HARTCOURT COMPANIES INC
8-K, 2000-02-10
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): February 8, 2000


                          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.)

               1198 E. Willow Street, Long Beach, California 90806
                    (Address of principal executive offices)

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

<PAGE>

Item 4.           Changes in Registrants Certifying Accountant

                  The   Registrant   engaged  BDO   International   as  its  new
                  independent accountants as of February 8, 2000. During the two
                  most recent  fiscal  years and through  February 8, 2000,  the
                  Registrant has not consulted with BDO International  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  BDO  International  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) (l) (iv) of Regulation S-K and
                  the related  instructions  to Item 304 of Regulation S-K, or a
                  reportable event, as that terms is defined in Item 304 (a) (l)
                  (iv) or Regulation S-K.


                                    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.

                                        By:  /s/  Alan Phan
                                             ----------------------------------
                                        Name:     Alan Phan
                                        Title:    Chairman of the Board



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