be realized in the future.

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

      ---------------------------------- -----------------  -----------------
                                         December 31, 2008  December 31, 2007
      ---------------------------------- -----------------  -----------------
      Net operation loss carry forward   $       5,853,588  $       5,603,643
      ---------------------------------- -----------------  -----------------
      Total deferred tax assets                  1,990,220          1,905,239
      ---------------------------------- -----------------  -----------------
      Less: valuation allowance                 (1,990,220)        (1,905,239)
      ---------------------------------- -----------------  -----------------
      Net deferred tax assets            $              --  $              --
      ---------------------------------- -----------------  -----------------


                                      F-15
<PAGE>

      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 December 31, 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 December 31, 2008 consists mainly of net operating loss
      carry forwards and were fully reserved as the management believes it is
      more likely than not that these assets will not be realized in the future.

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

      ---------------------------------- -----------------  -----------------
                                         December 31, 2008  December 31, 2007
      ---------------------------------- -----------------  -----------------
      Net operation loss carry forward   $       2,212,220  $       1,813,883
      ---------------------------------- -----------------  -----------------
      Total deferred tax assets                    331,833            272,082
      ---------------------------------- -----------------  -----------------
      Less: valuation allowance                   (331,833)          (272,082)
      ---------------------------------- -----------------  -----------------
      Net deferred tax assets            $              --  $              --
      ---------------------------------- -----------------  -----------------

      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 December 31, 2008 and
      December 31, 2007:

      ---------------------------------- -----------------  -----------------
                                         December 31, 2008  December 31, 2007
      ---------------------------------- -----------------  -----------------
      Aggregate:
      ---------------------------------- -----------------  -----------------
      Total deferred tax assets          $       2,322,053  $       2,177,321
      ---------------------------------- -----------------  -----------------
      Less: valuation allowance                 (2,322,053)        (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 December 31, 2008 and 2007, deferred income amounted to
      $935,427 and $358,547 respetively.


                                      F-16
<PAGE>

Note 7 - NOTES PAYABLE

      As of December 31, 2008 and December 31, 2007, the Company had notes
      payable in the aggregate amount of $0 and $16,111,respectively. Payables
      are as follows:

<TABLE>
<CAPTION>
                           Description                    December 31, 2008     December 31, 2007
      ------------------------------------------------    ------------------    -----------------
      <S>                                                 <C>                   <C>
      Secured note payable to a bank in                                   --    $          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                                                               --               16,111
                                                          ------------------    -----------------
      Current portion                                                           $          12,167
                                                          ------------------    -----------------
      Long-term portion                                   $               --    $           3,944
                                                          ==================    =================
</TABLE>

Note 8- RELATED PARTY LOAN TRANSACTIONS

      As of December 31, 2008 and December 31, 2007, the Company had a
      non-interest bearing, unsecured loan payable to shareholders of the
      Company amounting to $396,527 and $394,068. These loans are payable on
      demand.

      As of December 31, 2008 and December 31, 2007, the Company had a
      non-interest bearing, unsecured loan payable to a shareholder of the
      Company amounting to $329,293 and $80,363, respectively. These loans are
      payable on demand.

Note 9 - OTHER COMPREHENSIVE  LOSS

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

                                       Accumulated Other
                                      Comprehensive Loss
                                      ------------------
      Balance at December 31, 2006    $            2,943
      Foreign currency loss 2007                  (2,371)
                                      ------------------
      Balance at December 31, 2007                   572
      Foreign currency gain 2008                  21,146
                                      ------------------
      Balance at December 31, 2008    $           21,718
                                      ==================


                                      F-17
<PAGE>

Note 10 - COMMITTMENTS

      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 $155,729 and $136,111 for the years ended
      December 31, 2008 and 2007, respectively. The Company has future minimum
      lease obligations as follows:

           December 31,
           2009                   $      94,563
           2010                              --
                                  -------------
           Total                  $      94,563
                                  =============

Note 11 - CURRENT VULNERABILITY DUE TO RISK FACTORS

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

Note 12 - STATUTORY COMMON WELFARE FUND

      In accordance with the laws and regulations of the PRC, 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 December 31, 2008
      and 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 $8,065,809 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.


                                      F-18