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Tuesday, 03/30/2004 2:38:32 PM

Tuesday, March 30, 2004 2:38:32 PM

Post# of 92667
NOTIFICATION OF LATE FILING OMB APPROVAL
SEC File No. 001-12671
CUSIP NUMBER

(CHECK ONE):

/x/ Form 10-K


For Period Ended: December 31, 2003





PART I - REGISTRANT INFORMATION


The Hartcourt Companies, Inc.
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

(a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof,
[X] will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The Registrant's independent auditors have not yet completed the audit of the Registrant's December 31, 2003 consolidated financial statements.

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