SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
Notification of Late Filing
Commission File Number 001-12671
(Check one): |X| Form 10-K and Form 10-KSB
o Form 20-F
o Form N-SAR
o Form 11-K
o Form 10-Q and Form 10-QSB
For period ended: December 31, 1998
o Transition Report on Form 10-K and 10-KSB
o Transition Report on Form 20-F
o Transition Report on Form 11-K
o Transition Report on Form 10-Q and Form 10-QSB
o Transition Report on Form N-SAR
For the transition period ended
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
PART I
REGISTRANT INFORMATION
Full name of registrant The Hartcourt Companies, Inc.
Former name if applicable
Address of principal executive office (Street and Number)
2049 Century Park East, Suite 3760
City, State and Zip Code: Los Angeles, California 90067
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PART II
RULE 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 Rule 12b-25(b), the
following should be completed. (Check appropriate box.)
o (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
|X| (b) The subject annual report, semi-annual report, transition report
on Forms 10-K, 10- KSB, 20-F, 11-K or Form N-SAR, or portion thereof
will be filed on or before the 15th calendar day following the
prescribed due date; or the subject quarterly report or transition
report on Form 10-Q, 10-QSB, or portion thereof will be filed on or
before the fifth calendar day following the prescribed due date; and
|X| (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III
NARRATIVE
The Registrant's independent auditor's have not yet completed the audit
of the Registrant's December 31,1998 consolidated financial statements
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification.
Leonard J. Roman (310) 788-2634
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or
15(d) or 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 the answer is
no, identify report(s).
|X| Yes o No
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(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 or portion thereof?
|X| Yes o No
The Registrant is awaiting on certain information to complete
the company's fiscal year end audit and depending upon the
outcome of the information, the results of the Registrant may
significantly change from prior fiscal year.
The Hartcourt Companies, Inc.
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: March 30, 1999 By: /s/ Dr. Alan Phan
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Dr. Alan Phan, President
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Harlan & Boettger, LLP
Certified Public Accountants
5415 Oberlin Drive
San Diego, California 92121
Tel: 619-535-2000 Fax:619-535-2015
March 30, 1999
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Gentlemen:
This letter is written in response to the requirement of Rule 12b-25(c) under
the Securities Exchange Act of 1934 and in satisfaction of item (c) of Part II
of Form 12b-25.
We are the independent auditors of The Hartcourt Companies, Inc.(the
"Registrant"). The Registrant has stated in Part III of its filing on Form
12b-25 that is unable to timely file, without unreasonable effort or expense,
its Annual Report on Form 10-KSB for the year ended December 31, 1998 because we
have not yet completed our audit of the financial statements of the Registrant
for the year ended December 31, 1998 and are, therefore, unable to furnish the
required opinion on such financial statements.
We hereby advise you that we have read the statement made by the Registrant in
Part III of its filing on Form 12b-25 and agree with the statements made
therein.
Very truly yours,
/s/ Harlan & Boettger, LLP
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Harlan & Boettger, LLP
