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mr don

02/23/04 9:54 PM

#47793 RE: commoname #47781

To me it doesn t look like our div will be worth much o well. We will make it big on HRCT. This is taken from the 8k Shareholders should be aware of certain special
considerations, including, among other things,
that: (i) FTL has a history of operating at a loss;
(ii) FTL will need to obtain additional financing
in order to fund its operating losses; (iii) FTL
has no operating history as a separate public
company; (iv) Hartcourt's financial and, following
a transition period, certain other support of FTL
will be discontinued following the Distribution;
(v) the Distribution will be taxable to Hartcourt
shareholders; (v) FTL operates in markets that are
highly competitive; (vi) payment of cash dividends
is not expected for the foreseeable future; and
(vii) there has been no prior public market for FTL
common stock and the market prices may be volatile.



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MisterEC

02/23/04 10:11 PM

#47798 RE: commoname #47781

The record date for the distribution is long past. It is not a dividend it is a distribution. The value of this distribution is unknown at this time. I suspect we could use the first day closing price of the shares, as they will be listed before we get them.

"The Hartcourt Companies, Inc. ("Hartcourt") plans to distribute to each record holder of Hartcourt common stock, $0.001 par value, as of the close of business on October 17, 2003 (the "Record Date"), .09232471 share of the $0.001 par value common stock of Financial Telecom Limited (USA), Inc. ("FTL" or the "Company"), for each share of Hartcourt common stock owned as of the close of business on the Record Date (the "Distribution"). Hartcourt is mailing this
information statement to you on or about ________, 2003 in order to provide you with certain information about FTL.

Hartcourt currently owns 15,100,000 shares of FTL's outstanding common stock, representing all of FTL's outstanding capital stock, and will effect the Distribution as of the close of business on _________, 2004 the "Distribution Date"). As a result, 100% of the outstanding shares of FTL common stock will be distributed to holders of Hartcourt common stock on a pro rata basis. Hartcourt shareholders will not be asked to give any consideration for receiving shares of FTL common stock. There is no current market for the FTL common stock. FTL is in the process of applying to have its common stock included on the OTC Bulletin Board. If its application is granted, trading is expected to commence during the first quarter of 2004. The Distribution is contingent upon the application for listing being approved."