SecProbe.io

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                                                                    May 27, 2005

Steven Jacobs
Accounting Branch Chief
Division of Corporate Finance
US Securities and Exchange Commission
Washington, D.C. 20549

Re:        Hartcourt Companies, Inc.
           Form 10-KSB for the year ended December 31, 2004 File No. 1-12671

Dear Mr. Jacobs,

           We are in receipt of your letter dated May 13, 2005. Below is our
response to your inquiry.

FORM 10-KSB FOR THE YEAR ENDED DECEMBER 31, 2004
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CONSOLIDATED FINANCIAL STATEMENTS
---------------------------------

REPORT OF INDEPENDENT REGISTERED PUBIC ACCOUNTING FIRM
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         1, We will file an amended Form 10-KSB to include an audit report for
the 2003 fiscal year ended on December 31, 2004.

CONSOLIDATED STATEMENTS OF OPERATIONS, PAGE F-4

         2, As disclosed per note #14 to the consolidated financial statements
for the year ended December 31, 2004, the Company disposed off certain
subsidiaries during the year. SFAS 144, Para 43, which states "In a period in
which a component of an entity either has been disposed of or is classified as
held for sale, the income statement of a business enterprise for CURRENT AND
PRIOR PERIODS shall report the results of operations of the component, including
any gain or loss recognized in accordance with paragraph 37, in discontinued
operations. The results of operations of a component classified as held for sale
shall be reported in discontinued operations in the period(s) in which they
occur. The results of discontinued operations, less applicable income taxes
(benefit), shall be reported as a separate component of income before
extraordinary items and the cumulative effect of accounting changes (if
applicable)".

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US SEC, Division of Corporate Finance
May 27, 2005
Page 2

In accordance with above, the Company has reported the income (loss) from
operations for 2003 of the entities disposed off during 2004 as a separate line
item in the Statements of operations. The revenue, cost of operations, etc. for
the prior periods excludes the numbers of the entities disposed off during 2004.
However, the net income (loss) is consistent with the net loss reported per the
prior year's financial statements.

The Company does not believe that item 4.02 Form 8K is applicable.

                                     * * * *

Per your request, we furnish you in writing the following statement from the
company acknowledging that

o        The company is responsible for the adequacy and accuracy of the
         disclosure in the filings;
o        Staff comments or changes to disclosure in response to staff comments
         do not foreclose the Commission from taking any action with respect to
         the filings; and
o        The company may not assert staff comments as a defense in any
         proceeding initiated by the Commission or any person under the federal
         securities laws of the United States.

Should you have any additional questions, please contact us through fax # 86 21
5213 8870.

                                             Sincerely,

                                             Carrie Hartwick
                                             Interim Chief Financial Officer

cc:        Rachel Zablow, Staff Accountant, Division of Corporate Finance, SEC
           Hamid Kabani, Kabani & Company, Inc., Certified Public Accountants
           John Creighton, Preston Gates Ellis, LLP, Seattle

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