Replies to post #91609 on Hartcourt Companies (fka HRCT)

[bar1080]

"Stardust, Inc.-Production-recording-Promotion ("Stardust"), a
corporation organized under the laws of the State of Utah in September 1983,
acquired all of the outstanding shares of Harcourt Investments, a Nevada
corporation, for 6,110,337 shares of Stardust common stock (after taking into
account a reverse stock split and stock dividend) pursuant to an Agreement and
Plan of Reorganization dated November 5, 1994. At the time of this acquisition,
Stardust was a "shell" corporation with no assets, business or operations.
Subsequent to the acquisition of Harcourt Investments, Stardust changed its name
to "The Hartcourt Companies, Inc."

Harcourt Investments was organized under the laws of the State of
Nevada in April 1993, to engage in the design, manufacture and sale of writing
instruments. Harcourt Investments entered into a Stock Exchange Agreement dated
August 8, 1994 with Eastern Rocester Limited's 60% interest in Xinhui Harchy
Modern Pens, Ltd. (The "Xinhui JV"), a joint venture located in the Guangdong
province of the People's Republic of China ("China"), in exchange for 250,000
shares of Harcourt Investments common stock, representing 80% of the common
stock of Harcourt Investments outstanding immediately subsequent to the joint
venture agreement governing the Xinhui JV entered into in October 1995, the
Company's interest was reduced to a 52% interest in the Xinhui JV, with the
remaining 48% held by the Xinhui Orient Light Industrial Corp.

Hartcourt Pen was organized under the laws of the State of Nevada in
October 1993 to engage in the sale of writing instruments. Hartcourt Pen entered
into an Agreement and Plan of Reorganization dated December 1, 1994 with
Harcourt Investments, pursuant to which Harcourt Investments acquired all of the
outstanding shares of Hartcourt Pen in exchange for 38,625 shares of Harcourt
Investments common stock. In connection with this transaction, 1,000 shares of
Harcourt Investments Original Preferred Stock were issued to Dr. Alan Phan in
consideration of certain intangible assets and services rendered by Dr. Phan in
connection with the establishment of Hartcourt Pen. Hartcourt Pen currently is
in the business of importing pens, markers and components from China, Germany,
Taiwan and Italy for assembly (often by others) in the United States. It
conducts certain limited research and development activities in the United
States, but engages in no domestic manufacturing activities."