U. S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                   FORM 10-QSB/A


   [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
                              EXCHANGE ACT OF 1934

                  For the quarterly period ended: June 30, 2004

   [ ] QUARTERLY REPORT PURSUANT TO SECTION 13 0R 15(d) OF THE SECURITIES AND
                              EXCHANGE ACT OF 1934

        For the transition period from ______________ to _______________

                        Commission File Number: 001-12671

                          The Hartcourt Companies, Inc.
        ----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

                                      Utah
         --------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   87-0400541
                        --------------------------------
                        (IRS Employer Identification No.)

              911 E. Colorado Blvd. Third Floor Pasadena, Ca 91106
                    (Address of principal executive offices)

                                 (626) 844 2437
                           ---------------------------
                           (Issuer's telephone number)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days:

 Yes [ X ] No [  ].



As of August 13, 2004, The Hartcourt  Companies,  Inc. had 180,063,687 shares of
Common Stock Outstanding.

Transitional Small Business Disclosure Format (check one):

Yes [ ] No [ X ].


                                       1
<PAGE>

                 THE HARTCOURT COMPANIES, INC. AND SUBSIDIARIES
                                TABLE OF CONTENTS

                              Report on Form 10-QSB
                                For quarter ended
                                  June 30, 2004
                                                                        Page
                                                                       -------
PART I  FINANCIAL INFORMATION

Item 1. Financial Statements

        Consolidated Balance sheet as of
        June 30, 2004 (Un-audited)...........................................3-4

        Consolidated Statements of Operations for the Three Months
        and Six Months ended June 30, 2004 and 2003 (Un-audited).............5-6

        Consolidated Statement of Shareholders' Equity (Un-audited)............7

        Consolidated Statements of Cash Flows for the Six Months
        ended June 30, 2004 and 2003 (Un-audited)..............................8

        Notes to the Consolidated Financial Statements.........................9

Item 2. Management's Discussion and Analysis or Plan of Operations............11

Item 3. Control and Procedures................................................15

PART II OTHER INFORMATION

Item 1. Legal Proceedings.....................................................15

Item 2. Changes in Securities.................................................16

Item 6. Exhibits and Reports on Form 8-K......................................16

Signatures....................................................................17



                                       2
<PAGE>




                 THE HARTCOURT COMPANIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS




                                                                June 30, 2004
                                                                 (Un-audited)
                                                      -------------------------

ASSETS

Current assets:
   Cash and cash equivalents                             $            6,642,428
   Accounts receivable, net                                          12,409,552
   Inventories                                                       15,401,317
   Trade deposits                                                     7,005,150
   Prepaid expenses and other receivables                             4,914,815
   Notes receivable, current portion                                    269,222
   Due from related parties                                           1,319,912
                                                      -------------------------
Total current assets                                                 47,962,396
                                                      -------------------------

Property and equipment, net                                             890,100

Investments, net                                                        410,163

Other assets
   Goodwill, net                                                     15,118,899
   Notes receivable, net of current portion                           1,827,509
                                                      -------------------------
Total other assets                                                   16,946,408
                                                      -------------------------

Total assets                                             $           66,209,067
                                                      =========================


          See accompanying notes to consolidated financial statements.



                                       3
<PAGE>



                 THE HARTCOURT COMPANIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                                              June 30, 2004
                                                               (Unaudited)
                                                       ------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Bank Loans                                         $               7,522,004
   Short-term Loans                                                   2,629,575
   Notes payable, current portion                                     2,519,392
   Accounts payable                                                  14,473,435
   Deferred revenue                                                   1,773,971
   Accrued expenses and other current liabilities                     3,299,196
   Staff loans                                                          859,473
   Due to related parties                                                30,579
   Due to shareholders                                                  229,936
                                                      -------------------------
Total current liabilities                                            33,337,561

Total liabilities                                                    33,337,561
                                                      -------------------------
Contingencies                                                         1,300,000
Minority interests                                                    7,867,216

Shareholders' Equity
   Preferred stock:
   Original preferred stock, $0.01 par value,
     1,000 authorized, issued and outstanding                                10
   Common  stock,  $0.001  par  value,  250,000,000
shares  authorized;  179,177,748  shares  and
     171,157,104 shares issued and outstanding at
June 30, 2004 and December 31, 2003                                     179,178
   Additional paid-in capital                                        74,794,826
   Treasury stock, at cost, 48,728 shares
     at June 30, 2004 and December 31, 2003                             (48,728)
   Stocks subscription receivable                                      (455,944)
   Other comprehensive income                                           933,487
   Accumulated deficit                                              (51,698,539)
                                                       ------------------------
Total shareholders' equity                                           23,704,290
                                                       ------------------------

Total liabilities and shareholders' equity            $              66,209,067
                                                       ========================


                                       4
<PAGE>


                 THE HARTCOURT COMPANIES, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
                                                        For the Three Months Ended June 30      For the Six Months Ended June 30
                                                      --------------------------------------  ----------------------------------
                                                             2004                 2003              2004                2003
                                                      --------------------  ----------------   ---------------    ---------------
<S>                                                          <C>                   <C>                <C>                <C>
Net sales                                             $        70,655,261   $     28,112,109   $   138,378,366    $    33,834,458
Cost of sales                                                  67,148,651         27,012,645       131,353,497         32,343,510
                                                      --------------------  ----------------   ---------------    ---------------
Gross profit                                                    3,506,610          1,099,464         7,024,869          1,490,948
                                                      --------------------  ----------------   ---------------    ---------------
Operating expenses:
         Selling, general and administrative                    2,636,358            760,206         5,305,424          1,191,001
         Depreciation and amortization                             42,087             18,550            55,583             47,250
         Impairments                                                    -                  -                 -             14,816
                                                      --------------------  ----------------   ---------------    ---------------
Total operating expenses                                        2,678,445            778,756         5,361,007          1,253,067
                                                      --------------------  ----------------   ---------------    ---------------
Gain from continuing operations before other income               828,165            320,708         1,663,862            237,881

Other income (expense):
     Gain(loss)   on  disposal   of  property   and               109.359                  -           109,359            (72,371)
     equipment
         Interest expense                                        (232,539)           (79,742)         (465,780)           (92,891)
         Interest income                                           39,946                  -            56,077                508
         Other                                                    176,992             42,433           292,244             42,463
                                                      --------------------  ----------------   ---------------    ---------------
Total other income (expense)                                       93,758            (37,309)           (8,100)          (122,291)
                                                      --------------------  ----------------   ---------------    ---------------

Gain from continuing operations                                   921,923            283,399         1,655,762            115,590

Less:   gain/(loss)  in  subsidiary  attributed  to
minority interest                                                (511,222)          (228,397)       (1,019,389)          (247,504)
                                                      --------------------  ----------------   ---------------    ---------------
Gain/(loss) before discontinued operations                        410,701             55,002           636,373           (131,914)

Discontinued operations:
         Loss from discontinued operations                              -                  -                 -                  -
         Gain  on  disposal of discontinued                                          466,655                 -            466,655
operations                                                              -
                                                      --------------------  ----------------   ---------------    ---------------
Gain before income tax                                            410,701            521,657           636,373            334,741

         Income tax

                                                                ( 355,207)           (58,270)         (523,037)           (58,270)


                                       5
<PAGE>
THE HARTCOURT COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Continued




                                                        For the Three Months Ended June 30      For the Six Months Ended June 30
                                                      --------------------------------------  ----------------------------------
                                                             2004                 2003              2004                2003
                                                      --------------------  -----------------  ---------------    ---------------
Net Gain                                              $            55,494   $        463,387   $       113,336    $      276,471
                                                      ===================   ================   ===============    ===============
Other comprehensive gain (loss):
         Foreign currency translation gain (loss)                       -                  -                 -                  -
                                                      --------------------  ----------------   ---------------    ---------------
Comprehensive gain                                    $            55,494   $        463,387   $       113,336    $       276,471
                                                      ===================   ================   ===============    ===============
Basic  and fully  diluted  gain/(loss)  per  common
share:
         Gain/(loss) from continuing operations       $             0.000   $          0.000   $         0.000    $        (0.001)
         Gain/(loss) from discontinued operations                   0.000              0.004             0.000              0.004
                                                      -------------------   ----------------   ---------------    ---------------

Gain/(loss) per share                                 $             0.000   $          0.004   $         0.000    $         0.003
                                                      --------------------  ----------------   ---------------    ---------------
Weighted average number of shares outstanding
  - Basic and fully diluted                                   178,145,232        124,149,929       176,187,810        112,891,929
                                                      ===================   ================   ===============    ===============
</TABLE>

See accompanying notes to consolidated financial statements.


                                       6
<PAGE>







                 THE HARTCOURT COMPANIES, INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)
<TABLE>
<CAPTION>

                                      Preferred                 Common                       Other
                    Common Stock        Stock     Additional     Stock      Treasury Stock  Compre-                     Total
                ------------------- -------------  Paid-In    Subscriptions --------------- hensive     Accumulated  Shareholders'
 Description      Shares    Amount  Shares Amount  Capital     Receivable   Shares   Amount   Loss         Deficit      Equity
--------------- ---------- -------- ------ ------ ----------- ------------- ------ -------- ---------- ------------- ------------
<S>                <C>        <C>     <C>   <C>      <C>          <C>         <C>     <C>      <C>          <C>         <C>
Balance -
December 31,
2003           171,157,104 $171,157  1,000 $   10 $70,858,036 $ (1,842,326) 48,728 $(48,728) $(933,487) $(51,811,875) $18,259,761

Shares issued
for consulting
services           239,200      239     -      -       88,761                                                              89,000

Shares issued
for compensation   115,426      116                    61,135                                                              61,251

Shares issued
for executions
of cashless
 option            841,270      841      -      -        (841)                                                                  -

Shares issued
for acquisition
of Challenger
Group            6,824,748    6,825                 3,787,732                                                           3,794,560
Subscriptions
receivable                               -      -                 1,386,382                                             1,386,382

Net Income                               -      -                                                          113,3362       113,336
                ---------- -------- ------ ------ ----------- ------------  ------ --------  ---------  ------------  -----------
Balance -
June 30, 2004
2004            179,177748 $179,178  1,000 $   10 $74,794,826 $   (455,944) 48,728 $(48,728) $(933,487) $(51,698,539) $23,704,290
                ========== ======== ====== ====== =========== ============  ====== ========  =========  ============  ===========
</TABLE>



See accompanying notes to consolidated financial statements.


                                       7
<PAGE>




                     THE HARTCOURT COMPANIES, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)
<TABLE>
<CAPTION>
                                                                   Six Months Ended June 30,
                                                                --------------------------------
                                                                     2004              2003
                                                                ---------------    -------------
<S>                                                                   <C>                <C>
Cash flows from operating activities:
   Net gain/(loss)                                            $        113,336           276,471
   Adjustments to reconcile net loss to net cash
   used in operating activities:
   Loss/(gains) on abandonment of property and equipment              (109,359)           72,371
     Depreciation and amortization                                      55,583            62,066
     Gain on sale of affiliate                                               -          (466,655)
     Minority interest in loss/(gain) of subsidiaries                1,019,389           247,504
     Equity in loss of affiliate                                             -                 -
     Shares issued in lieu of compensation and services                150,251           184,554
     Changes in operating assets and liabilities:
     (Increase) decrease in:
       Accounts receivable                                          (3,550,613)          (93,034)
       Advances to suppliers                                        (2,633,886)
       Inventories                                                  (8,056,259)        3,867,039
       Prepaid expenses and other receivables                          408,439          (139,927)
     (Decrease) Increase in:
       Accounts payable                                              8,303,193        (4,914,889)
       Accrued expenses and other current liabilities                  620,356          (418,949)
       Deferred revenue                                              1,246,997            17,527
                                                                ---------------    -------------
Net cash used in operating activities                               (2,432,573)       (1,305,922)
                                                                ---------------    -------------
Cash flows from investing activities:
   Proceeds on notes receivable                                        339,351           100,000
   Proceeds on return of investment                                          -           243,755
   Cash decreased due to merge                                               -           (32,006
   Cash received for investments                                       231,934                 -
   Cash paid for investments                                                 -                 -
   Cash received from disposal of property and equipment               222,029                 -
   Cash acquired in acquisitions                                     3,288,016         2,940,509
   Purchase of property and equipment                                 (341,832)          (30,966)
                                                                --------------    -------------
Net cash provided by investing activities                            3,739,498         3,221,292
                                                                --------------    -------------
Cash flows from financing activities:
   Proceeds on sale of treasury stock                                        -            48,813
   Proceeds on stock subscriptions                                   1,386,382                 -
   Proceeds on loans and lines of credit                             3,692,688         2,455,749
   Proceeds from (payments to) related parties                        (747,752)          231,556
   Proceeds on (repayments of) notes payable                        (1,481,918)        1,354,349
   Payments on capital leases                                                -                 -
                                                                --------------    --------------
Net cash provided by financing activities                            2,849,400         4,090,467
                                                                --------------    --------------
                                                                --------------    --------------
Foreign currency translation                                                 -                 -
Net increase (decrease) in cash                                      4,156,325         6,005,837
Cash and cash equivalents, beginning of period                       2,486,103            79,845
                                                                --------------    -------------
Cash and cash equivalents, end of period                      $      6,642,428         6,085,682
                                                                --------------    --------------
</TABLE>

See accompanying notes to consolidated financial statements.




                                       8
<PAGE>

                 THE HARTCOURT COMPANIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            JUNE 30, 2004 (UNAUDITED)


Note 1: Organization and Nature of Operations:

The Hartcourt Companies, Inc. ("Hartcourt" or the "company") was incorporated in
Utah in 1983.  It is a holding  company  of  wholly  owned  and  majority  owned
subsidiaries conducting  distribution,  retailing and services of IT and related
products in China.

The business is grouped into two divisions,  the consumer  product  division and
the  commercial  product  division.  The  consumer  product  division  primarily
consists of exclusive  wholesale  distribution of Samsung monitors and specialty
IT product retail stores.

We have exclusive wholesale distribution rights of Samsung monitors in Shanghai,
Zhejiang  and  Guangdong  provinces,  as well  as the  Philips  monitors  in the
southern Zhejiang province. The monitors are primarily sold to retail stores and
third tier city distributors who then resell them to the local retail stores. We
provide  warranty  services to the  customers  on behalf of Samsung in our sales
territory

We operate 18 retail  stores in  Shanghai,  2 stores in Beijing  and 8 stores in
Wenzhou.  The retail stores primarily sell customized,  store assembled  desktop
computers,  branded notebooks,  computer peripherals and accessories. We provide
warranty services on our store assembled computers.

The commercial  product  division  primarily  consists of distribution of a wide
range  of IBM  products  in the  northern  China  territory  and  Shanghai.  Our
customers are mostly small and medium sized enterprises, government agencies and
third tier city  distributors.  The product lines we distribute include servers,
storages,  notebooks and desktop computers.  We source our products from several
exclusive IBM wholesale agents in China.

Manufacturers  of  computer  products  and  components  in China  contract  with
distributors,   such  as  Hartcourt,   to  augment  their  sales  and  marketing
operations.  As a stocking,  marketing and financial intermediary,  distributors
reduce  manufacturers'  costs and personnel associated with stocking and selling
of their products  (including  otherwise  sizable  investments in finished goods
inventories,  accounts receivables and distribution  networks),  while providing
geographically  dispersed selling,  order processing and delivery  capabilities.
Distributors  are able to  facilitate  customers  who  require  delivery  of the
products on schedules  that are generally not available on direct  purchase from
manufacturers,  or who have orders which are of  insufficient  size to be placed
directly with the manufacturers.


Note 2.  Basis of Presentation

The accompanying un-audited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial information and the instructions of Form 10-QSB. Accordingly,  they do
not include all of the information and footnotes  required by generally accepted
accounting principles for audited financial statements and related notes.

In the opinion of management, the accompanying un-audited consolidated financial
statements   contain  all  adjustments  (which  include  only  normal  recurring
adjustments)  necessary to present  fairly the results of their  operations  and




                                       9
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

their cash flows for the three  months  and six months  ended June 30,  2004 and
2003, respectively.  The financial statements for the three and six months ended
June 30,  2004  are  consolidated  to  include  the  accounts  of The  Hartcourt
Companies  Inc.,  its wholly owned  subsidiaries  Hartcourt  Companies  Ltd. and
Hartcourt  Capital Inc., its wholly owned  subsidiary  Ai-Asia Inc.  Hartcourt's
consolidated financial statements include the partially owned subsidiaries. They
are, 51% owned  HuaQing  Corporate  Development  Co.,  Ltd, 45% owned  GuangDong
NewHuaSun  Computer Co. Ltd., 50.5% owned Shanghai GuoWei Science and Technology
Co. Ltd, 51% owned WenZhou  ZhongNan  Group,  and 51% owned  Beijing  Challenger
Group.

The results of operations for the three and six months ended June 30, 2004 are
not necessarily indicative of the results to be expected for the entire year.

The accounting policies followed by the Company are set forth in Note A to the
Company's financial statements as stated in its report on Form 10-KSB/A for the
fiscal year ended December 31, 2003, as filed on April 20, 2004.

Note 3.  Gain/(Loss) per Share

<TABLE>
<CAPTION>

                                        Three Months    Three Months    Six Months     Six Months
                                           Ended            Ended         Ended          Ended
                                       June 30, 2004    June 30, 2003  June 30, 2004  June 30, 2003
                                       --------------  -------------- -------------- --------------
<S>                                      <C>                <C>           <C>            <C>
Net gain                                 $     55,494    $    463,387  $     113,336  $     276,471
Effects of dilutive securities           $         --    $         --  $          --  $          --
                                       --------------  -------------- -------------- --------------

Weighted average shares outstanding       178,145,242     124,149,929    176,187,810    112,891,929
                                       ==============  ============== ============== ==============

Basic and dilutive earnings per share    $      0.000    $      0.004  $       0.000  $       0.003
                                      ==============  ============== ==============  ==============
</TABLE>


On June 30, 2004, the Company had 33,010,239 and 10,300,000 warrants and options
outstanding, each exercisable into one share of common stock.

Note 4 Equity transactions during the period

During six months ended June 30, 2004,  we issued  155,000  shares of restricted
common stock valued at $46,500 for consulting services rendered in prior years.


During the six months ended June 30, 2004,  we issued 4,200 shares of restricted
common stock valued at $2,500 to a consultant for services.

During  the six  months  ended  June 30,  2004,  we  issued  841,270  shares  of
restricted  common  stock to Mr.  David  Chen,  Hartcourt's  former CEO whom had
exercised stock options  granted to him as a part of his 2002  compensation in a
cashless transaction.



                                       10
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

During  the six  months  ended  June 30,  2004,  we issued  6,824,748  shares of
restricted  common stock to the minority  shareholders of Beijing  Challenger to
acquire 51% equity of the company valued at $3.8 million.

During the six months ended June 30, 2004, we issued 80,000 shares of restricted
common stock valued at $40,000 to a consultant for his consulting services

During  the six  months  ended  June 30,  2004,  we  issued  115,426  shares  of
restricted  common stock valued at $61,250 to officers and  directors in lieu of
cash compensation

Note 5.  Subsequent Events

The Company  and the  minority  owners of Wenzhou  Zhongnan  Group have  reached
agreements to rescind the original acquisition contract entered into on June 28,
2003 to purchase 51% equity ownership of the group for a total  consideration of
$5,011,352.  The  acquisition was paid for entirely by the issuance of 8,415,370
shares of restricted  Hartcourt common stock.  Zhongnan's  financial results are
consolidated  under the operation of Hartcourt  starting October,  2003. All the
shares  issued  for  the  acquisition  are  to  be  returned  to  Hartcourt  for
cancellation.

The Board of Directors of the Company has  authorized the sale of its 45% equity
interest  in the  Guangzhou  New Huasun  equity.  A search is underway to find a
suitable buyer.  On April 24, 2003,  Hartcourt  entered a purchase  agreement to
acquire 45% of New Huasun equity for a total  consideration of $3,304,597,  paid
for entirely by the issuance of 13,769,156 shares of restricted Hartcourt common
stock.  New Huasun's  financial  statements  were  consolidated  under Hartcourt
starting May, 2003.

The company,  together with its subsidiary  Shanghai Huaqin,  has decided not to
complete the acquisition of Shanghai Peng Yang computer Company,  a retail chain
in Shanghai selling branded  notebooks.  The original  acquisition was valued at
$1.8mm for 51% of its equity,  payable in 1.53mm  restricted shares of Hartcourt
common stock.

The  transactions  contemplated by the definitive  purchase  agreement signed on
February 6, 2004 between Hartcourt and Shanghai  ServiceNet  Company will not be
completed.

On  December  30,  2003,  the  Company  issued  4,605,816  shares of  restricted
Hartcourt common stock to certain Chinese  investors for the aggregate  purchase
price of US$1,842,326, of which US$856,382, US$515,000 and US$15,000 was paid on
February  2, 20004,  February  27, 2004 and March 12,  2004,  respectively.  The
remaining US$455,945 was to be paid on June 30, 2004. The Chinese investors have
not paid the  remaining  $455,945.  As a result,  the  investors  have agreed to
return 1,139,863  shares of Hartcourt common stock to satisfy their  outstanding
obligation to the Company of $455,945.

Item 2  Management's Discussion and Analysis or Plan of Operation

General

The  following  is a  discussion  of the results of  operations  and analysis of
financial  condition  for six months ended June 30, 2004 and June 30, 2003.  The
following  discussion may be understood more fully by reference to the financial
statements,  notes to the financial statements,  and the Management's discussion
and Analysis or Plan of Operation section contained in our Annual report on Form
10-KSB/A, filed with the Securities and Exchange Commission on April 20, 2004.

                                       11
<PAGE>


Results of Operations

The  operations  of Hartcourt for the three months and six months ended June 30,
2004 consisted of operations of Huaqing (51% ownership interest),  GuoWei (50.5%
ownership  interest),  NewHuaSun (45% ownership  interest),  ZhongNan Group (51%
ownership  interest),  Challenger  Group  (51%  ownership  interest),  Hartcourt
Capital Inc. (100% ownership interest),  Hartcourt China, Inc (formerly known as
Hartcourt  Companies  Limited)  (100%  ownership  interest),  Ai-Asia Inc. (100%
ownership  interest),  and Hartcourt's  investments in other entities located in
Hong Kong and China.  The  operations  of Hartcourt for the three months and six
months ended June 30, 2003 consisted of the operations of Huaqing (45% ownership
interest acquired in February 2003),  GuoWei (45% ownership interest acquired in
April 2003),  NewHuaSun (45%  ownership  interest  acquired in April 2003),  FTL
(58.53%  ownership  interest),  Hartcourt  Companies  Limited (formerly known as
Sinobull.com  Inc.) (100% ownership  interest),  Ai-Asia Limited (100% ownership
interest),  Hartcourt  Capital Inc. (100%  ownership  interest) and  Hartcourt's
investment and advances to other entities located in US, China and Hong Kong.

Net sales and cost of sales:  The Company  recorded net sales of $70,655,261 and
$138,378,366  for the three months and six months ended June 30, 2004,  compared
to $28,112,109 and $33,834,458 for the same period in 2003. Net sales during the
three months and six months  ended June 30, 2004  represented  revenues  derived
from sales of IT products and after sales  services to commercial  customers and
consumers.  Net sales during the three months and six months ended June 30, 2003
primarily  included  revenue derived from sales of IT products sold to customers
provided by HuaQing, Guowei and NewHuasun and the related Internet and telephone
services  provided  by FTL.  The  increase  in sales was mainly due to  Huaqing,
GuoWei,   NewHuaSun,   ZhongNan  group  and  Challenger   group,  the  five  new
acquisitions  made in 2003,  compared  with two  months'  result of  Guowei  and
NewHuaSun and four months' results of Huaqing  consolidated in the quarter ended
June 30, 2003.

Cost of sales amounted to $67,148,651 and  $131,353,497 for the three months and
six months ended June 30, 2004 compared to $27,012,645  and  $32,343,510 for the
same  period in 2003.  Cost of sales for the three  months and six months  ended
June 30, 2004 represented the cost of IT products sold to customers  provided by
Huaqing, GuoWei,  NewHuaSun,  ZhongNan group and Challenger group. Cost of sales
for the three months and six months ended June 30, 2003  primarily  included the
costs  of IT  products  sold  to  customers  provided  by  HuaQing,  Guowei  and
NewHuasun;  cost of transmission  and Internet  services  provided by FTL to its
customers.

The  increase  in the gross  margin was  mainly  contributed  by the  commercial
product group while the consumer  product group had a slightly  higher margin as
well.

Selling,   general  and  administrative   expenses:  The  selling,  general  and
administrative  expenses were $2,636,358 and $5,305,424 for the three months and
six months ended June 30, 2004 compared to $760,206 and  $1,191,001 for the same
period in 2003. The increase in expenses was mainly due to the  consolidation of
newly acquired business.

Depreciation  and  amortization  expenses:  the  depreciation  and  amortization
expenses were $42,087 and $55,583 for the three months and six months ended June
30,  2004  compared  to  $18,550  and 47,250  for the same  period in 2003.  The
increase was mainly due to depreciation cost from newly acquired business.

Gain  (loss) on  disposal of  property  and  equipment:  the gain on disposal of
property  and  equipment of $109,359 for the three and six months ended June 30,
2004 compared to a loss of 72,371 for the same period in 2003. The gain was from
the disposal of one investment property owned by Huaqing.



                                       12
<PAGE>


Results of Operations - COntinued

Interest income:  Interest income were $39,946 and $56,077 for the three and six
months ended June 30, 2004  compared to $0 and $508 for the same period in 2003,
the increase was mainly in line with the increase of cash and bank balances.

Interest  expenses:  Interest  expenses were $232,539 and $465,780 for the three
months and six months ended June 30, 2004 compare to $79,742 and $92,891 for the
same period in 2003. The increase was mainly  attributable  to borrowing of cash
to finance the Samsung business growth.

Other revenue:  Other revenue mainly  represented  income from warranty services
and other after sales services.

Gain/(loss)  in  subsidiary  attributed  to minority  interest:  Gain/(loss)  in
subsidiary attributed to minority interest represented the profit/loss shared by
the minority shareholders as mentioned above.

Income tax: The Company made provision for income taxes of $355,207 and $523,037
for the three and six months  ended June 30,  2004  compared  to $58,270 for the
same period of 2003. The provision for taxes relates to the estimated  amount of
taxes that will be imposed by tax authorities in the PRC, the increase of income
tax  provision  was  mainly  due to  the  higher  profit  generated  by the  PRC
subsidiaries.

Liquidity and Capital Resources:

Hartcourt's  principal capital  requirements  during the year 2004 are funded by
bank borrowings, followed by issuing additional stocks.

As shown in the accompanying financial statements, Hartcourt incurred a net gain
of $55,494  and  $113,336  for the three and six months  ended June 30,  2004 as
compared to a net loss of $3,268 and $190,184 for the same period in 2003 (after
excluding the one-time gain on disposal of discontinued operation). In addition,
Hartcourt's  current assets  exceeded its current  liabilities by $14,624,834 on
June 30, 2004.

As of June 30, 2004, we had working capital of US$14,624,834. In addition to our
working  capital  on hand,  we  intend  to  obtain  the  required  capital  in a
combination of bank debt and sales of equity securities.  However,  there are no
commitments  or agreements  on the part of anyone to provide us with  additional
bank  financing  or  purchase  of  securities.  If we are  unable  to raise  the
additional  working  capital,  our proposed plan of operations  may be adversely
affected.

Operating  activities:  During the six months ended June 30, 2004, net cash used
by operating  activities  increased to $2,432,573  compared to $1,305,922 during
the same period in 2003.  The increase in cash used in operation  activities was
mainly in line with the expansion of business.

The cash inflow in operating  activities  resulted primarily due to the increase
of accounts payable of $8,303,193,  increase of accrued liabilities of $620,356,
increase  of deferred  revenue of  $1,246,997,  decrease of prepaid  expenses of
$408,439,  minority  interest of $1,019,389,  net operation gain of $113,336 and
other non-cash related expenses of $205,834. The outflow of operating activities
is mainly due to the increase of accounts receivable of $3,550,613,  increase of
trade deposits to suppliers of $2,633,886, increase of inventories of $8,056,259
and gain on abandonment of property and equipment of $109,359.



                                       13
<PAGE>

Liquidity and Capital Resources - Continued

Investing  activities:  Net cash provided by investing activities during the six
months ended June 30, 2004, was  $3,739,498  compared to $3,221,292 for the same
period in 2003.

The increase was mainly due to cash  generated from the disposal of one property
by Shanghai  Huaqing of $222,029 and  increase in proceeds  from the recovery of
notes receivables of $239,351.

Financing  activities:  Net cash provided by financing activities during the six
months ended June 30, 2004 was $2,849,400 compared to $4,090,467 during the same
period  in 2003.  The  decrease  was  primarily  due to lower  short  term  bank
borrowing.

As a result of the above activities,  the company  experienced a net increase in
cash of $4,156,325 for the six months ended June 30, 2004.  Most of the increase
is due to one-off  events,  such as the Beijing  Challenger  acquisition and the
proceeds from stock subscription

Off-Balance Sheet Arrangements:

We do not have any off-balance sheet financing arrangements.

Forward Looking Statements:

We make written and oral statements from time to time regarding our business and
prospects, such as projections of future performance, statements of management's
plans and  objectives,  forecasts of market  trends,  and other matters that are
forward-looking  statements  within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities  Exchange Act of 1934.  Statements
containing  the words or phrases "will likely  result," "are expected to," "will
continue," "is anticipated,"  "estimates,"  "projects,"  "believes,"  "expects,"
"anticipates,"  "intends," "target," "goal," "plans,"  "objective,"  "should" or
similar expressions  identify  forward-looking  statements,  which may appear in
documents,  reports,  filings with the Securities and Exchange Commission,  news
releases,   written   or  oral   presentations   made  by   officers   or  other
representatives  made  by  us  to  analysts,   stockholders,   investors,   news
organizations   and  others,   and   discussions   with   management  and  other
representatives of us. For such statements,  we claim the protection of the safe
harbor  for  forward-looking  statements  contained  in the  Private  Securities
Litigation Reform Act of 1995.

Our future results,  including  results related to  forward-looking  statements,
involve a number  of risks  and  uncertainties  that are  described  in our 2003
Annual Report on Form 10-KSB/A filed with the Securities and Exchange Commission
on April 20, 2004. No assurance  can be given that the results  reflected in any
forward-looking  statements will be achieved. Any forward-looking statement made
by or on behalf  of us speaks  only as of the date on which  such  statement  is
made.  Our  forward-looking  statements  are  based  upon  assumptions  that are
sometimes based upon estimates,  data, communications and other information from
suppliers,  government  agencies  and  other  sources  that  may be  subject  to
revision.  Except as required  by law, we do not  undertake  any  obligation  to
update or keep  current  either  (i) any  forward-looking  statement  to reflect
events or  circumstances  arising after the date of such statement,  or (ii) the
important  factors that could cause our future results to differ materially from
historical results or trends, results anticipated or planned by us, or which are
reflected from time to time in any  forward-looking  statement which may be made
by or on behalf of us.



                                       14
<PAGE>

Item 3.  Control and Procedures

Our management,  with the participation of our Chief Executive Officer and Chief
Financial  Officer,  has evaluated the effectiveness of our disclosure  controls
and procedures (as defined in Rule 15d-15e under the Securities  Exchange Act of
1934)  as of the  end of the  period  covered  by  this  report.  Based  on such
evaluation,  the Chief  Executive  Officer  and  Chief  Financial  Officer  have
concluded  that our  disclosure  controls  and  procedures  as of the end of the
period  covered by this report were  designed  and  functioning  effectively  to
provide reasonable assurance that the information required to be disclosed by us
in reports filed under the Security Exchange Act of 1934 is recorded,  recessed,
summarized,  and reported  within the time periods  specified in the SEC's rules
and forms.  We believe that a controls  system,  no matter how well designed and
operated,  cannot provide absolute assurance that the objectives of the controls
system are met, and no  evaluation  of controls can provide  absolute  assurance
that all control  issues and instances of fraud,  if any,  within a company have
been detected.

As required by Rule  15e-15(e)  under the  Securities  Exchange Act of 1934, our
management,  including our Chief Executive Officer and Chief Financial  Officer,
have  evaluated  our  internal  control  over  financial  reporting to determine
whether any changes  occurred  during the most recent  fiscal  quarter that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial report.  Based on this evaluation,  no such change in our
internal control over financial reporting occurred during the most recent fiscal
quarter.


                 THE HARTCOURT COMPANIES, INC. AND SUBSIDIARIES
                                OTHER INFORMATION
                            JUNE 30, 2004 (UNAUDITED)


Part II

Item 1.  LEGAL PROCEEDINGS

Securities  and Exchange  Commission v. The Hartcourt Companies, Inc., et al.,
United States  District  Court for the Central  District of California  Case No.
CV03-3698LGB(PLAx),

The  Securities  and  Exchange  Commission  has filed a  complaint  for  alleged
security  violations.  The complaint  alleges that the company illegally used an
S-8 registration  statement in 1999 to improperly raise capital,  and that false
and misleading  press releases were issued by the company from September 9, 1999
through November 18, 1999, and the SEC is seeking  disgorgement from the company
of  approximately  $800,000.00,  civil  penalties  and  interest,  as well as an
injunction  against future  securities law violations.  Court-ordered  mediation
took place on April 22,  2004,  at which the parties  were unable to resolve the
dispute.  Hartcourt  requested that the Judge order another session of mediation
and order the SEC to send to  mediation an  individual  with the power to settle
the case. A post-mediation  status conference occurred on June 1, 2004, at which
time the  District  court set a trial date on March 29,  2005.  The  company has
reserved  $1,300,000  as a contingent  liability  on its balance  sheet for this
litigation.

Apollo Financial Network, LLC vs Hartcourt



                                       15
<PAGE>

LEGAL PROCEEDINGS - Continued

Apollo Financial Network filed an action for breach of contract arising out of a
consulting  agreement which was canceled in January of 1999.  Hartcourt accepted
an offer to  compromise  which  included  the entry of judgment in the amount of
$11,500,  which  represent an amount less than the  projected  costs of defense.
Judgment in such amount was entered  against the Company on November  20,  2002.
The Company has not made the payment to the plaintiff and the liability has been
accrued.

Item 2.  Changes in Securities.

During six months ended June 30, 2004,  we issued  155,000  shares of our common
stock valued at $46,500 to a consultant  for  services.  The common  shares were
issued pursuant to Regulation S under the Act. There was no underwriter involved
in this issuance.

During the six months ended June 30, 2004,  we issued  841,270  shares of common
stock upon the net issuance of outstanding 2002 compensation  options granted to
Mr.  David  Chen,  the former CEO of  Hartcourt.  The common  shares were issued
pursuant to  Regulation S under the Act.  There was no  underwriter  involved in
this issuance.

During the six months ended June 30, 2004, we issued  6,824,748 shares of common
stock upon  acquisition  of Beijing  Challenger  Group.  The common  shares were
issued pursuant to Regulation S under the Act. There was no underwriter involved
in this issuance.

During the six months ended June 30, 2004, we issued 80,000 shares of our common
stock valued at $40,000 to a consultant  for  services.  The common  shares were
issued pursuant to Regulation S under the Act. There was no underwriter involved
in this issuance.

During  the six months  ended June 30,  2004,  we issued  115,426  shares of our
common stock valued at $61,250 to officers and directors. The common shares were
issued pursuant to Regulation S under the Act. There was no underwriter involved
in this issuance.

Item 3.  DEFAULTS UPON SENIOR SECURITIES
           Not applicable

Item 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITIES HOLDERS
           None

Item 5.  OTHER INFORMATION
           None

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits

     31.1 Certificate of CEO as Required by Rule 13a-14(a)/15d-14

     31.2 Certificate of CFO as Required by Rule 13a-14(a)/15d-14

     32   Certificate  of CEO as  Required  by  Rule  Rule  13a-14(b)  and  Rule
          15d-14(b)  (17 CFR  240.15d-14(b))  and Section  1350 of Chapter 63 of
          Title 18 of the United States Code

     (b) Reports on Form 8-K

     On June 3, 2004,  the board of  directors  of the  Company  elected  Carrie
     Hartwick  to its  board  of  directors  and  appointed  her  as the  CEO of
     Hartcourt in addition to her President and CFO responsibility.  File Number
     04852902. Incorporated herein by reference.

On July 14, 2004, the founder of Hartcourt,  Dr. Alan Phan,  converted his 1,000
shares of preferred  stock into 2,000,000  shares of restricted  common stock of
Hartcourt. File Number 04921695. Incorporated herein by reference.


                                       16
<PAGE>


                                   SIGNATURES

In accordance  with the  requirements  of the Exchange Act, the  registrant  has
caused  this  report  signed on its behalf by the  undersigned,  thereunto  duly
authorized.

                                The Hartcourt Companies, Inc.

Date: August 13, 2004

By: /s/ Carrie Hartwick
--------------------------------
        Carrie Hartwick
        Chief Executive Officer
        Chief Financial Officer


                                       17
<PAGE>