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      Hartcourt correspondence

    September
      28, 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

              Filed
                April 15, 2005

              File
                No. 1-12671

    Dear
      Mr.
      Jacobs,

    Below
      is
      our response to your August 8, 2005 letter.

    Form
      10-KSB for the year ended December 31, 2004

    Consolidated
      Financial Statements

    Report
      of Independent Registered Pubic Accounting Firm

    1,  As
      spoken
      to Ms. Zablow on August 13, we will conduct a re-audit of the 2003 fiscal year
      financials in order to remove the qualified audit opinion. The audit is expected
      to commence in October, 2005 and with an estimated length of 10 weeks to
      complete the work. However, we will do it on an “ASAP basis to finish the work.

    Sincerely,

    /s/
      Carrie Hartwick

    Interim
      Chief Financial Officer

              cc:

              Rachel
                Zablow, Staff Accountant, Division of Corporate Finance,
                SEC

              Harold
                DeGraff, Greenberg Traurig, LLP