SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          THE HARTCOURT COMPANIES INC.
             (Exact name of Registrant as specified in its charter)

                                      UTAH
         (State or other jurisdiction of incorporation or organization)

                                   87-0400541
                       (IRS Employer Identification No.)

            4695 MacArthur Court, Suite 530, Newport Beach, CA 92660
          (Address of Principal Executive Offices, including ZIP Code)

     Consulting/Fee/Option Agreements with Fred G. Luke, individually and as
     President of NuVen Advisors Inc., Archer & Weed, John A. Furutani, Esq.
                                   and Yan Wu
                            (Full title of the plan)

   Dr. Alan V. Phan, 4695 MacArthur Court, Suite 530, Newport Beach, CA 92660
                     (Name and address of agent for service)

                                 (949) 833-5381
          (Telephone number, including area code, of agent for service)

                                                        [HARTCORT\FS8:MAY1999]-5

                                                         1

<PAGE>

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

                                                                                Proposed
                                                          Proposed               Maximum
                                                           Maximum              Aggregate          Amount of
   Title of Securities       Amount of Shares             Offering              Offering         Registration
    to be Registered         to be Registered        Price Per Share(1)         Price(1)              Fee
------------------------- -----------------------  ---------------------- -------------------- -----------------
<S>                       <C>                      <C>                    <C>                  <C>

$.01 par value
Common Stock                              118,110           $1.27         $         149,999.70 $           32.83

$.01 par value
Common Stock
underlying options                      1,000,000          $.50           $         500,000.00 $          278.00

$.01 par value
Common Stock                               18,000          $1.27          $          22,860.00 $            5.00

$.01 par value
Common Stock                                1,513          $1.27          $           1,921.51 $             .42

$.01 par value
Common Stock
underlying options                      1,000,000           $1.25         $          1,250,000 $          278.00

TOTALS                                  2,137,623           N/A           $       1,924,781.21 $          594.25

</TABLE>

(1)  This  calculation  is made  solely  for the  purposes  of  determining  the
     registration  fee  pursuant  to the  provisions  of Rule  457(h)  under the
     Securities  Act and is  calculated  on the  basis  of the par  value of the
     common  stock since there is no quotation by any market or exchange and the
     Common Stock is not reported on the OTC Bulletin Board.

                                                        [HARTCORT\FS8:MAY1999]-5

                                                         2

<PAGE>

                                   PROSPECTUS

                          THE HARTCOURT COMPANIES INC.
                         4695 MacArthur Court, Suite 530
                             Newport Beach, CA 92660
                                 (949) 833-5381

                       (2,137,623 SHARES OF COMMON STOCK)

         This  Prospectus  relates  to the  offer  and  sale  by  The  Hartcourt
Companies Inc., a Utah corporation  (the  "Company"),  of shares of its $.01 par
value per share  common stock (the "Common  Stock") to certain  consultants  and
advisors  (the  "Consultants")  pursuant to consulting  agreements  entered into
between the Company and the  Consultants for payment of services  rendered.  The
Company is  registering  hereunder  and then  issuing,  upon receipt of adequate
consideration  therefor,  to the Consultants 2,137,623 shares of Common Stock in
consideration for services to be performed under the respective agreements.

         The Common Stock is not subject to any restriction on  transferability.
Recipients  of shares  other than  persons who are  "affiliates"  of the Company
within the  meaning of the  Securities  Act of 1933 (the  "Act") may sell all or
part  of the  shares  in any  way  permitted  by  law,  including  sales  in the
over-the-counter  market at prices  prevailing  at the time of such sale. Of the
shares registered hereunder, there are no shares being registered for affiliates
of the Company.  An affiliate is summarily,  any director,  executive officer or
controlling  shareholder  of the  Company  or  anyone  of its  subsidiaries.  An
"affiliate"  of the  Company  is  subject  to  Section  16(b) of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act"). If an Employee who is not
now an "affiliate" becomes an "affiliate" of the Company in the future, he would
then be subject to Section 16(b) of the Exchange Act. (See "General  Information
- Restrictions on Resales").

                  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
                  BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
                  COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
                  THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
                  A CRIMINAL OFFENSE.

                 The date of this Prospectus is August 25, 1999

                                                        [HARTCORT\FS8:MAY1999]-5

                                                         3

<PAGE>

         This Prospectus is part of a Registration Statement which was filed and
became  effective under the Securities Act of 1933, as amended (the  "Securities
Act"), and does not contain all of the information set forth in the Registration
Statement, certain portions of which have been omitted pursuant to the rules and
regulations  promulgated  by the U.S.  Securities and Exchange  Commission  (the
"Commission")  under the Securities Act. The statements in this Prospectus as to
the contents of any contracts or other  documents  filed as an exhibit to either
the  Registration  Statement or other filings by the Company with the Commission
are qualified in their entirety by the reference thereto.

         A copy of any  document or part  thereof  incorporated  by reference in
this Prospectus but not delivered herewith will be furnished without charge upon
written  or oral  request.  Requests  should  be  addressed  to:  The  Hartcourt
Companies Inc., 4695 MacArthur Court,  Suite 530, Newport Beach, CA 92660, (949)
833-5381,

         The Company is subject to the  reporting  requirements  of the Exchange
Act and in accordance  therewith  files reports and other  information  with the
Commission.  These  reports,  as  well  as  the  proxy  statements,  information
statements and other information filed by the Company under the Exchange Act may
be inspected  and copied at the public  reference  facilities  maintained by the
Commission  at 450 Fifth  Street,  N.W.  Washington  D.C.  20549.  Copies may be
obtained at the  prescribed  rates.  The Company=s  stock has been traded on the
over-the-counter  market  since 1994 and is  currently  reported by the National
Quotation Bureau Electronic Bulletin Board.

         No person has been  authorized to give any  information  or to make any
representation,  other than those contained in this Prospectus, and, if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company.  This Prospectus does not constitute an offer or
a  solicitation  by anyone in any state in which  such is not  authorized  or in
which the person  making  such is not  qualified  or to any person to whom it is
unlawful to make an offer or solicitation.

         Neither the  delivery of this  Prospectus  nor any sale made  hereunder
shall, under any circumstances, create any implication that there has not been a
change in the affairs of the Company since the date hereof.

                                                        [HARTCORT\FS8:MAY1999]-5

                                                         4

<PAGE>

                                TABLE OF CONTENTS

Information Required in the Section 10(a) Prospectus ......................6

Item 1.  Plan Information..................................................6

         General Information...............................................6
                   The Company.............................................6
                  Purposes.................................................6
                  Common Stock.............................................6
                   The Consultants.........................................6
                   No Restrictions on Transfer.............................6
                   Tax Treatment to the Consultants........................6
                   Tax Treatment to the Company............................7
                   Restrictions on Resales.................................7

Documents Incorporated by Reference and Additional Information.............8

Item 2.  Registrant Information and Employee Plan Annual Information.......8
                   Legal Opinion and Experts...............................8
                   Indemnification of Officers and Directors...............8

Information Required in the Registration Statement.........................9

Item 3.  Incorporation of Documents by Reference...........................9

Item 4.  Description of Securities.........................................9

Item 5.  Interests of Named Experts and Counsel............................9

Item 6.  Indemnification of Directors and Officers.........................9

Item 7.  Exemption from Registration Claimed...............................10

Item 8.  Exhibits..........................................................10

Item 9.  Undertakings......................................................11

Signatures . . . . . . . . ................................................14

Exhibit Index . . . . .....................................................15

                                                        [HARTCORT\FS8:MAY1999]-5

                                                         5

<PAGE>

                                     PART I

                    INFORMATION REQUIRED IN THE SECTION 10(a)

                                   PROSPECTUS

Item 1.           Plan Information

GENERAL INFORMATION

The Company

         The  Company  has its  principal  executive  offices at 4695  MacArthur
Court,  Suite 530,  Newport Beach, CA 92660,where its telephone  number is (949)
833-5381.

Purposes

         The Common  Stock to be issued by the  Company  to certain  Consultants
will be issued pursuant to agreements  entered into between  Consultants and the
Company,  which the  agreements  have been approved by the Board of Directors of
the Company (the "Board of Directors"). The agreements are intended to provide a
method whereby the Company may be stimulated by the personal  involvement of the
Consultants in the Company's future prosperity,  thereby advancing the interests
of the Company, and all of its shareholders.  Copies of the agreements have been
filed as exhibits to this Registration Statement.

Common Stock

         The Board has authorized the issuance of up to 2,137,623  shares of the
Common Stock to the  Consultants  and upon  effectiveness  of this  Registration
Statement.

The Consultants

         The  Consultants  have agreed to provide their  expertise and advice to
the Company for the purposes set forth in their agreements with the Company.

No Restrictions on Transfer

         The  Consultants  will become the record and  beneficial  owners of the
shares of Common Stock upon issuance and delivery and are entitled to all of the
rights of  ownership,  including  the right to vote any  shares  awarded  and to
receive ordinary cash dividends on the Common Stock.

Tax Treatment to the Consultants

         The Common Stock is not qualified  under Section 401(a) of the Internal
Revenue Code. The  Consultants,  therefore,  will be required for federal income
tax purposes to recognize  ordinary  income during the taxable year in which the
first of the following events occurs: (a) the shares become freely transferable,

                                                        [HARTCORT\FS8:MAY1999]-5

                                                         6

<PAGE>

or (b) the  shares  cease to be  subject to a  substantial  risk of  forfeiture.
Accordingly,  absent  a  specific  contractual  provision  to the  contrary  the
Consultants  will receive  compensation  taxable at ordinary  rates equal to the
fair  market  value of the shares on the date of receipt  since there will be no
substantial risk of forfeiture or other  restrictions on transfer.  If, however,
the  Consultants  receive  shares of common stock pursuant to the exercise of an
option or options at an exercise price below the fair market value of the shares
on the date of exercise,  the difference between the exercise price and the fair
market value of the stock on the date of exercise will be deemed ordinary income
for federal income tax purposes.  The  Consultants  are urged to consult each of
their tax advisors on this matter.  Further, if any recipient is an "affiliate",
Section  16(b) of the  Exchange Act is  applicable  and will affect the issue of
taxation.

Tax Treatment to the Company

         The  amount  of  income  recognized  by  any  recipient   hereunder  in
accordance with the foregoing  discussion  will be an expense  deductible by the
Company for  federal  income tax  purposes  in the  taxable  year of the Company
during which the recipient recognizes income.

Restrictions on Resales

         In the event that an affiliate of the Company acquires shares of Common
Stock hereunder,  the affiliate will be subject to Section 16(b) of the Exchange
Act.  Further,  in the event that any affiliate  acquiring  shares hereunder has
sold or sells  any  shares  of  Common  Stock  in the six  months  preceding  or
following the receipt of shares hereunder,  any so called "profit",  as computed
under Section 16(b) of the Exchange Act,  would be required to be disgorged from
the recipient to the Company.  Services  rendered have been  recognized as valid
consideration  for the  "purchase"  of shares in  connection  with the  "profit"
computation under Section 16(b) of the Exchange Act. The Company has agreed that
for the purpose of any "profit"  computation  under 16(b) the price paid for the
Company=s  Common Stock issued  hereunder to affiliates is equal to the value of
services  rendered.  Shares of the Company=s Common Stock acquired  hereunder by
persons other than  affiliates  are not subject to Section 16(b) of the Exchange
Act.

                                                        [HARTCORT\FS8:MAY1999]-5

                                                         7

<PAGE>

                       DOCUMENTS INCORPORATED BY REFERENCE
                                       AND
                             ADDITIONAL INFORMATION

         The Company hereby  incorporates  by reference (i) its annual report on
Form 10-KSB for the year ended  December 31, 1998,  filed pursuant to Section 13
of the Exchange Act, (ii) any and all Quarterly  Reports and Current  Reports on
Forms  10-Q (or  10-QSB or 8-K)  filed  under the  Securities  or  Exchange  Act
subsequent to the filing of the Company=s Annual Report on Form 10-K (or 10-KSB)
for the fiscal year ended  December 31, 1998, as well as all other reports filed
under  Section 13 of the Exchange Act, and (iii) its annual  report,  if any, to
shareholders  delivered pursuant to Rule 14a-3 of the Exchange Act. In addition,
all further  documents filed by the Company pursuant to Section 13, 14, or 15(d)
of the Exchange Act prior to the  termination  of this offering are deemed to be
incorporated  by reference into this Prospectus and to be a part hereof from the
date of filing.  All documents which when together,  constitute this Prospectus,
will be sent or given to  participants  by the  Registrant  as specified by Rule
428(b)(1) of the Securities Act.

Item 2.           Registrant Information and Employee Plan Annual Information

         A copy of any  document or part  thereof  incorporated  by reference in
this  Registration  Statement  but not  delivered  with this  Prospectus  or any
document  required to be delivered  pursuant to Rule 428(b) under the Securities
Act will be  furnished  without  charge upon written or oral  request.  Requests
should be addressed to: The Hartcourt  Companies  Inc.,  4695  MacArthur  Court,
Suite 530, Newport Beach, CA 92660, (949) 833-5381.

Legal Opinion and Experts

         Richard  O.  Weed  has  rendered  an  opinion  on the  validity  of the
securities being registered.  Mr. Weed is not an "affiliate" of the Company.  He
does not currently own any shares of the Company's common stock.

         The financial  statements of The Hartcourt Companies Inc.  incorporated
by reference in this  Prospectus  for the year ended December 31, 1998 have been
audited by Harlan & Boettger, LLP, independent certified public accountants,  as
set forth in their report incorporated herein by reference, and are incorporated
herein in reliance  upon such report  given upon the  authority  of said firm as
experts in auditing and accounting.

Indemnification of Officers and Directors

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, or persons controlling the Company,
the  Company  has been  informed  that in the  opinion  of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

                                                        [HARTCORT\FS8:MAY1999]-5

                                                         8

<PAGE>

                                     PART II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

Item 3.                  Incorporation of Documents by Reference

         Registrant  hereby  states  that  (i) all  documents  set  forth in (a)
through  (c),  below,  are  incorporated  by  reference  in  this   registration
statement,  and (ii) all documents  subsequently filed by registrant pursuant to
Section 13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as
amended, prior to the filing of a post-effective  amendment which indicates that
all securities  offered have been sold or which de-registers all securities then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
registration  statement  and to be a part hereof from the date of filing of such
documents.

               (a) Registrant's latest Annual Report,  whether filed pursuant to
          Section 13(a) or 15(d) of the Exchange Act;

               (b) All other reports filed pursuant to Section 13(a) or 15(d) of
          the  Exchange  Act since the end of the fiscal year  covered by annual
          report referred to in (a), above; and

               (c) The latest prospectus filed pursuant to Rule 424(b) under the
          Securities Act.

Item 4.                  Description of Securities

         No  description  of the class of  securities  (i.e.  the $.01 par value
Common Stock) is required under this item because the Common Stock is registered
under Section 12 of the Exchange Act.

Item 5.                   Interests of Named Experts and Counsel

         Mr. Weed has not nor does he presently  own any shares of the Company's
common stock.

Item 6.                   Indemnification of Directors and Officers

         Article VII,  Section 1 of the Company=s  Bylaws limit the liability of
any officer or Director and permit the Company to indemnify  its  directors  and
officers as follows:

         "No officer or Director shall be personally  liable for any obligations
         of the corporation or for any duties or obligations  arising out of any
         acts or conduct of said officer or director  performed for or on behalf
         of the corporation. The corporation shall and does hereby indemnify and
         hold  harmless each person and his heirs and  administrators  who shall
         serve at any time hereafter as a Director or officer of the corporation
         from and against any and all claims, judgments and liabilities to which
         such persons shall become subject by reason of his having heretofore or
         hereafter been a Director or officer of the corporation or by reason of
         any  action  alleged  to have been  heretofore  or  hereafter  taken or
         omitted  to have been taken by him as such  Director  or  officer,  and
         shall  reimburse  each such person for all legal and all other expenses
         reasonably  incurred  by him in  connection  with  any  such  claim  or
         liability,  including  power to defend  such  person  from all suits or

                                                        [HARTCORT\FS8:MAY1999]-5

                                                         9

<PAGE>

         claims  as  provided  for  under the  provisions  of the Utah  Business
         corporation  Act;  provided,  however,  that no such  person  shall  be
         indemnified  against,  or be  reimbursed  for, any expense  incurred in
         connection  with  any  claim  or  liability  arising  out  of  his  own
         negligence  or willful  misconduct.  The rights  accruing to any person
         under the  foregoing  provisions  of this section shall not exclude any
         right to which he may lawfully be entitled,  nor shall anything  herein
         contained  restrict  the  right  of the  corporation  to  indemnify  or
         reimburse such person in any proper case, even though not  specifically
         herein  provided  for.  The  corporation,   its  directors,   officers,
         Consultants and agents shall be fully protected in taking any action or
         making any payment, or in refusing so to do in reliance upon the advice
         of counsel.@

Item 7.           Exemption from Registration Claimed

                  Not applicable.

Item 8.           Exhibits

                   (a)  The  following  exhibits  are  filed  as  part  of  this
         registration  statement  pursuant to Item 601 of Regulation S-B and are
         specifically incorporated herein by this reference:

         Exhibit No.      Title

         1.               Not required.
         2.               Not required.
         3.               Not required.
         4.               Not applicable.
         5.               Opinion of Richard O. Weed regarding the legality of
                          the securities registered.
         6.               Not required.
         7.               Not required.
         8.               Not required.
         9.               Not required.
         10.              A.        Option Agreement with Fred G. Luke,
                                    individually and as President of NuVen
                                    Advisors Inc.
                          B.        Fee Agreement with Archer & Weed
                          C.        Fee Agreement with John A. Furutani, Esq.
                          D.        Fee and Option Agreement with Yan Wu
         11.              Not required.
         12.              Not required.
         13.              Not required.
         14.              Not required.
         15.              Not required.
         16.              Not required.
         17.              Not required.
         18.              Not required.
         19.              Not required.
         20.              Not required.
         21.              Not required.
         22.              Not required.
         23.              Not required.

                                                       [HARTCORT\FS8:MAY1999]-5

                                                        10

<PAGE>

         Exhibit No.      Title

         24.1             Consent of Richard O. Weed,  special  counsel to
                          registrant,  to the use of his opinion with respect to
                          the legality of the securities being registered hereby
                          and to the references to him in the  Prospectus  filed
                          as a part hereof.
         24.2             Consent of Harlan & Boettger, LLP
         25.              Not applicable.
         26.              Not applicable.
         27.              Not applicable.
         28.              Not applicable.
         29.              Not applicable.

         Item 9.           Undertakings

         Insofar as indemnification for liabilities arising under the Securities
Act  may  be  permitted  to  directors,  officers  and  controlling  persons  of
registrant pursuant to the foregoing  provisions,  or otherwise,  registrant has
been advised that in the opinion of the Securities and Exchange  Commission such
indemnification  is against public policy as expressed in the Securities Act and
is  therefore,  unenforceable.  In the event  that a claim  for  indemnification
against  such  liabilities  (other  than the payment by  registrant  of expenses
incurred or paid by a director,  officer or controlling  person of registrant in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, registrant will, unless in the opinion of its counsel the matter has
been  settled  by  controlling  precedent,  submit  to a  court  of  appropriate
jurisdiction the question whether such  indemnification is against public policy
as expressed in the Act and will be governed by the final  adjudication  of such
issue.

         Registrant hereby undertakes:

          (1)  To file,  during  any  period in which  offers or sales are being
               made, a post-effective  amendment to this registration  statement
               to:

               (i)  include any prospectus required by Section 10 (a) (3) of the
                    Securities Act;

               (ii) reflect in the  prospectus any facts or events arising after
                    the  effective  date of the  registration  statement (or the
                    most  recent   post-effective   amendment   thereof)  which,
                    individually  or in the aggregate,  represents a fundamental
                    change  in the  information  set  forth in the  registration
                    statement;  (iii)  include  any  material  information  with
                    respect to the plan of distribution not previously disclosed
                    in the registration statement or any material change to such
                    information in the registration statement;

               provided, however, paragraphs (i) and (ii) shall not apply if the
               information required to be included in a post-effective amendment
               by those  paragraphs are  incorporated by reference from periodic
               reports filed by the registrant  small business  issuer under the
               Exchange Act.

          (2)  That,  for the purpose of  determining  any  liability  under the
               Securities Act, each post-effective amendment to the registration
               statement  shall be  deemed  to be a new  registration  statement
               relating to the  securities  offered  therein and the offering of
               such  securities  at that time shall be deemed to be the  initial
               bona fide offering thereof.

                                                        [HARTCORT\FS8:MAY1999]-5

                                                        11

<PAGE>
          (3)  To  remove  from   registration  by  means  of  a  post-effective
               amendment any of the  securities  being  registered  which remain
               unsold at the termination of the offering.

          (4)  To deliver or cause to be delivered with the prospectus,  to each
               person to whom the prospectus is sent or given, the latest annual
               report to security  holders that is  incorporated by reference in
               the  prospectus  and  furnished   pursuant  to  and  meeting  the
               requirements  of Rule  14a-3 or Rule 14e-3  under the  Securities
               Exchange Act of 1934;  and, where interim  financial  information
               require to be presented by Article 3 of Regulation S-X is not set
               forth in the prospectus,  to deliver, or cause to be delivered to
               each person to whom the  prospectus is sent or given,  the latest
               quarterly  report that is specifically  incorporated by reference
               in the prospectus to provide such interim financial information.

         Registrant  hereby  undertakes  that, for purposes of  determining  any
liability under the Securities Act of 1933,  each filing of registrant's  annual
report  pursuant  to Section  13(a) of the  Securities  Act of 1934 (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities  Exchange Act of 1934) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

                                                        [HARTCORT\FS8:MAY1999]-5

                                                        12

<PAGE>

                                   SIGNATURES



         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on  its  behalf  by  the  undersigned  thereunto  duly
authorized in the City of Newport Beach,  State of California on the 25th day of
August, 1999.

                                        The Hartcourt Companies Inc.
                                        (Registrant)

                                        By:  /s/  Dr. Alan V. Phan
                                             ----------------------------------
                                                  Dr. Alan V. Phan, President

         Pursuant  to  the  requirements  of the  1933  Act,  this  registration
statement  or  amendment  has  been  signed  by  the  following  persons  in the
capacities and on the dates indicated:

Signatures                    Title          Date
------------------------      --------       ---------------

/s/  Dr. Alan V. Phan         Director       August 25, 1999
------------------------
     D. Alan V. Phan

/s/  Fred G. Luke             Director       August 25, 1999
------------------------
     Fred G. Luke

/s/  Jon L. Lawver            Director       August 25, 1999
-------------------------
     Jon L. Lawver

                                                        [HARTCORT\FS8:MAY1999]-5

                                                        13

<PAGE>

                         FORM S-8 REGISTRATION STATEMENT

                                  EXHIBIT INDEX



         The following Exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-B and are specifically  incorporated herein
by this reference:

     Exhibit
    Number in
  Registration                                                        Numbered
    Statement       Description                                         Page
---------------     --------------------------------------------      --------

5.                  Opinion of Counsel ....................................16

10.                 A.       Option Agreement with Fred G. Luke
                             individually, and as President of NuVen
                             Advisors Inc. ................................19
                    B.       Fee Agreement with Archer & Weed .............24
                    C.       Fee Agreement with John A. Furutani, Esq. ....27
                    D.       Fee and Option Agreement with Yan Wu .........30

24.1                Consent of Richard O. Weed to Use of Opinion ..........40

24.2                Consent of Harlan & Boettger, LLP .....................41

                                                        [HARTCORT\FS8:MAY1999]-5

                                                        15
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{"company-data": {"conformed-name": "HARTCOURT COMPANIES INC", "cik": "0000949427", "assigned-sic": "3950", "irs-number": "870400541", "state-of-incorporation": "UT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-86641", "film-number": "99706825"}, "business-address": {"street1": "2049 CENTURY PARK EAST", "street2": "SUITE 3760", "city": "LOS ANGELES", "state": "CA", "zip": "90067", "phone": "3107882634"}, "mail-address": {"street1": "2049 CENTURY PARK EAST", "street2": "SUITE 3760", "city": "LOS ANGELES", "state": "CA", "zip": "90067"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          THE HARTCOURT COMPANIES INC.
             (Exact name of Registrant as specified in its charter)

                                      UTAH
         (State or other jurisdiction of incorporation or organization)

                                   87-0400541
                       (IRS Employer Identification No.)

            4695 MacArthur Court, Suite 530, Newport Beach, CA 92660
          (Address of Principal Executive Offices, including ZIP Code)

     Consulting/Fee/Option Agreements with Fred G. Luke, individually and as
     President of NuVen Advisors Inc., Archer & Weed, John A. Furutani, Esq.
                                   and Yan Wu
                            (Full title of the plan)

   Dr. Alan V. Phan, 4695 MacArthur Court, Suite 530, Newport Beach, CA 92660
                     (Name and address of agent for service)

                                 (949) 833-5381
          (Telephone number, including area code, of agent for service)

                                                        [HARTCORT\FS8:MAY1999]-5

                                                         1
CALCULATION OF REGISTRATION FEE

                                                                                Proposed
                                                          Proposed               Maximum
                                                           Maximum              Aggregate          Amount of
   Title of Securities       Amount of Shares             Offering              Offering         Registration
    to be Registered         to be Registered        Price Per Share(1)         Price(1)              Fee
------------------------- -----------------------  ---------------------- -------------------- -----------------
$.01 par value
Common Stock                              118,110           $1.27         $         149,999.70 $           32.83

$.01 par value
Common Stock
underlying options                      1,000,000          $.50           $         500,000.00 $          278.00

$.01 par value
Common Stock                               18,000          $1.27          $          22,860.00 $            5.00

$.01 par value
Common Stock                                1,513          $1.27          $           1,921.51 $             .42

$.01 par value
Common Stock
underlying options                      1,000,000           $1.25         $          1,250,000 $          278.00

TOTALS                                  2,137,623           N/A           $       1,924,781.21 $          594.25
(1)  This  calculation  is made  solely  for the  purposes  of  determining  the
     registration  fee  pursuant  to the  provisions  of Rule  457(h)  under the
     Securities  Act and is  calculated  on the  basis  of the par  value of the
     common  stock since there is no quotation by any market or exchange and the
     Common Stock is not reported on the OTC Bulletin Board.

                                                        [HARTCORT\FS8:MAY1999]-5

                                                         2
PROSPECTUS

                          THE HARTCOURT COMPANIES INC.
                         4695 MacArthur Court, Suite 530
                             Newport Beach, CA 92660
                                 (949) 833-5381

                       (2,137,623 SHARES OF COMMON STOCK)

         This  Prospectus  relates  to the  offer  and  sale  by  The  Hartcourt
Companies Inc., a Utah corporation  (the  "Company"),  of shares of its $.01 par
value per share  common stock (the "Common  Stock") to certain  consultants  and
advisors  (the  "Consultants")  pursuant to consulting  agreements  entered into
between the Company and the  Consultants for payment of services  rendered.  The
Company is  registering  hereunder  and then  issuing,  upon receipt of adequate
consideration  therefor,  to the Consultants 2,137,623 shares of Common Stock in
consideration for services to be performed under the respective agreements.

         The Common Stock is not subject to any restriction on  transferability.
Recipients  of shares  other than  persons who are  "affiliates"  of the Company
within the  meaning of the  Securities  Act of 1933 (the  "Act") may sell all or
part  of the  shares  in any  way  permitted  by  law,  including  sales  in the
over-the-counter  market at prices  prevailing  at the time of such sale. Of the
shares registered hereunder, there are no shares being registered for affiliates
of the Company.  An affiliate is summarily,  any director,  executive officer or
controlling  shareholder  of the  Company  or  anyone  of its  subsidiaries.  An
"affiliate"  of the  Company  is  subject  to  Section  16(b) of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act"). If an Employee who is not
now an "affiliate" becomes an "affiliate" of the Company in the future, he would
then be subject to Section 16(b) of the Exchange Act. (See "General  Information
- Restrictions on Resales").

                  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
                  BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
                  COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
                  THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
                  A CRIMINAL OFFENSE.

                 The date of this Prospectus is August 25, 1999

                                                        [HARTCORT\FS8:MAY1999]-5

                                                         3
This Prospectus is part of a Registration Statement which was filed and
became  effective under the Securities Act of 1933, as amended (the  "Securities
Act"), and does not contain all of the information set forth in the Registration
Statement, certain portions of which have been omitted pursuant to the rules and
regulations  promulgated  by the U.S.  Securities and Exchange  Commission  (the
"Commission")  under the Securities Act. The statements in this Prospectus as to
the contents of any contracts or other  documents  filed as an exhibit to either
the  Registration  Statement or other filings by the Company with the Commission
are qualified in their entirety by the reference thereto.

         A copy of any  document or part  thereof  incorporated  by reference in
this Prospectus but not delivered herewith will be furnished without charge upon
written  or oral  request.  Requests  should  be  addressed  to:  The  Hartcourt
Companies Inc., 4695 MacArthur Court,  Suite 530, Newport Beach, CA 92660, (949)
833-5381,

         The Company is subject to the  reporting  requirements  of the Exchange
Act and in accordance  therewith  files reports and other  information  with the
Commission.  These  reports,  as  well  as  the  proxy  statements,  information
statements and other information filed by the Company under the Exchange Act may
be inspected  and copied at the public  reference  facilities  maintained by the
Commission  at 450 Fifth  Street,  N.W.  Washington  D.C.  20549.  Copies may be
obtained at the  prescribed  rates.  The Company=s  stock has been traded on the
over-the-counter  market  since 1994 and is  currently  reported by the National
Quotation Bureau Electronic Bulletin Board.

         No person has been  authorized to give any  information  or to make any
representation,  other than those contained in this Prospectus, and, if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company.  This Prospectus does not constitute an offer or
a  solicitation  by anyone in any state in which  such is not  authorized  or in
which the person  making  such is not  qualified  or to any person to whom it is
unlawful to make an offer or solicitation.

         Neither the  delivery of this  Prospectus  nor any sale made  hereunder
shall, under any circumstances, create any implication that there has not been a
change in the affairs of the Company since the date hereof.

                                                        [HARTCORT\FS8:MAY1999]-5

                                                         4
TABLE OF CONTENTS

Information Required in the Section 10(a) Prospectus ......................6

Item 1.  Plan Information..................................................6

         General Information...............................................6
                   The Company.............................................6
                  Purposes.................................................6
                  Common Stock.............................................6
                   The Consultants.........................................6
                   No Restrictions on Transfer.............................6
                   Tax Treatment to the Consultants........................6
                   Tax Treatment to the Company............................7
                   Restrictions on Resales.................................7

Documents Incorporated by Reference and Additional Information.............8

Item 2.  Registrant Information and Employee Plan Annual Information.......8
                   Legal Opinion and Experts...............................8
                   Indemnification of Officers and Directors...............8

Information Required in the Registration Statement.........................9

Item 3.  Incorporation of Documents by Reference...........................9

Item 4.  Description of Securities.........................................9

Item 5.  Interests of Named Experts and Counsel............................9

Item 6.  Indemnification of Directors and Officers.........................9

Item 7.  Exemption from Registration Claimed...............................10

Item 8.  Exhibits..........................................................10

Item 9.  Undertakings......................................................11

Signatures . . . . . . . . ................................................14

Exhibit Index . . . . .....................................................15

                                                        [HARTCORT\FS8:MAY1999]-5

                                                         5
PART I

                    INFORMATION REQUIRED IN THE SECTION 10(a)

                                   PROSPECTUS

Item 1.           Plan Information

GENERAL INFORMATION

The Company

         The  Company  has its  principal  executive  offices at 4695  MacArthur
Court,  Suite 530,  Newport Beach, CA 92660,where its telephone  number is (949)
833-5381.

Purposes

         The Common  Stock to be issued by the  Company  to certain  Consultants
will be issued pursuant to agreements  entered into between  Consultants and the
Company,  which the  agreements  have been approved by the Board of Directors of
the Company (the "Board of Directors"). The agreements are intended to provide a
method whereby the Company may be stimulated by the personal  involvement of the
Consultants in the Company's future prosperity,  thereby advancing the interests
of the Company, and all of its shareholders.  Copies of the agreements have been
filed as exhibits to this Registration Statement.

Common Stock

         The Board has authorized the issuance of up to 2,137,623  shares of the
Common Stock to the  Consultants  and upon  effectiveness  of this  Registration
Statement.

The Consultants

         The  Consultants  have agreed to provide their  expertise and advice to
the Company for the purposes set forth in their agreements with the Company.

No Restrictions on Transfer

         The  Consultants  will become the record and  beneficial  owners of the
shares of Common Stock upon issuance and delivery and are entitled to all of the
rights of  ownership,  including  the right to vote any  shares  awarded  and to
receive ordinary cash dividends on the Common Stock.

Tax Treatment to the Consultants

         The Common Stock is not qualified  under Section 401(a) of the Internal
Revenue Code. The  Consultants,  therefore,  will be required for federal income
tax purposes to recognize  ordinary  income during the taxable year in which the
first of the following events occurs: (a) the shares become freely transferable,

                                                        [HARTCORT\FS8:MAY1999]-5

                                                         6
or (b) the  shares  cease to be  subject to a  substantial  risk of  forfeiture.
Accordingly,  absent  a  specific  contractual  provision  to the  contrary  the
Consultants  will receive  compensation  taxable at ordinary  rates equal to the
fair  market  value of the shares on the date of receipt  since there will be no
substantial risk of forfeiture or other  restrictions on transfer.  If, however,
the  Consultants  receive  shares of common stock pursuant to the exercise of an
option or options at an exercise price below the fair market value of the shares
on the date of exercise,  the difference between the exercise price and the fair
market value of the stock on the date of exercise will be deemed ordinary income
for federal income tax purposes.  The  Consultants  are urged to consult each of
their tax advisors on this matter.  Further, if any recipient is an "affiliate",
Section  16(b) of the  Exchange Act is  applicable  and will affect the issue of
taxation.

Tax Treatment to the Company

         The  amount  of  income  recognized  by  any  recipient   hereunder  in
accordance with the foregoing  discussion  will be an expense  deductible by the
Company for  federal  income tax  purposes  in the  taxable  year of the Company
during which the recipient recognizes income.

Restrictions on Resales

         In the event that an affiliate of the Company acquires shares of Common
Stock hereunder,  the affiliate will be subject to Section 16(b) of the Exchange
Act.  Further,  in the event that any affiliate  acquiring  shares hereunder has
sold or sells  any  shares  of  Common  Stock  in the six  months  preceding  or
following the receipt of shares hereunder,  any so called "profit",  as computed
under Section 16(b) of the Exchange Act,  would be required to be disgorged from
the recipient to the Company.  Services  rendered have been  recognized as valid
consideration  for the  "purchase"  of shares in  connection  with the  "profit"
computation under Section 16(b) of the Exchange Act. The Company has agreed that
for the purpose of any "profit"  computation  under 16(b) the price paid for the
Company=s  Common Stock issued  hereunder to affiliates is equal to the value of
services  rendered.  Shares of the Company=s Common Stock acquired  hereunder by
persons other than  affiliates  are not subject to Section 16(b) of the Exchange
Act.

                                                        [HARTCORT\FS8:MAY1999]-5

                                                         7
DOCUMENTS INCORPORATED BY REFERENCE
                                       AND
                             ADDITIONAL INFORMATION

         The Company hereby  incorporates  by reference (i) its annual report on
Form 10-KSB for the year ended  December 31, 1998,  filed pursuant to Section 13
of the Exchange Act, (ii) any and all Quarterly  Reports and Current  Reports on
Forms  10-Q (or  10-QSB or 8-K)  filed  under the  Securities  or  Exchange  Act
subsequent to the filing of the Company=s Annual Report on Form 10-K (or 10-KSB)
for the fiscal year ended  December 31, 1998, as well as all other reports filed
under  Section 13 of the Exchange Act, and (iii) its annual  report,  if any, to
shareholders  delivered pursuant to Rule 14a-3 of the Exchange Act. In addition,
all further  documents filed by the Company pursuant to Section 13, 14, or 15(d)
of the Exchange Act prior to the  termination  of this offering are deemed to be
incorporated  by reference into this Prospectus and to be a part hereof from the
date of filing.  All documents which when together,  constitute this Prospectus,
will be sent or given to  participants  by the  Registrant  as specified by Rule
428(b)(1) of the Securities Act.

Item 2.           Registrant Information and Employee Plan Annual Information

         A copy of any  document or part  thereof  incorporated  by reference in
this  Registration  Statement  but not  delivered  with this  Prospectus  or any
document  required to be delivered  pursuant to Rule 428(b) under the Securities
Act will be  furnished  without  charge upon written or oral  request.  Requests
should be addressed to: The Hartcourt  Companies  Inc.,  4695  MacArthur  Court,
Suite 530, Newport Beach, CA 92660, (949) 833-5381.

Legal Opinion and Experts

         Richard  O.  Weed  has  rendered  an  opinion  on the  validity  of the
securities being registered.  Mr. Weed is not an "affiliate" of the Company.  He
does not currently own any shares of the Company's common stock.

         The financial  statements of The Hartcourt Companies Inc.  incorporated
by reference in this  Prospectus  for the year ended December 31, 1998 have been
audited by Harlan & Boettger, LLP, independent certified public accountants,  as
set forth in their report incorporated herein by reference, and are incorporated
herein in reliance  upon such report  given upon the  authority  of said firm as
experts in auditing and accounting.

Indemnification of Officers and Directors

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, or persons controlling the Company,
the  Company  has been  informed  that in the  opinion  of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

                                                        [HARTCORT\FS8:MAY1999]-5

                                                         8
PART II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

Item 3.                  Incorporation of Documents by Reference

         Registrant  hereby  states  that  (i) all  documents  set  forth in (a)
through  (c),  below,  are  incorporated  by  reference  in  this   registration
statement,  and (ii) all documents  subsequently filed by registrant pursuant to
Section 13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as
amended, prior to the filing of a post-effective  amendment which indicates that
all securities  offered have been sold or which de-registers all securities then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
registration  statement  and to be a part hereof from the date of filing of such
documents.

               (a) Registrant's latest Annual Report,  whether filed pursuant to
          Section 13(a) or 15(d) of the Exchange Act;

               (b) All other reports filed pursuant to Section 13(a) or 15(d) of
          the  Exchange  Act since the end of the fiscal year  covered by annual
          report referred to in (a), above; and

               (c) The latest prospectus filed pursuant to Rule 424(b) under the
          Securities Act.

Item 4.                  Description of Securities

         No  description  of the class of  securities  (i.e.  the $.01 par value
Common Stock) is required under this item because the Common Stock is registered
under Section 12 of the Exchange Act.

Item 5.                   Interests of Named Experts and Counsel

         Mr. Weed has not nor does he presently  own any shares of the Company's
common stock.

Item 6.                   Indemnification of Directors and Officers

         Article VII,  Section 1 of the Company=s  Bylaws limit the liability of
any officer or Director and permit the Company to indemnify  its  directors  and
officers as follows:

         "No officer or Director shall be personally  liable for any obligations
         of the corporation or for any duties or obligations  arising out of any
         acts or conduct of said officer or director  performed for or on behalf
         of the corporation. The corporation shall and does hereby indemnify and
         hold  harmless each person and his heirs and  administrators  who shall
         serve at any time hereafter as a Director or officer of the corporation
         from and against any and all claims, judgments and liabilities to which
         such persons shall become subject by reason of his having heretofore or
         hereafter been a Director or officer of the corporation or by reason of
         any  action  alleged  to have been  heretofore  or  hereafter  taken or
         omitted  to have been taken by him as such  Director  or  officer,  and
         shall  reimburse  each such person for all legal and all other expenses
         reasonably  incurred  by him in  connection  with  any  such  claim  or
         liability,  including  power to defend  such  person  from all suits or

                                                        [HARTCORT\FS8:MAY1999]-5

                                                         9
claims  as  provided  for  under the  provisions  of the Utah  Business
         corporation  Act;  provided,  however,  that no such  person  shall  be
         indemnified  against,  or be  reimbursed  for, any expense  incurred in
         connection  with  any  claim  or  liability  arising  out  of  his  own
         negligence  or willful  misconduct.  The rights  accruing to any person
         under the  foregoing  provisions  of this section shall not exclude any
         right to which he may lawfully be entitled,  nor shall anything  herein
         contained  restrict  the  right  of the  corporation  to  indemnify  or
         reimburse such person in any proper case, even though not  specifically
         herein  provided  for.  The  corporation,   its  directors,   officers,
         Consultants and agents shall be fully protected in taking any action or
         making any payment, or in refusing so to do in reliance upon the advice
         of counsel.@

Item 7.           Exemption from Registration Claimed

                  Not applicable.

Item 8.           Exhibits

                   (a)  The  following  exhibits  are  filed  as  part  of  this
         registration  statement  pursuant to Item 601 of Regulation S-B and are
         specifically incorporated herein by this reference:

         Exhibit No.      Title

         1.               Not required.
         2.               Not required.
         3.               Not required.
         4.               Not applicable.
         5.               Opinion of Richard O. Weed regarding the legality of
                          the securities registered.
         6.               Not required.
         7.               Not required.
         8.               Not required.
         9.               Not required.
         10.              A.        Option Agreement with Fred G. Luke,
                                    individually and as President of NuVen
                                    Advisors Inc.
                          B.        Fee Agreement with Archer & Weed
                          C.        Fee Agreement with John A. Furutani, Esq.
                          D.        Fee and Option Agreement with Yan Wu
         11.              Not required.
         12.              Not required.
         13.              Not required.
         14.              Not required.
         15.              Not required.
         16.              Not required.
         17.              Not required.
         18.              Not required.
         19.              Not required.
         20.              Not required.
         21.              Not required.
         22.              Not required.
         23.              Not required.

                                                       [HARTCORT\FS8:MAY1999]-5

                                                        10
Exhibit No.      Title

         24.1             Consent of Richard O. Weed,  special  counsel to
                          registrant,  to the use of his opinion with respect to
                          the legality of the securities being registered hereby
                          and to the references to him in the  Prospectus  filed
                          as a part hereof.
         24.2             Consent of Harlan & Boettger, LLP
         25.              Not applicable.
         26.              Not applicable.
         27.              Not applicable.
         28.              Not applicable.
         29.              Not applicable.

         Item 9.           Undertakings

         Insofar as indemnification for liabilities arising under the Securities
Act  may  be  permitted  to  directors,  officers  and  controlling  persons  of
registrant pursuant to the foregoing  provisions,  or otherwise,  registrant has
been advised that in the opinion of the Securities and Exchange  Commission such
indemnification  is against public policy as expressed in the Securities Act and
is  therefore,  unenforceable.  In the event  that a claim  for  indemnification
against  such  liabilities  (other  than the payment by  registrant  of expenses
incurred or paid by a director,  officer or controlling  person of registrant in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, registrant will, unless in the opinion of its counsel the matter has
been  settled  by  controlling  precedent,  submit  to a  court  of  appropriate
jurisdiction the question whether such  indemnification is against public policy
as expressed in the Act and will be governed by the final  adjudication  of such
issue.

         Registrant hereby undertakes:

          (1)  To file,  during  any  period in which  offers or sales are being
               made, a post-effective  amendment to this registration  statement
               to:

               (i)  include any prospectus required by Section 10 (a) (3) of the
                    Securities Act;

               (ii) reflect in the  prospectus any facts or events arising after
                    the  effective  date of the  registration  statement (or the
                    most  recent   post-effective   amendment   thereof)  which,
                    individually  or in the aggregate,  represents a fundamental
                    change  in the  information  set  forth in the  registration
                    statement;  (iii)  include  any  material  information  with
                    respect to the plan of distribution not previously disclosed
                    in the registration statement or any material change to such
                    information in the registration statement;

               provided, however, paragraphs (i) and (ii) shall not apply if the
               information required to be included in a post-effective amendment
               by those  paragraphs are  incorporated by reference from periodic
               reports filed by the registrant  small business  issuer under the
               Exchange Act.

          (2)  That,  for the purpose of  determining  any  liability  under the
               Securities Act, each post-effective amendment to the registration
               statement  shall be  deemed  to be a new  registration  statement
               relating to the  securities  offered  therein and the offering of
               such  securities  at that time shall be deemed to be the  initial
               bona fide offering thereof.

                                                        [HARTCORT\FS8:MAY1999]-5

                                                        11
(3)  To  remove  from   registration  by  means  of  a  post-effective
               amendment any of the  securities  being  registered  which remain
               unsold at the termination of the offering.

          (4)  To deliver or cause to be delivered with the prospectus,  to each
               person to whom the prospectus is sent or given, the latest annual
               report to security  holders that is  incorporated by reference in
               the  prospectus  and  furnished   pursuant  to  and  meeting  the
               requirements  of Rule  14a-3 or Rule 14e-3  under the  Securities
               Exchange Act of 1934;  and, where interim  financial  information
               require to be presented by Article 3 of Regulation S-X is not set
               forth in the prospectus,  to deliver, or cause to be delivered to
               each person to whom the  prospectus is sent or given,  the latest
               quarterly  report that is specifically  incorporated by reference
               in the prospectus to provide such interim financial information.

         Registrant  hereby  undertakes  that, for purposes of  determining  any
liability under the Securities Act of 1933,  each filing of registrant's  annual
report  pursuant  to Section  13(a) of the  Securities  Act of 1934 (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities  Exchange Act of 1934) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

                                                        [HARTCORT\FS8:MAY1999]-5

                                                        12
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on  its  behalf  by  the  undersigned  thereunto  duly
authorized in the City of Newport Beach,  State of California on the 25th day of
August, 1999.

                                        The Hartcourt Companies Inc.
                                        (Registrant)

                                        By:  /s/  Dr. Alan V. Phan
                                             ----------------------------------
                                                  Dr. Alan V. Phan, President

         Pursuant  to  the  requirements  of the  1933  Act,  this  registration
statement  or  amendment  has  been  signed  by  the  following  persons  in the
capacities and on the dates indicated:

Signatures                    Title          Date
------------------------      --------       ---------------

/s/  Dr. Alan V. Phan         Director       August 25, 1999
------------------------
     D. Alan V. Phan

/s/  Fred G. Luke             Director       August 25, 1999
------------------------
     Fred G. Luke

/s/  Jon L. Lawver            Director       August 25, 1999
-------------------------
     Jon L. Lawver

                                                        [HARTCORT\FS8:MAY1999]-5

                                                        13
FORM S-8 REGISTRATION STATEMENT

                                  EXHIBIT INDEX

         The following Exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-B and are specifically  incorporated herein
by this reference:

     Exhibit
    Number in
  Registration                                                        Numbered
    Statement       Description                                         Page
---------------     --------------------------------------------      --------

5.                  Opinion of Counsel ....................................16

10.                 A.       Option Agreement with Fred G. Luke
                             individually, and as President of NuVen
                             Advisors Inc. ................................19
                    B.       Fee Agreement with Archer & Weed .............24
                    C.       Fee Agreement with John A. Furutani, Esq. ....27
                    D.       Fee and Option Agreement with Yan Wu .........30

24.1                Consent of Richard O. Weed to Use of Opinion ..........40

24.2                Consent of Harlan & Boettger, LLP .....................41

                                                        [HARTCORT\FS8:MAY1999]-5

                                                        15