HARTCOURT COMPANIES INC
8-K, 2000-09-29
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                   FORM 8-K


                                 CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Date of Report (Date of earliest event reported): September 29, 2000
                                                  ------------------

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

                                       Utah
                  --------------------------------------------
                 (State or other jurisdiction of incorporation)

                                    001-12671
                             ----------------------
                            (Commission File Number)

                                   87-0400541
                        ------------------------------
                       (IRS Employer Identification No.)

     9800 S. Sepulveda Blvd., Suite 818, Los Angeles, California 90045
-----------------------------------------------------------------------------
      (Address of  principal  executive offices)                  (Zip Code)

                                 (310) 410-7290
               --------------------------------------------------
              (Registrant's telephone number, including area code)




<PAGE>

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.

            The Registrant engaged KPMG as its new independent accountants as of
       September  29, 2000.  During the two most recent fiscal years and through
       September 29, 2000,  the Registrant has not consulted with KPMG regarding
       either  (i) the  application  of  accounting  principles  to a  specified
       transaction,  either completed or proposed;  or the type of audit opinion
       that might be  rendered on the  Registrant's  financial  statements,  and
       either a written report was provided to the Registrant or oral advise was
       provided that KPMG  concluded was an important  factor  considered by the
       Registrant  in  reaching a decision  as to the  accounting,  auditing  or
       financial reporting issue; or (ii) any matter that was either the subject
       of a  disagreement,  as that term is  defined in Item 304 (a) (1) (iv) of
       Regulation S-K and the related instructions to Item 304 of the Regulation
       S-K, or a reportable  event, as that terms is defined in Item 304 (a) (1)
       (iv) of Regulation S-K.


Item 5.     Other Events

            None

Item 6.     Resignation Of Registrant's Directors

            None

Item 7.     Financial Statements and Exhibits

            Financial Statements - None

            Exhibits - None

Item 8.     Change in Fiscal Year

            None


                                       1
<PAGE>



















                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  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.


                                                    /s/ Alan Phan
                                                    ------------------------
                                                    Dr. Alan Phan
                                                    Chairman of the Board

Date:  September 29, 2000.






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