HARTCOURT COMPANIES INC
8-K/A, 1999-12-06
PENS, PENCILS & OTHER ARTISTS' MATERIALS
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                                   FORM 8-K/A


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


                                 CURRENT REPORT


                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                             SECURITIES ACT OF 1934

       Date of Report (Date of earliest event reported): October 19, 1999


                          THE HARTCOURT COMPANIES INC.
             (Exact name of registrant as specified in its charter.)


                                      Utah
                    (State of incorporation or organization)


                                    001-12671
                            (Commission File Number)


                                   87-0400541
                      (I.R.S. Employee Identification No.)


              1196 East Willow Street, Long Beach, California 91730
                    (Address of principal executive offices)


       Registrant's telephone number, including area code: (562) 426-9796





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Item 1.       Changes in Control of Registrant

              None

Item 2.       Acquisition or Disposition of Assets

              None

Item 3.       Bankruptcy or Receivership

              None

Item 4.       Changes in Registrant's Certifying Accountant

     On  October  18,  1999  Registrant  received a letter of  resignation  from
Registrant's independent  accountants,  Harlan & Boettger, LLP, dated October 8,
1999. A copy of said letter of resignation is attached hereto as Exhibit 16(a).

     At the present time the Board of Directors of the Registrant,  has not made
a decision concerning an auditing firm to replace Harlan & Boettger, LLP.

     Harlan & Boettger previously issued a qualified report dated March 6, 1999.
The report  noted that because the Company had  suffered  recurring  losses from
operations  which raises  significant  doubt about the ability of the Company to
continue as a going concern.  Other than the Company's  ability to continue as a
going concern,  the report did not contain any adverse  opinion or disclaimer of
opinion,  or any  qualification  as to  uncertainty,  audit scope or  accounting
principles. Such report subsequent to issuance has not been modified. There were
no disagreements  with Harlan & Boettger on any matter of accounting  principles
or practices,  financial  statement  disclosure  or auditing  scope or procedure
during  the two year  period  prior  covered by their  report  and  subsequently
through October 8, 1999.

Item 5.       Other Events

              None

Item 6.       Resignation of Registrant's Directors

              None

Item 7.       Financial Statements and Exhibits

              a)  Financial Statements - None

              b)  Exhibits

                  Exhibit 16(b) - Consent of independent accountants.



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Item 8.       Change in Fiscal Year

              None








                                    SIGNATURE



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

                          THE HARTCOURT COMPANIES INC.
                                  (Registrant)



Dated: December 3, 1999                    By:     /s/ Alan Phan
                                                   Dr. Alan Phan
                                                   Chairman





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                                        3

<PAGE>

                                                                   EXHIBIT 16(b)



                             Harlan & Boettger, LLP
                          Certified Public Accountants
                               5415 Oberlin Drive
                               San Diego, CA 92121
                               PH: (858) 535-2000
                               FAX: (858) 535-2015







Securities and Exchange Comission
450 Fifth Street, N.W.
Washington, DC 20549


Gentlemen:

     We have read  Item 4 in the Form  8-K/A for The  Hartcourt  Companies  Inc.
(Commission  File  No.  001-12671)  dated  December  3,  1999,  filed  with  the
Securities  and Exchange  Commission  and are in agreement  with the  statements
contained therein insofar as they relate to our firm.

                             Harlan & Boettger, LLP

                             /s/ Harlan & Boettger, LLP



San Diego, California
December 3, 1999


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