HARTCOURT COMPANIES INC
8-K, 1999-10-20
PENS, PENCILS & OTHER ARTISTS' MATERIALS
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                                    FORM 8-K


                                  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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                                        1
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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 Registrants Certifying Accountant

     On  October  18,  1999  Registrant  received a letter of  resignation  from
Registrants 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 an unqualified report dated March 6, 1999,  assuming
the Company will continue as a going concern,  which did not contain any adverse
opinion or disclaimer of opinion, or any qualification as to uncertainty,  audit
scope or accounting principles. Such report 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 Registrants Directors

              None

Item 7.       Financial Statements and Exhibits

              a)  Financial Statements - None

              b)  Exhibits

Exhibit 16(a) - Letter of resignation by Harlan & Boettger, LLP, as independent
accountants for Registrant.

Exhibit 16(b) - Consent of independent accountants.



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                                       2
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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)

By: /s/ Alan Phan
    -------------------
    Dr. Alan Phan

Dated: October 19, 1999





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                                        3
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                                                                   EXHIBIT 16(a)


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

                                 October 8, 1999



Office of Chief Accountant
SECPS LetterFile
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, NW
Washington, DC 20549

Gentlemen:

We were the previous  principal  accountants for The Hartcourt  Companies,  Inc.
(Registrant).  On March 6, 1999, we reported on the financial  statements of The
Hartcourt  Companies,  Inc.  and  Subsidiaries  as of and  for the  years  ended
December 31, 1998 and 1997.

On October 8, 1999,  we notified  Dr. Alan V. Phan,  President  that we would no
longer be serving The Hartcourt Companies,  Inc. as their principal accountants.
There  have  been  no   disagreements   concerning   accounting   principles  or
disclosures.  As of this date,  we have not read nor approved  the  Registrants
Form 8-K referencing the change of accountants.

Very truly yours,
/s/ Harlan & Boettger, LLP
Harlan & Boettger, LLP

cc: Dr. Alan V. Phan, President
      The Hartcourt Companies, Inc.



<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 for The  Hartcourt  Companies  Inc.
(Commission  File  No.  001-12671)  dated  October  19,  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
October 19, 1999





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