Exhibit 10.19.1  Financial  Statements of Beijing UAC Stock Exchange Online Co.,
                 Ltd.  for the period from  October 18, 1999 (date of  inception
                 to December 31, 1999



                   Beijing UAC Stock Exchange Online Co., Ltd.
                          (a Development Stage Company)

                              FINANCIAL STATEMENTS


                      FOR THE PERIOD FROM OCTOBER 18, 1999
                    (DATE OF INCEPTION) TO DECEMBER 31, 1999

 <PAGE>

                  Beijing UAC Stock Exchange Online Co., Ltd.
                          (a Development Stage Company)



Independent auditors' report ..............................................3

Financial statements
     Balance sheet ........................................................4
     Statement of operations ..............................................5
     Statement of owners' equity ..........................................6
     Statement of cash flows ..............................................7

Summary of significant accounting policies ................................8-9

Notes to financial statements .............................................10-11

                                       2

<PAGE>



Independent Auditors' Report


To the Board of Directors
Beijing UAC Stock Exchange Online Co., Ltd.
Beijing, China


We have audited the  accompanying  balance  sheet of Beijing UAC Stock  Exchange
Online Co., Ltd. (a development  stage  company) (the  "Company") as of December
31, 1999 and the related  statements of  operations,  owners'  equity,  and cash
flows for the period from October 18, 1999 (date of inception)  through December
31, 1999.  These financial  statements are the  responsibility  of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as  evaluating  the overall  presentation  of the financial
statements.  We  believe  that our audit  provides  a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of Beijing UAC Stock  Exchange
Online Co., Ltd. (a development  stage company) as of December 31, 1999, and the
results of its  operations  and its cash flows for the period  from  October 18,
1999 (date of inception) through December 31, 1999, in conformity with generally
accepted accounting principles in the United States.

                                        /s/  BDO International
                                        --------------------------------------
                                             BDO International


Hong Kong
February 11, 2000

                                       3

<PAGE>

<TABLE>
<CAPTION>

                   Beijing UAC Stock Exchange Online Co., Ltd.
                          (A Development Stage Company)

                                  Balance Sheet

                                                                                                    December 31,
                                                                                                        1999
                                                                                                   ----------------
<S>                                                                                              <C>

Assets

Current assets:
   Cash and cash equivalents                                                                     $         672,182
   Amount due from joint venture partner (Note 1)                                                          170,773
   Other receivables, deposits and prepayments                                                              35,764
                                                                                                   ----------------

Total current assets                                                                                       878,719
                                                                                                   ----------------

Property and equipment, net (Note 2)                                                                         6,790
                                                                                                   ----------------

Total assets                                                                                     $         885,509
                                                                                                   ----------------

Liabilities and Owners' Equity

Current liabilities:
   Other payables and accrued expenses                                                           $             502
                                                                                                   ----------------

Total current liabilities                                                                                      502
                                                                                                   ----------------

Commitments and contingencies (Note 4)

Owners' equity:
   Contributed capital (Note 3)                                                                          1,000,000
   Accumulated deficit during development stage                                                            (27,755 )
   Capital account receivable                                                                              (87,238 )
                                                                                                   ----------------

Total owners' equity                                                                                       885,007
                                                                                                   ----------------

Total liabilities and owners' equity                                                             $         885,509
                                                                                                   ----------------
</TABLE>

    See accompanying summary of significant accounting policies and notes to
                              financial statements.

                                        4

<PAGE>

<TABLE>
<CAPTION>

                   Beijing UAC Stock Exchange Online Co., Ltd.
                          (A Development Stage Company)

                             Statement of Operations

                                                                                                    Period From
                                                                                                    October 18,
                                                                                                   1999 (Date of
                                                                                                     Inception)
                                                                                                      Through
                                                                                                    December 31,
                                                                                                        1999
                                                                                                  -----------------
<S>                                                                                             <C>

Net sales                                                                                       $                -

General and administrative expenses                                                                        (27,755 )
                                                                                                  -----------------

Loss before income taxes                                                                                   (27,755 )

Provision for income tax (Note 5)                                                                                -
                                                                                                  -----------------

Net loss                                                                                        $          (27,755 )
                                                                                                  -----------------
</TABLE>


    See accompanying summary of significant accounting policies and notes to
                              financial statements.

                                       5

<PAGE>

<TABLE>
<CAPTION>

                   Beijing UAC Stock Exchange Online Co., Ltd.
                          (A Development Stage Company)

                           Statement of Owners' Equity

                                                                          Capital                              Total
                                                        Contributed       Account         Accumulated         Owners'
                                                          Capital        Receivable         Deficit            Equity
                                                       --------------   -------------    ---------------     -----------
<S>                                                  <C>              <C>              <C>                 <C>

Balance, October 18, 1999 (date of inception)        $             -  $            -   $              -    $          -

Injection of capital (Note 3)                              1,000,000         (87,238 )                -         912,762

Net loss                                                           -               -            (27,755 )       (27,755 )
                                                       --------------   -------------    ---------------     -----------

Balance, December 31, 1999                           $     1,000,000  $      (87,238 ) $       (27,755  )  $    885,007
                                                       --------------  -------------    ---------------     -----------
</TABLE>

    See accompanying summary of significant accounting policies and notes to
                              financial statements.

                                       6

<PAGE>

<TABLE>
<CAPTION>

                   Beijing UAC Stock Exchange Online Co., Ltd.
                          (A Development Stage Company)

                             Statement of Cash Flows
                Increase (Decrease) in Cash and Cash Equivalents

                                                                                                    Period From
                                                                                                    October 18,
                                                                                                   1999 (Date of
                                                                                                     Inception)
                                                                                                      Through
                                                                                                    December 31,
                                                                                                        1999
                                                                                                  -----------------
<S>                                                                                             <C>

Cash flows from operating activities                                                            $          (27,755 )
   Net loss
   Adjustments  to reconcile  net loss to net cash used in operating  activities
     Changes in:
       Other receivables, deposits and prepayments                                                         (35,764 )
       Other payables and accrued expenses                                                                     502
                                                                                                  -----------------

Net cash used in operating activities                                                                      (63,017 )
                                                                                                  -----------------

Cash flows from investing activities
   Purchase of property and equipment                                                                       (6,790 )
   Advance to joint venture partner                                                                       (170,773 )
                                                                                                  -----------------

Net cash used in investing activities                                                                     (177,563 )
                                                                                                  -----------------

Cash flows from financing activities
   Injection of capital                                                                                    912,762
                                                                                                  -----------------

Net cash provided by financing activities                                                                  912,762
                                                                                                  -----------------

Net increase in cash and cash equivalents                                                                  672,182

Cash and cash equivalents, beginning of period                                                                   -
                                                                                                  -----------------

Cash and cash equivalents, end of period                                                        $          672,182
                                                                                                  -----------------
</TABLE>

    See accompanying summary of significant accounting policies and notes to
                              financial statements.

                                       7

<PAGE>

                   Beijing UAC Stock Exchange Online Co., Ltd.
                          (A Development Stage Company)

                    Summary of Significant Accounting Polices

Nature of Business

Beijing UAC Stock Exchange Online Co., Ltd. (a development  stage company) ("the
Company")  is a  Sino-foreign  co-operative  joint  venture  established  in the
People's  Republic of China (the "PRC") on October 18, 1999.  The joint  venture
partners are Beijing UAC Stock Trading  Online Co., Ltd. (the "PRC joint venture
partner") who owns 65% and Hartcourt  Companies,  Inc. (a United States Company)
(the "foreign joint venture  partner") who owns 35%. The Joint Venture is for 15
years commencing  October 18, 1999 and profits and losses are shared between the
joint venture partners on a 65% - 35% basis.

Pursuant to the joint venture  agreement dated June 20, 1999,  Beijing UAC Stock
Trading Online Co., Ltd. is required to contribute  certain  technical  know-how
and intangible  assets to the Company for its 65% interest in the Company.  Such
technical   know-how  and   intangible   assets  will  be  contributed  at  zero
consideration and therefore will not be reflected in the books of the Company.

The Company is engaged in the  provision  of internet  services  for  securities
trading  and the sales of  internet  software  in the PRC.  The  Company did not
commence operations in 1999.

Basis of Accounting

The financial  statements  are prepared in accordance  with  generally  accepted
accounting  principles in the United States of America. This basis of accounting
differs from that used in the preparation of the Company's  statutory  financial
statements  which are prepared in accordance with the accounting  principles and
the relevant financial regulations applicable to enterprises in the PRC.

Foreign Currency Translation and Transactions

The financial  position and results of operations of the Company are  determined
using local  currency as the functional  currency.  Assets and  liabilities  are
translated  at the  prevailing  exchange  rate  in  effect  at the  end of  each
reporting  period.   Contributed  capital  accounts  are  translated  using  the
historical  rate  of  exchange  at the  time  of  capital  contribution.  Income
statement  accounts are  translated  at the average rate of exchange  during the
reporting  period.  Translation  adjustments  arising  from the use of different
exchange rates from period to period are included in the cumulative  translation
adjustment  account in owners' equity.  Gains and losses  resulting from foreign
currency transactions are included in other income (expense).

Revenue Recognition

Revenue from internet services will be recognized when the relevant services are
provided.

Revenue from goods sold will be  recognized  when title of goods sold has passed
to the buyers, which is usually at the time of delivery.

Cash and Cash Equivalents

Cash and cash equivalents include all highly liquid investments with an original
maturity of three months or less.

                                       8

<PAGE>

                   Beijing UAC Stock Exchange Online Co., Ltd.
                          (A Development Stage Company)

                    Summary of Significant Accounting Polices

Property and Equipment

Property and equipment are stated at cost.  Depreciation  is computed  using the
straight-line  method  to  allocate  the  cost of  depreciable  assets  over the
estimated useful lives of the assets as follows:

<TABLE>
<CAPTION>

                                                                                                     Estimated
                                                                                                    Useful Life
                                                                                                     (in Years)
                                                                                                   ---------------
<S>                                                                                                <C>

Computer equipment                                                                                       5
Office equipment                                                                                         5
</TABLE>

Maintenance, repairs and minor renewals are charged directly to the statement of
operations as incurred.  Additions and betterments to property and equipment are
capitalized.  When  assets are  disposed  of, the related  cost and  accumulated
depreciation  thereon are removed from the accounts  and any  resulting  gain or
loss is included in the statement of operations.

Income Taxes

The Company accounts for income taxes using the liability method, which requires
an entity to recognize  deferred tax  liabilities  and assets.  Deferred  income
taxes are recognized  based on the  differences  between the tax bases of assets
and liabilities  and their reported  amounts in the financial  statements  which
will  result in taxable or  deductible  amounts in future  years.  Further,  the
effects of enacted tax laws or rate changes are included as part of deferred tax
expenses or benefits  in the year that covers the  enactment  in the near future
date.

Fair Value of Financial Instruments

The carrying  amounts of certain  financial  instruments,  including cash, other
receivables and other payables  approximate their fair values as of December 31,
1999 because of the relatively short-term maturity of these instruments.

Use of Estimates

The preparation of financial  statements in accordance  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  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.

                                       9

<PAGE>

                   Beijing UAC Stock Exchange Online Co., Ltd.
                          (A Development Stage Company)

                          Notes to Financial Statements

NOTE 1--AMOUNT DUE FROM JOINT VENTURE PARTNER

This represents  short term unsecured cash advance of RMB1,000,000 and US$50,000
made to the PRC joint venture  partner.  The amount is repayable within one year
from the date the advance is drawn and bears interest at the  prevailing  market
rate charged by PRC banks for loans with the same maturity.

NOTE 2--PROPERTY AND EQUIPMENT, NET

<TABLE>
<CAPTION>

                                                                                                   December 31,
                                                                                                       1999
                                                                                                  ----------------
<S>                                                                                               <C>

Computer equipment                                                                              $           6,422
Office equipment                                                                                              368
                                                                                                  ----------------

                                                                                                            6,790
Less:  accumulated depreciation                                                                                 -
                                                                                                  ----------------

                                                                                                $           6,790
                                                                                                  ----------------
</TABLE>

No  depreciation  is  provided  by the  Company in 1999 as all the  assets  were
acquired just before the balance sheet date.

NOTE 3--CONTRIBUTED CAPITAL

The registered  capital of the Company is $1,000,000 and is fully  contributable
by the foreign joint venture partner. As of December 31, 1999, the foreign joint
venture partner has paid $912,762.  The remaining $87,238 is recorded as capital
account receivable under owners' equity in the balance sheet.

NOTE 4--COMMITMENTS AND CONTINGENCIES

Operating lease commitments

As of December  31,  1999,  the Company had  commitments  under  non-cancellable
operating leases requiring future minimum lease payments as follows:

Years ending December 31,      Amount
-------------------------     --------

         2000                 $ 20,007
         2001                   20,007
         2002                   10,782
                              --------
                              $ 50,796
                              --------

                                       10

<PAGE>

                   Beijing UAC Stock Exchange Online Co., Ltd.
                          (A Development Stage Company)

                          Notes to Financial Statements

NOTE 5--INCOME TAX

No provision  for income tax has been made as the Company has not yet  commenced
operations during the period.

No  provision  for  deferred  taxation  has been  made as  there is no  material
temporary difference at the balance sheet date.

NOTE 6--RELATED PARTY TRANSACTIONS

The Company has advanced RMB 1,000,000  ($120,773)  and $50,000 to the PRC joint
venture  partner.  The amount is unsecured and payable  within one year from the
date the  advance is drawn and bears  interest  at the  prevailing  market  rate
charged by PRC banks for loans with the same maturity.

The registered  capital of the Company is $1,000,000 and is fully  contributable
by the foreign joint venture partner. As of December 31, 1999, the foreign joint
venture  partner paid  $912,762.  The  remaining  $87,238 is recorded as Capital
account  receivable  under Owners'  Equity in the balance  sheet.  The PRC joint
venture  partner is  required  to  contribute  certain  technical  know-how  and
intangible assets to the Company.  Such technical know-how and intangible assets
will be contributed at zero consideration and therefore will not be reflected in
the books of the Company.

Included  in  other  receivables,  deposits  and  prepayments  are  advances  to
employees of $6,528 and unsecured advances to a company related to the PRC joint
venture party,  bearing  interest at the  prevailing  market rate charged by PRC
banks of $24,155 at December 31, 1999.

                                       11