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

                                  FORM 10-KSB/A

                                 AMENDMENT NO. 2

                                   (Mark one)

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

                   For the fiscal year ended December 31, 2007

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

          For the transition period from _____________ to _____________

                        Commission file number 000-51575

                            WEALTHCRAFT SYSTEMS INC.
                 (Name of small business issuer in its charter)

                Nevada                                           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)

                                 +852-3586-8234
           (Issuer's telephone number, including area code) Securities
                   registered Under Section 12(b) of the Act:

Title of each class            Name of each exchange on which registered
-------------------            -----------------------------------------
       None                                        None

                           Securities registered Under Section 12(g) of the Act:
  Title of each class            Name of each exchange on which registered
  -------------------      -----------------------------------------------------
Common Stock, par value            Over-the-Counter (OTC) Bulletin Board
   $.001 per share

                       -----------------------

 Check whether the issuer is not required to file reports pursuant to Section 13
                  or 15(d) of the Exchange Act. Yes |_| No |X|

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

Check if there is no disclosure of delinquent filers in response to item 405 of
Regulation S-B contained in this form, and no disclosure will 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-KSB or any
amendment to this Form 10-KSB. |_|

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 registrant's total consolidated revenues for the fiscal year ended December
31, 2007 were $913,435.

The aggregate market value of the common equity held by non-affiliates of the
registrant was $18,182,664 as of March 27, 2008.

<PAGE>

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The number of shares outstanding of the registrant's common equity as of March
27, 2008 was 10,900,000 shares.

WealthCraft Systems, Inc. (the "Company") is filing this Amendment No. 2 on Form
10-KSB/A (this "Amendment") solely for the purpose of adding certain disclosures
to Part II that were omitted in the filing. This Amendment is needed to complete
Part II of the Form 10-KSB. In connection with the filing of this Amendment and
pursuant to the rules of the SEC, the Company is including with the Amendment,
certain currently dated certifications. Except as described above, no other
amendments are being made to the Annual Report. This Amendment does not reflect
events occurring after the March 31, 2008 filing of the Company's Annual Report,
and does not modify or update the disclosure contained in the Annual Report in
any way other than as required to reflect the amendments discussed above and
reflected below.

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<PAGE>

                            WEALTHCRAFT SYSTEMS INC.

                        2007 FORM 10-KSB/A ANNUAL REPORT

                                TABLE OF CONTENTS

EXPLANATORY NOTE      PART I                                                Page

ITEM 8A.     CONTROLS AND PROCEDURES                                         4

ITEM 8B.     OTHER INFORMATION                                               6


                                       3
<PAGE>

                                     PART II

ITEMS 8A/8T. CONTROLS AND PROCEDURES

Evaluation of our Disclosure Controls and Procedures

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, 2007, our
disclosure controls and procedures are not effective in view of our inadvertent
omission of management's report on internal control over financial reporting and
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;


                                        4
<PAGE>

            (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

            (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 amended Form 10-KSB, 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, 2007 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, 2007:

            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, 2007, our internal control
over financial reporting is not effective. This amended annual Report on Form
10-KSB 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.


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<PAGE>

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.

            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, 2007, that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.

8B. OTHER INFORMATION

None.


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<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: September 15, 2008                    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.


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


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


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