949427--9/13/2007--HARTCOURT_COMPANIES

related topics

{regulation, change, law}

{acquisition, growth, future}

{product, market, service}

{stock, price, share}

{competitive, industry, competition}

{investment, property, distribution}

{operation, international, foreign}

{capital, credit, financial}

{operation, natural, condition}

{control, financial, internal}

{customer, product, revenue}

{stock, price, operating}

IMPORTANT FACTORS THAT MAY AFFECT OUR BUSINESS, OUR OPERATING RESULTS AND OUR STOCK PRICE RISKS RELATING TO THE VOCATIONAL TRAINING BUSINESS WE EXPECT TO MAKE A SIGNIFICANT INVESTMENT IN OUR NEW BUSINESS STRATEGIES AND INITIATIVES, INCLUDING ACQUISITIONS, WHICH COULD DISRUPT OUR BUSINESS AND HAVE ADVERSE EFFECT ON OUR OPERATING RESULTS. WE EXPECT TO EXPERIENCE SIGNIFICANT COMPETITION FROM BOTH PRIVATE AND PUBLIC EDUCATION INSTITUTIONS. IF WE CANNOT FIND AND ACQUIRE THE TARGET SCHOOLS, OUR STRATEGY WILL LIKELY FAIL. OUR EDUCATION BUSINESS WILL BE HIGHLY SEASONAL. WE HAVE INCURRED SIGNIFICANT LOSSES IN THE PAST AND HAVE A HISTORY OF NEGATIVE CASH FLOW FROM OPERATIONS AND MAY NOT ACHIEVE OR SUSTAIN CONSISTENT PROFITABILITY, WHICH COULD RESULT IN A DECLINE IN THE VALUE OF OUR COMMON STOCK OR OUR INABILITY TO SUPPORT OUR OPERATIONS OR FUTURE CAPITAL REQUIREMENTS. WE MAY HAVE TO ISSUE ADDITIONAL STOCK PURSUANT TO OUR ACQUISITION AGREEMENTS IF OUR STOCK IS NOT QUOTED AT AT LEAST $0.50 PER SHARE, RESULTING IN DILUTION TO SHAREHOLDERS. RISKS ASSOCIATED WITH OUR IT DISTRIBUTION BUSINESS. IF WE CANNOT MAINTAIN DISTRIBUTION AGREEMENTS WITH OUR KEY VENDORS DURING THE TRANSITION PERIOD TO OUR NEW BUSINESS, OUR ON-GOING BUSINESS WILL BE SEVERELY IMPACTED OR FAIL. IF WE ARE UNABLE TO COMPETE SUCCESSFULLY IN THE HIGHLY COMPETITIVE MARKETS FOR THE NOTEBOOK COMPUTER AND PRODUCTS, INCLUDING OUR CURRENT OR POTENTIAL COMPETITORS GAINING COMPETITIVE ADVANTAGE THROUGH PARTNERING OR ACQUISITION, OUR BUSINESS WILL MATERIALLY BE ADVERSELY AFFECTED. IF WE ARE UNABLE TO ANTICIPATE CHANGING TECHNOLOGY TRENDS AND CUSTOMER NEEDS, OUR BUSINESS MAY BECOME OBSOLETE AND IRRELEVANT AND OUR BUSINESS WILL BE MATERIALLY ADVERSELY AFFECTED. IF SAMSUNG DOES NOT RENEW OR TERMINATES OUR DISTRIBUTION AGREEMENT, WE WILL NOT HAVE A IT DISTRIBUTION BUSINESS TO SELL. RISKS ASSOCIATED WITH OUR BUSINESS THE LIQUIDITY OF OUR COMMON STOCK IS AFFECTED BY ITS LIMITED TRADING ABILITY. THE LACK OF BUSINESS INSURANCE COVERAGE IN CHINA COULD MATERIALLY AND ADVERSELY AFFECT OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATION SHOULD ANY MAJOR CATASTROPHIC DISASTER OCCURS. OUR CURRENT CAPITAL STRUCTURE MAY NOT BE SUFFICIENT FOR US TO ACQUIRE NEW BUSINESS OR MAINTAIN ON GOING OPERATIONS. COMPLIANCE WITH NEW RULES AND REGULATIONS CONCERNING CORPORATE GOVERNANCE MAY BE COSTLY AND TIME CONSUMING. IF THE PRC GOVERNMENT FINDS THAT THE STRUCTURE FOR OPERATING OUR CHINA BUSINESS DOES NOT COMPLY WITH PRC GOVERNMENT RESTRICTIONS ON FOREIGN INVESTMENT IN THE IT DISTRIBUTION INDUSTRY, WE COULD BE COMPELLED TO RESTRUCTURE OUR INVESTMENT OR ABANDON OUR INVESTMENT. RISKS RELATING TO THE PEOPLE'S REPUBLIC OF CHINA. SUBSTANTIALLY ALL OF OUR ASSETS ARE LOCATED IN CHINA AND SUBSTANTIALLY ALL OF OUR REVENUES ARE DERIVED FROM OUR OPERATIONS IN CHINA. ACCORDINGLY, THE CHINESE LAWS, RULES AND REGULATIONS WHICH CAN BE DIFFERENT FROM THE US LAWS, ARE PREVALENT IN GOVERNING OUR BUSINESS ACTIVITIES IN CHINA.

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949427--9/13/2007--HARTCOURT_COMPANIES_INC