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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
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[X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: December 31, 1996
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: (Not applicable)
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PART I -- REGISTRANT INFORMATION
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THE HARTCOURT COMPANIES, INC. AND SUBSIDIARIES
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Full Name of Registrant
N/A
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Former Name if Applicable
19104 S. Norwalk Boulevard
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Address of Principal Executive Office (Street and Number)
Artesia, California 90701
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City, State and Zip Code
<PAGE> 2
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rules 12b-25(b), the
following should be completed. (Check box if appropriate)
| (a) The reasons described in reasonable detail in Part
| III of this form could not be eliminated without
| unreasonable effort or expense;
|
| (b) The subject annual report, semi-annual report,
| transition report on Form 10-K, Form 20-F, 11-K,
[X} | Form N-SAR, or portion thereof, will be filed on
| or before the fifteenth calendar day following the
| prescribed due date; or the subject quarterly
| report of transition report on Form 10-Q, or
| portion thereof will be filed on or before the
| fifth calendar day following the prescribed due
| date; and
|
| (c) The accountant's statement or other exhibit
| required by Rule 12b-25(c) has been attached if
applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report or portion thereof, could not be filed
within the prescribed time period. (ATTACH EXTRA SHEETS IF NEEDED)
The audit of the Company's year-end balance sheet as of December 31, 1996 and
related statments of income, stockholders' equity and cash flow for the period
ended, cannot be completed before the Company's 10-KSB must be filed. The
delay is due to the Company's disposition of its interest in a foreign joint
venture and two significant acquisition during the fourth quarter of 1996.
It is anticipated that the 10-KSB or portion thereof will be filed no later
than the fifteenth calendar year following March 31, 1997.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
<TABLE>
<S> <C> <C>
Dr. Alan Phan (310) 403-1126
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(Name) (Area Code) (Telephone Number)
</TABLE>
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such report(s) been
filed? If answer is no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report of
portion thereof?
[x] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
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THE HARTCOURT COMPANIES, INC. AND SUSIDIARIES
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
<TABLE>
<S> <C>
Date: March 27, 1997 By: /s/ Allen Phan
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President
</TABLE>
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
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Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001)
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<PAGE>
PART IV - OTHER INFORMATION
Item (3)
Company sold its interest in foreign joint venture on September 27, 1997 and
acquired two significant investments during the same period.
Until the audit work, currently in process, both overseas and here domestically,
are complete, a reasonable estimate of the results cannot be determined.
