Exhibit 14.01

Code of Ethics and Conduct for Directors, Officers and Employees

It is the policy of  Hartcourt  Companies,  Inc.,  a Delaware  corporation  (the
"Company"),  that the  directors,  officers and  employees of the Company and of
each of its subsidiaries  (collectively,  the "Company") adhere to the following
principles  governing their  professional and ethical conduct in the fulfillment
of their respective responsibilities:

 1.  Each  director,  officer and employee  shall act with honesty and integrity
     and in an  ethical  manner.  Each  director,  officer  and  employee  shall
     endeavor  to  deal  fairly  with  the   Company's   customers,   suppliers,
     competitors and employees.
 2.  Each  director,  officer and  employee  shall avoid  conflicts  of interest
     between his or her  personal,  private  interests  and the interests of the
     Company and seek to avoid the appearance of such  conflicts of interest.  A
     conflict  of interest  may arise when an  individual  takes  actions or has
     interests  that  make it  difficult  to  perform  his or her  Company  work
     objectively and effectively, or when an individual uses his or her position
     at  the  Company  for  improper  personal  benefit.  Actual  and  potential
     conflicts of interest must be promptly called to the attention of the Chief
     Executive  Officer  or  Chief  Financial   Officer  of  the  Company.   Any
     transactions  or   relationships   of  a  director  or  executive   officer
     potentially  involving  any such  conflict of interest  shall be prohibited
     except  with the  prior  written  consent  of the  Audit  Committee  of the
     Company's  Board of Directors.  Any such conflicts of interest or potential
     conflicts  of  interest  shall be  resolved  in an ethical  manner with due
     consideration being given to the legitimate interests of the Company.
 3.  Each   director,   officer   and   employee   shall   perform  his  or  her
     responsibilities  and  duties in such a manner as to ensure  that  periodic
     reports  required to be filed with the Securities  and Exchange  Commission
     and  other  public  communications  made by the  Company,  including  press
     releases and spoken  statements,  contain  information  that is full, fair,
     accurate, timely and understandable.
 4.  Each director,  officer and employee shall comply with the laws of all U.S.
     and non-U.S. governmental entities applicable to the Company, and the rules
     and  regulations  of  agencies  having   jurisdiction   over  the  Company,
     including,  but not limited to, the laws  pertaining to insider  trading of
     Company securities.
 5.  Each director,  officer and employee shall act in good faith,  responsibly,
     with due care and diligence,  without  misrepresenting or omitting material
     facts or allowing his or her independent judgment to be compromised.
 6.  Each director,  officer and employee shall respect the  confidentiality  of
     information  acquired  in  the  course  of  the  performance  of his or her
     responsibilities,  except  when  authorized  by  persons  with  appropriate
     authority or legally obligated to disclose such  information.  No director,
     officer or  employee  shall use  confidential  information  acquired in the
     course  of the  performance  of his or her  responsibilities  for  improper
     personal  advantage.  The prohibitions of this paragraph are intended to be
     in  addition  to,  and not in  limitation  of,  any  other  obligations  of
     confidentiality a director, officer or employee owes to the Company.
 7.  Each director,  officer and employee shall  proactively  attempt to promote
     ethical behavior among his or her subordinates and peers.
 8.  Each director,  officer and employee shall use Company assets and resources
     employed  by or  entrusted  to  him  or her  in a  responsible  manner  for
     legitimate business purposes and not for improper personal advantage.
 9.  No director,  officer or employee shall exploit corporate  opportunities or
     compete with the Company.

Any  violation  or  potential  violation of this code by a director or executive
officer  should be  promptly  reported to the Chief  Executive  Officer or Chief
Financial Officer of the Company,  who will report all such reported  violations
and potential violations to the Audit Committee of the Board of Directors of the
Company. Any such violation or potential violation also may be reported directly
to the Audit Committee or any member thereof, or to any executive officer within
the Company that the person reporting deems to be appropriate.  There will be no
reprisals  for  reporting an actual or possible  violation of this code provided
the reporting person is not a party to or responsible for (alone or with others)
the  violation.  With respect to directors  and  executive  officers,  the Audit
Committee  shall have the power and  authority to monitor  compliance  with this
code,   investigate   potential  or  alleged   violations  of  the  code,   make
determinations  (including  acting on requests for waivers  from the  provisions
hereof) and make  recommendations  to appropriate  executive  officers or to the
Board of Directors with respect to penalties and  consequences for violations of
this code. The appropriate executive officers of the Company and, in the case of
violations or alleged violations by executive officers of the Company, the Board
of  Directors of the Company are  authorized  to take  appropriate  disciplinary
action, including dismissal of the offender (after opportunity to be heard). If,
in the  determination  of the Board of Directors with the assistance of counsel,
any violation  amounts to, or  potentially  amounts to,  illegal  activity,  the
Company may report the violation to appropriate authorities.

Any violation or potential  violation of this code by an employee,  other than a
director  or  executive  officer,  should  be  promptly  reported  to the  Chief
Executive  Officer or Chief Financial Officer of the Company or to any executive
officer within the Company that the person  reporting  deems to be  appropriate.
Employees  who violate this code may be subject to  disciplinary  action  (after
opportunity to be heard).  It is also important to understand  that violation of
certain  of the  policies  set forth in this  code may  subject  the  individual
employee to civil  liability and damages,  regulatory  sanction  and/or criminal
prosecution.  There will be no  reprisals  for  reporting  an actual or possible
violation  of this  code  provided  the  reporting  person  is not a party to or
responsible for (alone or with others) the violation.

Each  director and  executive  officer of the Company  shall be required,  on an
annual basis,  to acknowledge  and certify as to his or her compliance with this
code to the Audit Committee.

Any waivers of this code for  directors  and  executive  officers of the Company
must be approved by the Board of  Directors  of the Company and must be promptly
disclosed (including the reasons for the waiver) in the Company's public filings
in  accordance  with law and SEC and  Nasdaq  rules.  In  addition,  substantive
amendments  to this code must be  promptly  disclosed  in the  Company's  public
filings in accordance with law and SEC rules.