*K, THAT AINT GOOD. when will the chumps ever learn
UNITED STATES
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): December 29, 2004
THE HARTCOURT COMPANIES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
UTAH
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(State or Other Jurisdiction of Incorporation)
001-12671 87-0400541
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(Commission File Number) (IRS Employer Identification No.)
3F, 710 CHANGPING ROAD, SHANGHAI CHINA 200040
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(Address of Principal Executive Offices) (Zip Code)
(86 21) 52138810
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(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (SEE General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) On December 29, 2004, Loral International Certified Public
Accountants ("Loral") informed The Hartcourt Companies, Inc
(the "Company") that it resigned as the independent public
auditor for the Company and its subsidiaries
effective immediately. A copy of that letter is attached to
this Form 8-K as Exhibit 16.1 and filed herewith.
Loral served as the Registrant's independent auditor for the
years ended December 31, 2003 and 2002. Loral's report on the
Company's consolidated financial statements for the year ended
December 31, 2003 and 2002 did not contain an adverse opinion
or disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principles except
that (1) both Reports were modified to include an explanatory
paragraph expressing substantial doubt about the Company's
ability to continue as a going concern, and (2) Loral's 2003
Report contained the following disclaimer:
During the year ended December 31, 2003, the Company
acquired four (4) foreign subsidiaries located in
China. All the acquired companies were privately held
by foreign owners without the US accounting
knowledge. Consequently, different sets of accounting
records were noted. As of December 31, 2003,
Hartcourt does not file its US federal and state tax
returns for the year ended December 31, 2002. We have
not audited Hartcourt foreign tax liabilities of
China, for the years ended December 31, 2003 and 2002
(See Note # 23, Income Taxes).
In connection with the audits of the Company's most recent two
years ended December 31, 2003 and 2002 and during the period
from January 1, 2004 until Loral's resignation, there were no
disagreements between Loral and the Company on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope and procedures, that, if not
resolved to the satisfaction of Loral, would have caused Loral
to make reference to the subject matter of the disagreement in
connection with its reports on the Company's financial
statements for such years.
The Company has authorized Loral to respond fully to all
inquiries of the Company's successor accountants concerning
the explanatory paragraph in Loral's 2002 and 2003 Reports and
the disclaimer in the 2003 Report.
The Company has provided a copy of this Report on Form 8-K to
Loral and requested that it furnish the Company with a letter
addressed to the SEC stating whether it agrees with the
statements made by the Company in response to this item. When
provided, a copy of that letter will be provided in an
updated Report.
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(b) On December 30, 2004, the Audit Committee of the Company's
Board of Directors appointed Kabani & Company, Inc. ("Kabani")
as the Company's registered independent public accounting
firm.
During the two most recent fiscal years and the period from
the end of the most recent fiscal year to the date of
appointment of Kabani, neither the Company nor anyone acting
on its behalf consulted with Kabani with respect to 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 Company's
financial statements, or (ii) any matter that was the subject
of a disagreement, as that term is defined in Item
304(a)(1)(iv) of Regulation S-B and the related instructions
to Item 304 of Regulation S-B, or a reportable event, as that
term is defined in Item 304(a)(1)(v) of Regulation S-B.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
16.1 Letter dated December 29, 2004, from Loral International
Certified Public Accountants respecting its resignation and
cessation as certifying accountant.
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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.
(Registrant)
Date: January 6, 2005 By: /S/ CARRIE HARTWICK
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Carrie Hartwick
Chief Executive Officer
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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16.1 Letter from auditor
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Exhibit 16.1
LORAL INTERNATIONAL CPA & ADVISOR, L.L.C.
(Letterhead)
Date: Dec 29, 2004
The Hartcourt Companies Inc.
3F, No. 710 ChangPing Road
Shanghai, China 200040
Attention: Ms. Carrie Hartwick, CEO & CFO
Dear Carrie,
We regret to inform you that Loral International CPA & Advisor L.L.C. resigns as the independent auditor of The Hartcourt Companies, Inc, with immediate effect. Kindly note accordingly.
Thank you for your attention.
Yours sincerely,
/S/ Loral International CPA & Advisor L.L.C.
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Loral International CPA & Advisor L.L.C.
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End of Filing
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