HARTCOURT COMPANIES INC
8-K, 2000-09-28
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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 25, 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.

            On September 19, 2000  Registrant  received  a letter of resignation
       from  Registrant's  independent  accountants,  BDO  International,  dated
       September 19, 2000.

            At the present time the Board of Directors of the Registrant has not
       made a decision concerning an auditing firm to replace BDO International.

            BDO International  previously  issued a modification to their report
       dated  March 30,  2000.   The  report  noted  the  Company  had  suffered
       recurring  losses  from operations and raised 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  BDO  International  on  any  matters of   accounting
       principles  or  practices,  financial  statement disclosures  or auditing
       scope or procedures during the one-year  period  covered  by their report
       and subsequently through September 19, 2000.

Item 5.     Other Events

            None

Item 6.     Resignation Of Registrant's Directors

            None

Item 7.     Financial Statements and Exhibits

            Financial Statements - None

            Exhibits - Exhibit 16 (b) - Consent of independent accountants.

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 25, 2000.






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