Exhibit 31.02

                                302 CERTIFICATION

I, Carrie Hartwick, certify that:

1. I have reviewed this transition report on Form 10-QSB of HARTCOURT  COMPANIES
   INC;
2. Based on my  knowledge,  this  transition  report does not contain any untrue
   statement of a material  fact or omit to state a material  fact  necessary to
   make the  statements  made,  in light of the  circumstances  under which such
   statements  were made, not  misleading  with respect to the period covered by
   this transition report;
3. Based  on  my  knowledge,  the  financial  statements,  and  other  financial
   information  included  in  this  transition  report,  fairly  present  in all
   material  respects the financial  condition,  results of operations  and cash
   flows  of the  registrant  as of,  and for,  the  periods  presented  in this
   transition report;
4. The  registrant's  other  certifying  officers  and  I  are  responsible  for
   establishing and maintaining  disclosure  controls and procedures (as defined
   in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
   a. designed such  disclosure  controls and procedures to ensure that material
      information  relating  to  the  registrant,   including  its  consolidated
      subsidiaries,  is  made  known  to us by  others  within  those  entities,
      particularly  during the period in which this  transition  report is being
      prepared;
   b. evaluated the  effectiveness of the registrant's  disclosure  controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      transition report (the "Evaluation Date"); and
   c. presented   in  this   transition   report  our   conclusions   about  the
      effectiveness  of the  disclosure  controls  and  procedures  based on our
      evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
   most recent evaluation,  to the registrant's auditors and the audit committee
   of the registrant's  board of directors (or persons performing the equivalent
   functions):
   a. all  significant  deficiencies  in the  design or  operation  of  internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and
   b. any fraud,  whether or not  material,  that  involves  management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and
6. The  registrant's  other  certifying  officers  and I have  indicated in this
   transition  report whether or not there were significant  changes in internal
   controls  or in  other  factors  that  could  significantly  affect  internal
   controls subsequent to the date of our most recent evaluation,  including any
   corrective  actions  with regard to  significant  deficiencies  and  material
   weaknesses.



Date:  May 21, 2004             By: /s/ Carrie Hartwick
                                        --------------------------------
                                        Carrie Hartwick
                                        President and
                                        Chief Financial Officer