4-Apr-2005
Sale of Equity
ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES
On March 29, 2005, The Hartcourt Companies, Inc. (the "Company") entered into a Share Purchase Agreement to issue and sell 8,500,000 shares of its common stock in an offshore transaction under Regulation S of the Securities and Exchange Commission to Mr. Jian Zhou, Ms Lili Li, Mr. Chong Sui Keung, Mr. Yarong Huang and Mr. Guolin Su at $0.05 per share for total gross proceeds of US$425,000.
On March 29, 2005, the Company entered into a Share Purchase Agreement to sell 17,142,857 shares of its common stock in an offshore transaction under Regulation S to Ever Growth Holdings Ltd at $0.035 per share for total gross proceeds of US$600,000.
The Company effected the private offering of its shares in order to raise capital to pay the court judgment of its lawsuit with the Securities and Exchange Commission. The Company's board of directors authorized the private offering of unregistered shares at a discounted price from the then current price of the Company's publicly traded shares as the most expeditious way to raise the necessary funds.
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