Exhibit
        31.2
   CERTIFICATION
        OF PRINCIPAL FINANCIAL OFFICER
  PURSUANT
        TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
   I,
        Yungeng Hu, certify that:
  1.
        I have
        reviewed this quarterly report on Form 10-Q of The Hartcourt Companies,
        Inc.;
  2.
        Based
        on my knowledge, this 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 report;
  3.
        Based
        on my knowledge, the financial statements, and other financial information
        included in this 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 report;
  4.
        The
        registrant's other certifying officer and I are responsible for establishing
        and
        maintaining disclosure controls and procedures (as defined in Exchange Act
        Rules
        13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
        defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant
        and
        have:
  (a)
        Designed such disclosure controls
        and procedures, or caused such disclosure controls and procedures to be designed
        under our supervision, 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
        report is being prepared;
  (b)
        Designed such internal control over
        financial reporting, or caused such internal control over financial reporting
        to
        be designed under our supervision to provide reasonable assurance regarding
        the
        reliability of financial reporting and the preparation of financial statements
        for external purposes in accordance with generally accepted accounting
        principles;
  (c)
        Evaluated the effectiveness of the
        registrant's disclosure controls and procedures and presented in this report
        our
        conclusions about the effectiveness of the disclosure controls and procedures,
        as of the end of the period covered by this report based on such evaluation;
        and
  (d)
        Disclosed in this report any change
        in the registrant's internal control over financial reporting that occurred
        during the registrant's most recent fiscal quarter (the registrant’s fourth
        fiscal quarter in the case of annual report) that has materially affected,
        or is
        reasonably likely to materially affect, the registrant's internal control
        over
        financial reporting; and
  5.
        The
        registrant's other certifying officer and I have disclosed, based on our
        most
        recent evaluation of internal control over financial reporting, 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
        and material weaknesses in the design or operation of internal control over
        financial reporting which are reasonably likely to adversely affect the
        registrant’s ability to record, process, summarize and report financial
        information; and
  (b)
        Any
        fraud, whether or not material, that involves management or other employees
        who
        have a significant role in the registrant’s internal control over financial
        reporting.
  
 Dated:
                    January 11, 2008
                By:
                /s/ Yungeng
                  HuYungeng
                    Hu
                  President & Chief Financial Officer