For a description of the plan of distributionshares, and the selling stockholders will bear all commissions and discounts, if any, attributable to the sales of the shares.

their shares.

WHERE YOU CAN FIND MORE INFORMATION

        We have filed withthat date.

        We have no operating history, and no experience in marketing and selling the contributed assets in the Chinese and Brazilian markets. Although we recently acquired INTAC, substantially all of INTAC's revenues to date have been in its distribution/ telecommunications segment which were sold pursuant to the distribution business sale, and INTAC had only recently refocused its business model to the career development and training services segment and INTAC has$1.12, respectively.  There is a limited experience in this industry. We face substantial risks that our results of operations will be materially and adversely affected by the shift in focus if we are unable to successfully implement INTAC's refocused business plans and develop apublic market for the contributed assets. We are an early stage company with a limited operating history upon which investorsour common stock, and others can evaluate our current business and prospects. Our prospects must be considered in light of the many risks, uncertainties, expenses, delays, and difficulties frequently encountered by companies in their early stages of development. Some of the risks and difficulties we expect to encounter include our ability to:

•

successfully commercialize and monetize the contributed assets;



•

continue to raise additional working capital, the lack of which would likely have a significant negative impact on our long term business plan and our ability to take advantage of our strategic alliances and to successfully execute our expansion plan;



•

manage our expense structure as a U.S. public company including, without limitation, compliance with provisions implemented as a result of the Sarbanes Oxley Act;



•

manage the anticipated rise in operating expenses;



•

manage and implement successfully new business strategies including, if applicable, new strategies resulting from the merger of HSW and Discovery Communications, LLC and the accompanying changes to the agreements between HSW and us;



•

adapt and successfully execute our evolving and unpredictable business model, with which we will have only limited experience;



•

establish and take advantage of contacts and strategic relationships;



•

adapt to our intended diversification into other industries and geographic regions;



•

manage and adapt to rapidly changing and expanding operations;



•

implement and improve operational, financial and management systems and processes;



•

respond effectively to competitive developments;



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attract, retain and motivate qualified personnel; and



•

manage each of the other risks set forth in this prospectus.

        Because of the lack of operating history for INTAC and HSW International and the early stage of our development, we will have limited insight into trends and conditions that may exist or might emerge and affect our business, especially with respect to the online publishing, career development and training and education markets. We cannot be certain that our business strategy will be successful

or that it will successfully address these risks. Any failure by us to successfully implement our new business plans could have a material adverse effect on our business, results of operations and financial condition.

We may not succeed in marketing and monetizing the contributed assets to potential customers or developing strategic partnerships for the distribution of its products and services.

        Our plans to market and monetize the contributed assets in the Chinese and Brazilian online markets through the Internet are new and unproven. Moreover, we will have limited experience in determining the pricing of the products and services that will be developed with the contributed assets. Because we have never marketed or sold these products and services, we may not be successful in establishing a customer base or strategic partnerships for the distribution of our products and services. If we are not successful in developing, releasing and marketing these products and services on a profitable basis, our results of operations would be materially and adversely affected.

        We do not have significant experience in the Brazilian marketplace. Additionally, we may not have the resources available to simultaneously develop operations in China and Brazil. Accordingly, there may be a delay in developing such operations in Brazil, which could affect our business plan and results of operations.

        In addition, any delay in developing our operations in Brazil may play a factor in our decision to exercise our option to acquire the exclusive digital publishing rights for the content in India and Russia. The option expires as early as April 2, 2009 (unless such option period is extended pursuant to an agreement between HSW and HSW International), and our failure to exercise such option may have an adverse affect on our ability to expand our international operations, which could affect our business plan and results of operations.

The growth we seek is rare.

        Substantial future growth will be required in order for us to realize our business objectives. Growth of this magnitude is rare. To the extent we are capable of growing our business as necessary, we expect that such growth will place a significant strain on our managerial, operational and financial resources. We must manage our growth, if any, through appropriate systems and controls in each of these areas. We must also establish, train and manage a larger work force. If we do not manage the growth of our business effectively, our business, results of operations and financial condition could be materially and adversely affected.

We will face intense competition, which could have an adverse effect on our business, financial condition and results of operations.

        The online publishing, career development and training and education markets are highly competitive. We will encounter significant competition across our business lines and in each market in which we offers our products and services.

        In the online publishing market, we expect that our competitors will include national Internet portals in China such as Baidu, NetEase.com, Shanda Interactive Entertainment, Sina, sohu.com and tom.com, which will compete with the combined company for online advertising revenue and end users.

        INTAC's primary historical competitors in the career development and training and education markets have included universities and private firms offering software and telecommunications related training, several local and national, primarily Chinese firms, some of which offer more complete product lines than INTAC, dedicated job search websites such as 51job.com, ChinaHR.com, Cjol.com and Zhaopin.com, national Internet portals in China such as NetEase.com, sina.com, sohu.com and tom.com, each of which provides online recruitment services, and executive search firms and other

competitors currently engaged in print advertising that have started to internally develop or acquire online capabilities.

        Many of INTAC's historical competitors and our potential competitors have long operating histories, may have greater financial, management, technological development, sales, marketing and other resources than we do, and may be able to adopt our business model or adopt alternative models that we cannot match.provide assurances that a more active trading market will develop.  As a result of competition, we may experience reduced margins, losslow trading volume in our common stock, the purchase or sale of marketa relatively small number of shares could result in significant share or less useprice fluctuations.

The sale of INTAC's wireless handset distribution business and shift in our strategic focusdeemed to the online publishing, career training and development and education markets could have an adverse effect on our business, financial condition and results of operations.

        INTAC's wireless handset distribution business accounted for approximately 95% of its total revenues for the third quarter of fiscal year 2007 and approximately 92% of its total revenues for the fiscal year ended September 30, 2006. INTAC has shifted its business focus from the wireless handset distribution business, which INTAC Holdings has sold to Cyber, to the career training and development and education markets in order to focus on businesses with more attractive growth opportunities and higher margins than the wireless handset distribution business. We intend to continue this revised business strategy, as well as focusing on the online publishing market using the contributed assets. The diversion of our management and resources to this revised business strategy may adversely affect our business, financial condition and results of operations, and there is no guarantee that we will be able to offset the sale of the wireless handset distribution business through comparable growth in our online publishing, career training and development, and education businesses.

We will be subject to risks of customers defaulting on payments due.

        In some cases, we will give credit terms to customers for the balance outstanding if they have an established and good payment history. INTAC's Career Development Services had a net trade receivable balance of approximately $4.6 million as of September 30, 2007. This receivables balance relates primarily to Huana Xinlong and the sale of educational software to school districts within China. These school districts pay for their software purchases using funds supplied by the Chinese government. Historically, this funding takes many months, which is typical of the business process in China. As of September 30, 2007, approximately $1.6 million of INTAC's trade receivable balance relates to sales of educational software completed before September 30, 2005 and is fully reserved. While we believe these Career Development Services receivables to be fully collectible, the timing of the collections cannot be estimated with certainty. Access to courts in China is less certain than in the United States, and furthermore it is difficult to assess the possibility of winningbeneficially own 5,300,193 shares, or collecting a judgment against the Chinese government. We will be vulnerable to customers that do not pay or delay payment of their outstanding balances due for reasons beyond our control. Any failure of, or undue delay by, our customers in making payments to us will have a material adverse effect on our business, financial condition and results of operations.

Resales38.2% of our common stock, and additional obligationsInfoSpace LLC, a wholly-owned subsidiary of Blucora, Inc., beneficially owns 738,950 shares, or 6.1% of our outstanding common stock.  The interests of these stockholders may not always coincide with the interests of other stockholders, and they may act in a manner that advances their best interests and not necessarily those of other stockholders, and might affect the prevailing market price for our securities.

up 1/3 of its shares until October 2008, 1/3 of its shares until April 2009, 1/3 of its shares until October 2009. In addition totime during the period the registration statement of which this prospectus formsis a part a resaleremains effective, by or for the account of the selling stockholders.  The registration statement for other of our investors is in effect. In addition, in connection with the contribution, HSW was granted a warrant to purchase 250,000 shares of our common stock (after giving effect to the expiration of a warrant to purchase 250,000 additional shares of our common stock). The issuance of these new shares and the resale of additional shares of our common stock could have the effect of depressing the market price for our common stock.

Certain factors which limited the liquidity of INTAC common stock prior to the consummationdoes not require that any of the merger may negatively affect the market priceshares be offered or market for our common stock.

        INTAC's common stock was affectedsold by the following factors:

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approximately 56% of INTAC's common stock was held by insiders;



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INTAC's common stock was thinly traded;



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no third party research was available regarding INTAC;



•

INTAC did not historically provide forecasts or guidance on expected results; and



•

INTAC did not regularly hold quarterly earnings calls.

        These factorsselling stockholders.  The selling stockholders may similarly affect our common stock, and may have the effect of depressing the market price for our common stock or limiting the market for resale of our common stock.

Our internal control over financial reporting and our disclosure controls and procedures may not prevent all possible errors that could occur. Material weaknesses existed with INTAC's internal control over financial reporting, and may exist with our internal control over financial reporting. Internal control over financial reporting and disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objective will be met.

        INTAC made evaluations of its internal control over financial reporting and its disclosure controls and procedures, which included a review of the objectives, design, implementation and effect of the controls and information generated for use in INTAC's periodic reports. In the course of INTAC's controls evaluation, it sought to identify data errors, control problems and to confirm that appropriate corrective action, including process improvements, were being undertaken. This type of evaluation was conducted on a quarterly basis so that the conclusions concerning the effectiveness of INTAC's controls could be reported in INTAC's periodic reports.

        INTAC management assessed the effectiveness of INTAC's internal control over financial reporting as of September 30, 2005 and that assessment identified the following material weaknesses in INTAC's internal control over financial reporting:

1.

Deficiencies existed in its information technology ("IT") environment due to inadequate procedures and controls which, when considered in the aggregate, constituted a material weakness over financial reporting. These deficiencies included: general design deficiencies that were not risk based, IT entity level controls, general computer controls, spreadsheet controls, segregation of duties controls, and physical security controls.



2.

Deficiencies existed in the lack of certain established policies and procedures including the areas of expense and accounts payable accruals, and capitalization of software development costs, which constituted material weaknesses over financial reporting. INTAC did not have adequate procedures and controls to ensure that: (i) expense reimbursements and accounts payable accrual policies were being consistently followed and the review by INTAC management was being evidenced, and (ii) software development costs were being properly recorded and the review by INTAC management was being evidenced.

3.

Deficiencies existed in INTAC Deutschland GmbH, INTAC's Germany subsidiary, in relation to certain key financial cycles, including financial reporting, inventory, revenue and expenses; however, remediation efforts were successfully completed and controls established as of September 30, 2005. INTAC management was successful in testing these newly established controls; however, these controls were in place for only one month prior to year end. Due to having only one month of activity to test these controls, INTAC management was unable to conclude as to the effectiveness of these controls, and thus considered these controls a material weakness over financial reporting.

        In making its assessment of internal control over financial reporting, INTAC management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Because of the material weaknesses described above, INTAC management believed that, as of September 30, 2005, INTAC's internal control over financial reporting was not effective based on those criteria.

        Since the discovery of the material weaknesses in internal controls described above, INTAC management took various actions to improve INTAC's internal controls including, but not limited to the following:

1.

Remediation efforts were initiated within INTAC's information technology "IT" area to address the design deficiencies discovered during testing. INTAC engaged an outside consulting firm to help it implement controls and procedures required to address the deficiencies noted as of September 30, 2005.



2.

INTAC management developed new policies and procedures and reviewed existing policies and procedures in the areas of expense and accounts payable accruals and capitalization of software development costs.



3.

INTAC management believed that effective controls had been implemented at its German subsidiary due to successful remediation efforts and testing in fiscal 2005.

        These weaknesses described above were resolved as of March 31, 2006.

        INTAC management also assessed the effectiveness of INTAC's internal control over financial reporting as of September 30, 2006 and that assessment identified the following material weaknesses (which were resolved as of March 31, 2007) in INTAC's internal control over financial reporting:

1.

Deficiencies existed in its IT environment due to inadequate physical security controls around physical access to the accounting server in the Beijing location. Since then, this has been remediated and the server has been located to a more restricted and secured area.



2.

Deficiencies existed in its IT environment due to backup media not being stored offsite even though it was stored in a fireproof safe at the Beijing location. Since then, this has been remediated by storing the backup media off site.



3.

Deficiencies existed in maintaining adequate controls on certain key spreadsheets used by INTAC in its consolidation process. Since then, INTAC has added spreadsheet controls including access controls such as password protection to remediate these deficiencies.

        A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be satisfied. Internal control over financial reporting and disclosure controls and procedures are designed to give a reasonable assurance that they are effective to achieve their objectives. We cannot provide absolute assurance that all of our possible future control issues will be detected. These inherent limitations include the real world possibility that judgments in our decision making can be faulty, and that isolated breakdowns can occur because of simple human error or mistake. The design of our system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will

succeed absolutely in achieving our stated goals under all potential future or unforeseeable conditions. Because of the inherent limitations in a cost effective control system, misstatements due to error could occur and not be detected.

We may have additional tax liabilities if tax positions we have taken in prior years are challenged.

        We and our subsidiaries are subject to taxes in the United States and various foreign jurisdictions. We believed that our tax returns appropriately reflected our tax liability when those tax returns were filed. However, our tax positions may be challenged by the applicable tax authorities. Any successful challenge to one or more of our prior tax positions could result in a material tax liability to us or to one or more of our subsidiaries, including INTAC, for one or more prior years.

The state of the telecommunications and Internet infrastructure in China and Brazil may limit our growth.

        We rely on the Internet for certain aspects of our business, including the publication of content online and our Internet portals. The telecommunications and Internet infrastructures in China and Brazil are not well developed and are subject to regulatory control and, in the case of China, ownership by the Chinese government. The cost of Internet access is high relative to the average income in China. Failure to further develop these infrastructures could limit our ability to grow. Alternatively, as these infrastructures improve and Internet use increases, we may not be able to scale our systems proportionately. Our reliance on these infrastructures will make us vulnerable to disruptions or failures in service, without sufficient access to alternative networks and services. Such disruptions or failures could reduce our user satisfaction. Should these risks be realized, our ability to increase revenues and profitability would be impaired.

Our operations are vulnerable to natural disasters and other events, as we have only limited backup systems and do not maintain any backup servers outside of China.

        We have limited backup systems and could experience system failures and electrical outages from time to time offer and sell all or a portion of their shares in the future, which could disrupt our operations. All of our servers and routers are currently hostedover-the-counter market, in a single location. We do not maintain any back up servers outside of Beijing, and do not have a disaster recovery plan in the event of damage from fire, floods, typhoons, earthquakes, power loss, telecommunications failures, break ins and similar events. If any of the foregoing occurs, we may experience a complete system shutdown. We do not carry any business interruption insurance. To improve the performance and to prevent disruption of our services, we may have to make substantial investments to deploy additional serversnegotiated transactions, or oneotherwise, at prices then prevailing or more copies of its websites to mirror its online resources. Although we carry property insurance with low coverage limits, our coverage may not be adequate to compensate us for all losses, particularly with respect to loss of business and reputation that may occur.

Our network operations may be vulnerable to hacking, viruses and other disruptions, which may make our products and services less attractive and reliable.

        Internet usage could decline if any well publicized compromise of our security occurs. "Hacking" involves efforts to gain unauthorized access to information or systems or to cause intentional malfunctions or loss or corruption of data, software, hardware or other computer equipment. Hackers, if successful, could misappropriate proprietary information or cause disruptions in our service. We may be required to expend capital and other resources to protect our website against hackers. We cannot assure you that any measures we may take will be effective. In addition, the inadvertent transmission of computer viruses could expose us to a material risk of loss or litigation and possible liability, as well as materially damage our reputation and decrease our user traffic.

Unauthorized use of our intellectual property by third parties, and the expenses incurred in protecting our intellectual property rights, may adversely affect our business.

        We regard our copyrights, service marks, trademarks, trade secrets and other intellectual property as critical to our success. Unauthorized use of our intellectual property by third parties may adversely affect our business and reputation. We rely on trademark and copyright law, trade secret protection and confidentiality agreements with our employees, customers, business partners and others to protect our intellectual property rights. Despite our precautions, it may be possible for third parties to obtain and use our intellectual property without authorization. Furthermore, the validity, enforceability and scope of protection of intellectual property in Internet related industries are uncertain and still evolving. In particular, the laws of the PRC, Brazil and certain other countries are uncertain or do not protect intellectual property rights to the same extent as do the laws of the United States. Moreover, litigation may be necessary in the future to enforce our intellectual property rights, to protect our trade secrets or to determine the validity and scope of the proprietary rights of others. Future litigation could result in substantial costs and diversion of resources.

We may be subject to intellectual property infringement claims, which may force us to incur substantial legal expenses and, if determined adversely against us, materially disrupt our business.

        We cannot be certain that our products and services will not infringe valid patents, copyrights or other intellectual property rights held by third parties. We may in the future be subject to legal proceedings and claims from time to time relating to the intellectual property of others in the ordinary course of our business. In particular, if we are found to have violated the intellectual property rights of others, we may be enjoined from using such intellectual property, and may incur licensing fees or be forced to develop alternatives. We may incur substantial expenses in defending against these third party infringement claims, regardless of their merit. Successful infringement claims against us may result in substantial monetary liability or may materially disrupt the conduct of our business.

Our sublicensed content is subject to the terms and conditions of agreements between HSW and third parties.

        Under the terms of the contribution agreements, HSW transferred and contributed to us all rights, but only those rights, which belong to and are held by HSW pursuant to third party licenses. Some of those licenses, including HSW's licenses with Publications International, Inc. (including the licenses for Consumer Guide and Mobile Travel Guide) contain restrictions on the use of such content and termination provisions for breaches of the license agreements. Accordingly, a breach of any third party license by HSW may cause us to lose our license with such third party, which could have a material adverse effect on the implementation of our business plan, value of our content offering and results of our operations.

A slowdown or other adverse developments in the PRC economy may materially and adversely affect our customers, demand for our services and our business.

        Initially, substantially all of our operations will be conducted in China and a significant amount of its growth in revenues will be generated from providing career development and training services for customers in China, including the government. Although the PRC economy and government spending on education have grown significantly in recent years, we cannot assure you that such growth will continue. Career development and training services businesses are all relatively new industries in China, and we may be sensitive to a slowdown in economic growth or other adverse changes in the PRC economy. In response to adverse economic developments, employers might hire fewer permanent employees, engage in hiring freezes, lay off employees, or reduce spending on marketing and the PRC government might reduce spending on education. As a result, a slowdown in overall economic growth,

an economic downturn or recession or other adverse economic developments in China may materially reduce the demand for our services and materially and adversely affect our business.

PRC laws and regulations related to the PRC Internet sector are unclear and will likely changethen current market price or at negotiated prices.  After the date of effectiveness, the selling stockholders may have sold or transferred, in transactions covered by this prospectus or in transactions exempt from the near future. If we are found to be in violation of current or future PRC laws or regulations, we could be subject to severe penalties.

        The PRC regulates its Internet sector by making pronouncements or enacting regulations regarding the legality of foreign investment in the PRC Internet sector and the existence and enforcement of content restrictions on the Internet. We believe that our current ownership structure complies with all existing PRC laws, rules and regulations. There are, however, substantial uncertainties regarding the interpretation of current PRC Internet laws and regulations. Accordingly, it is possible that the PRC government will ultimately take a view contrary to ours.

        Issues, risks and uncertainties relating to PRC government regulationregistration requirements of the PRC Internet sector include the following:

        The PRC enacted regulations applying to Internet related services and telecom related activities. While many aspectsSecurities Act of these regulations remain unclear, they purport to limit and require licensing of various aspects of the provision of Internet information services. If these regulations are interpreted to be inconsistent with our ownership structure, our business will be severely impaired.

        Under the agreement reached in November 1999 between the PRC and the United States concerning the United States' support of China's entry into the World Trade Organization, or the WTO, foreign investment in PRC Internet services will be liberalized to allow for 30% foreign ownership in key telecommunication services, including PRC Internet ventures, for the first year after China's entry into the WTO, 49% in the second year and 50% thereafter. China officially entered the WTO on December 11, 2001. However, the implementation of China's WTO accession agreements is still subject to various conditions.

        The Ministry of Information Industry, or the MII, has also stated that the activities of Internet content providers are subject to regulation by various PRC government authorities, depending on the specific activities conducted by the Internet content provider. Various government authorities have stated publicly that they are in the process of preparing new laws and regulations that will govern these activities. The areas of regulation currently include online advertising, online news reporting, online publishing, online securities trading and the provision of industry specific (e.g.1933, as amended (the “Securities Act”), drug related) information over the Internet. Other aspects of our online operations may be subject to regulation in the future.

        The interpretation and application of existing PRC laws and regulations, the stated positions of the MII and the possible new laws or regulations have created substantial uncertainties regarding the legality of existing and future foreign investments in, and the businesses and activities of, PRC Internet companies, including us.

        Accordingly, it is possible that the relevant PRC authorities could, at any time, assert that any portionsome or all of our ownership structure and business violate existingtheir common stock.

        If we are found to be in violation of any existing or future PRC laws or regulations, the relevant PRC authorities would have broad discretion in dealing with such violation, including, without limitation, the following:

•

levying fines;

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confiscating our income;



•

revoking our business license;



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shutting down our servers and/or blocking our websites;



•

requiring us to restructure our ownership structure or operations; and



•

requiring us to discontinue any portion or all of our Internet business.

        Any of these actions could have a material adverse effect on our financial condition and results of operations.

The online advertising markets in China and Brazil are still developing, and present risk to our revenues to be generated from our online publishing business using the contributed assets.

        Our online publishing businesses in China and Brazil are expected to derive significant revenue from online advertisements. The online advertising markets in China and Brazil are still developing, and future growth and expansion of such is uncertain. If these online advertising markets do not grow at expected rates, our results of operations and financial condition will be materially adversely affected.

Our international operations will subject us to other significant risks.

        Our international operations will expose us to a wide variety of other risks including increased credit risks, customs duties, import quotas and other trade restrictions, potentially greater inflationary pressures, the risk of failure or material interruption of wireless systems and services. Changes may occur in foreign trade and investment laws in the territories and countries where we will operate. U.S. laws and regulations relating to investment and trade in foreign countries could also change to our detriment. Any of these factors could materially and adversely affect our revenues and profits. We will be subject to risk of political instability and trade sanctions within China.

        China has traditionally been a closed market with strict political controls. As China shifts to a market economy, growing economic and social freedoms may conflict with the more restrictive political and governmental policies. In addition, democratic countries throughout the world have, from time to time, attempted to use economic and other sanctions to achieve political or social change in other countries. In addition, the Chinese government has insisted that Taiwan is part of China and, from time to time, has threatened military action in the region when Taiwanese independence has been asserted. Each of these factors could result in economic sanctions, economic instability, the disruption of trading and war within China and the Asia Pacific Rim, any of which could result in our inability to conduct business operations in China. Because a substantial majority of our business is currently within China, the disruption of distribution channels into China would have material and adverse consequences to our business.

        Inaffiliates during the past three years.

•

currency fluctuations;



•

exchange controls and restrictions on remittances abroad, such as those that were briefly imposed on such remittances (including dividends) in 1989 and in the beginning of 1990;



•

inflation;



•

price instability;

•

energy policy;



•

interest rate increases;



•

liquidity of domestic capital and lending markets;



•

changes in tax policy; and



•

other political, domestic, social and economic developments in or affecting Brazil.

        Also, the President of Brazil has considerable power to determine governmental policies and actions that relate to the Brazilian economy and, consequently, affect the operations and financial performance of businesses operating in Brazil. We will have no control over, and cannot predict, what policies or actions the Brazilian government may take in the future.

        Further risks relating to international operations include, but are not restricted to, unexpected changes in legal and regulatory requirements, changes in tariffs, exchange rates and other barriers, political and economic instability, possible effects of war and acts of terrorism, difficulties in account receivable collection, difficulties in managing distributors or representatives, difficulties in staffing and managing international operations, difficulties in protecting our intellectual property overseas, seasonality of sales and potentially adverse tax consequences. Any of these factors could materially and adversely affect our revenues and profits.

Restrictions on currency exchange may limit our ability to utilize our revenues effectively.

        Some of our revenues and operating expenses will be denominated in Chinese Renminbi. Currently, we may purchase foreign exchange for settlement of "current account transactions" without the approval of the State Administration for Foreign Exchange, or SAFE. We may also retain foreign exchange in our current account (subject to a ceiling approved by the SAFE) to satisfy foreign exchange liabilities or to pay dividends. However, the relevant PRC governmental authorities may limit or eliminate our ability to purchase and retain foreign currencies in the future.

        Additionally, some of our revenues and operating expenses may be denominated in BrazilianReais. Brazilian law allows the Brazilian government to impose restrictions on the conversion of theReal into foreign currencies and on the remittance to foreign investors of proceeds from their investments in Brazil. The government may impose such restrictions whenever there is a serious imbalance in Brazil's balance of payments or there are reasons to foresee a serious imbalance. The Brazilian government last imposed remittance restrictions for approximately six months in 1989 and early 1990. The likelihood that the Brazilian government would impose such restrictions again may depend on the extent of Brazil's foreign currency reserves, the availability of foreign currency in the foreign exchange markets on the date a payment is due, the size of Brazil's debt service burden relative to the economy as a whole, Brazil's policy toward the International Monetary Fund and other factors.

        Since a significant amount of our revenues will be denominated in Renminbi, existing and future restrictions on the exchange of Renminbi to other currencies may limit our ability to use revenue generated in Renminbi to fund our business activities outside China, if any, or expenditures denominated in foreign currencies. Similarly, in the event that a significant amount of our revenues will be denominated inReais, any future restrictions on the exchange ofReais for other currencies or the remittance to foreign investors of proceeds from their investments in Brazil may limit our ability to use revenue generated inReais to fund our business activities outside Brazil, or expenditures denominated in foreign currencies.

We will be subject to risks of currency fluctuations and exchange restrictions.

        Currency fluctuations, devaluations and exchange restrictions may adversely affect our liquidity and results of operations. In some countries, local currencies may not be readily converted into Euros or U.S. dollars (or other "hard currencies") or may only be converted at government controlled rates, and,

in some countries, the transfer of hard currencies offshore has been restrictedchange from time to time.  Very limited hedging transactions are available in China to reduce its exposure to exchange rate fluctuations. To date, we have not entered into any hedging transactionsAny changed information will be set forth in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedges may be limited and we may not be able to successfully hedge our exposure, if at all. Our revenues as expressed in its U.S. dollar financial statements will decline in value if Renminbi depreciates relativeamendment to the U.S. dollar. In addition, our currency exchange losses may be magnifiedregistration statement or a supplement to this prospectus, to the extent required by PRC exchange controllaw.

Regulation and censorship of information collection and distribution in China may adversely affect our business.

        China has enacted regulations governing Internet access and the distribution of news and other information. Furthermore, the Propaganda Department of the Chinese Communist Party has been givenSEC governing the responsibility to censor news published in China to ensure, supervise and controldetermination of beneficial ownership of securities.  Under the rules of the SEC, a particular political ideology. In addition, the MII has published implementing regulations that subject online information providers to potential liability for content included on their portals and the actions of subscribers and others using their systems, including liability for violation of PRC laws prohibiting the distribution of contentperson is deemed to be socially destabilizing. Because many PRC laws, regulations and legal requirements with regarda “beneficial owner” of a security if that person has or shares voting power, which includes the power to vote or direct the Internet are relatively new and untested, their interpretation and enforcement may involve significant uncertainty. In addition,voting of a security, or investment power, which includes the PRC legal system is a civil law system in which decided legal cases have limited binding force as legal precedents. As a result, in many cases it is difficultpower to determine the typedispose of content that may result in liability for a website operator.

        Periodically, the Ministry of Public Security has stopped the distribution over the Internet of information which it believes to be socially destabilizing. The Ministry of Public Security has the authority to cause any local Internet service provider to block any website maintained outside China at its sole discretion. If the PRC government were to take action to limit or eliminate the distribution of information through our portals or to limit or regulate current or future applications available to users of our portals, our business would be adversely affected.

        The State Secrecy Bureau, which is directly responsible fordirect the protection of state secrets of all PRC government and Chinese Communist Party organizations, is authorized to block any website it deems to be leaking state secrets or failing to meet the relevant regulations relating to the protection of state secrets in the distribution of online information. Under the applicable regulations, we may be held liable for any content transmitted on our portal. Furthermore, where the transmitted content clearly violates the laws of the PRC, we will be required to delete it, and where the transmitted content is considered suspicious, we are required to report such content. We must also undergo computer security inspections, and if we fail to implement the relevant safeguards against security breaches, our operations in the PRC may be shut down.

        Although the PRC has several laws and regulations relating to the use of the Internet, addressing personal privacy in use of the Internet and the freedom of communications, the PRC government does not restrict online service providers in the collection, transmission and commercial use of personal information or data. Personal data is protected from unlawful use by general statutes and by any contractual arrangement between the user and the service provider.

        Since spring of 2005, the National People's Congress and the State Council have begun legislative reviewdisposition of a draft Law for Protection of Personal Information which provides a wider scope of information protection than that requiredsecurity.  A person is also deemed to merely protect the personal privacy of a citizen. Cellular phone number, home address, medical files and occupational information will all be protected. The

draft further provides that usage of such personal information by service providers (excluding the national security authority, research institutions, and news agency) shall be subject to the prior authorization of each individual and violation under this law could result in administrative, civil, and be even criminal liabilities. If regulations are adopted addressing the collection, transmission and commercial use of personal information or data, we could be subject to these penalties, certain aspects of its business plan may no longer be viable and its business would thus be adversely affected.

Potential additional Chinese regulation could affect our business in China.

        The Ministry of Information Industry, the Chinese governmental agency which regulates the internet in China, has promulgated a directive providing that online videos can only be broadcast or streamed by state-owned or controlled companies. This directive went into effect on January 31, 2008. While it is not yet clear as to the exact effect of the directive, it is possible that the Company's Chinese website will not be permitted to display online videos, which could have a material effect on the content provided on such website.

Political and economic policies of the PRC government could affect our business.

        A significant portion of our business, assets and operations will be located in China and a significant portion of our revenues are expected to be derived from our operations in China. Accordingly, our business could be adversely affected by changes in political, economic or social conditions in China, adjustments in PRC government policies or changes in laws and regulations.

        The economy of China differs from the economies of most countries belonging to the Organization for Economic Cooperation and Development in a number of respects, including:

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structure;



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level of government involvement;



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level of development;



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level of capital reinvestment;



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growth rate;



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control of foreign exchange; and



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methods of allocating resources.

        Since 1949, China has been primarily a planned economy subject to a system of macroeconomic management. Although the Chinese government still owns a significant portion of the productive assets in China, economic reform policies since the late 1970s have emphasized decentralization, autonomous enterprises and the utilization of market mechanisms. We cannot predict what effects the economic reform and macroeconomic measures adopted by the Chinese government may have on our business or results of operations.

The PRC legal system embodies uncertainties which could limit the legal protections available to us.

        The PRC legal system is a civil law system based on written statutes. Unlike common law systems, it is a system in which decided legal cases have little precedential value. In 1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. We are subject to laws and regulations applicable to foreign investment in mainland China. However, these laws, regulations and legal requirements are relatively recent, and their interpretation and enforcement involve uncertainties. These uncertainties could limit the legal protections available to us and other foreign investors. In addition, we cannot predict the effect of future developments in the PRC legal system, particularly with regard to the Internet, our ownership structure and currency

exchange, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the preemption of local regulations by national laws.

It may be difficult to enforce any civil judgments against us or our board of directors or officers, because most of our assets are located outside of the United States.

        Although the combined company is incorporated in the State of Delaware, substantially all of its assets are located in the PRC. As a result, it may be difficult for investors to enforce outside the United States any actions brought against us in the United States, including actions predicated upon the civil liability provisions of the federal securities laws of the United States or of the securities laws of any state of the United States. In addition, certain of our directors and officers and all or a substantial portion of their assets may be located outside the United States (principally in the PRC). As a result, it may not be possible for investors to effect service of process within the United States upon those directors and officers, or to enforce against them or us judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the federal securities laws of the United States or of the securities laws of any state of the United States. There is doubt as to the enforceability in the PRC, in original actions or in actions for enforcement of judgments of United States courts, of civil liabilities predicated solely upon the federal securities laws of the United States or the securities laws of any state of the United States.

If we are not able to attract and retain key management and consultants, we may not successfully integrate the contributed assets into our historical business or achieve our other business objectives.

        We will depend upon our senior management and consultants for its business success. Key members of the senior team will include Wei Zhou, INTAC's chief executive officer, and Jeff Arnold, a consultant and our current chairman. INTAC's employment agreement with Mr. Zhou, dated October 16, 2001, which continues in effect, had an initial term of three years and automatically renews for successive one-year terms thereafter. Mr. Zhou may also terminate his employment agreement at any time effective upon thirty days notice to the board of directors. Mr. Zhou may also be directly involved in the management of the distribution business as Chief Executive Officer of Cyber. This may impact his availability with respect to his duties as Chief Executive Officer of INTAC. In addition, our consulting agreement with Mr. Arnold has a term of only two years and is non-exclusive. The loss of the service of any of the key members of our senior management may significantly delay or prevent the integration of the contributed assets and other business objectives. Our ability to attract and retain qualified personnel, consultants and advisors will be critical to our success. It may be unable to attract and retain these individuals, and our failure to do so would adversely affect our business.

The concentration of our stock ownership will likely limit your ability to influence corporate matters.

        HSW and Mr. Zhou together beneficially own a majority of our outstanding common stock and entered into a stockholders agreement. The stockholders agreement entitles HSW and Mr. Zhou the right to designate nominees to our board of directors, and each of HSW and Mr. Zhou has agreed to vote all shares of our common stock held by them in favor of the election of their designated directors. However, Mr. Zhou's board designation rights terminated on October 2, 2007, when he gifted 3,950,000 INTAC shares, which lowered his ownership in HSW International to less than 10% on a fully diluted basis. Furthermore, Jeffrey Arnold, our current chairman of the board, is the Chief Executive Officer and Chairman of HSW. As a result, HSW has the ability to influence our management and affairs and determine the outcome of matters submitted to stockholders for approval, including the election and removal of directors, amendments to the charter, approval of equity-based employee compensation plans and any merger, consolidation or sale of all or substantially all of our assets.

The concentration of our stock ownership, as well as our Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, stockholders agreement and Delaware law contain provisions that may make our acquisition more difficult without the approval of our board of directors, which could discourage, delay or prevent a transaction involving our change of control.

        HSW and Wei Zhou beneficially own in the aggregate a majority of our outstanding shares of common stock. As a result, it will be difficult for our other stockholders to approve a takeover of us without the cooperation of HSW and Mr. Zhou.

        Furthermore, our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws contain certain anti-takeover provisions, including but not limited to the following provisions:

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only our board of directors may call special meetings of our stockholders;



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our stockholders may take action only at a meeting of our stockholders and not by written consent;



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we have authorized undesignated preferred stock, the terms of which may be established and shares of which may be issued without stockholder approval; and



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we require advance notice for stockholder proposals of not less than 60 nor more than 90 days prior to a meeting at which stockholder proposals may be introduced.

        In addition, the stockholders agreement gives HSW and Mr. Zhou the right to designate nominees to our board of directors (although Mr. Zhou's board rights have terminated), and each of HSW and Mr. Zhou has agreed to vote all shares of the our common stock held by them in favor of the election of their designated directors.

        These anti-takeover defenses could discourage, delay or prevent a transaction involving a change of control of us. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to cause us to take other corporate actions you may desire.

        Section 203 of the Delaware General Corporation Law may also delay, defer or prevent a change in control that our stockholders might consider to be in their best interest. We are subject to Section 203 of the Delaware General Corporation Law which, subject to certain exceptions, prohibits "business combinations" between a publicly-held Delaware corporation and an "interested stockholder," which is generally defined as a stockholder who becomes a beneficial owner of 15% or moreany securities of which that person has a Delaware corporation's voting stock for a three-year period following the dateright to acquire beneficial ownership within 60 days.  Securities that such stockholder became an interested stockholder. Section 203 could have the effect of delaying, deferring or preventing a change in control of us that its stockholders might considercan be so acquired are deemed to be in their best interest.

USE OF PROCEEDS

        We willoutstanding for purposes of computing such person’s ownership percentage, but not receivefor purposes of computing any proceeds from the saleother person’s percentage.  Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.  Except as otherwise indicated in these footnotes, each of the beneficial owners listed has, to our knowledge, sole voting and investment power with respect to the indicated shares of common stock by the selling stockholders.

stock.

SELLING STOCKHOLDERS

        This prospectus covers shares that were acquired from HSW International in private transactions exempt from registration under the Securities Act by persons reasonably believed to be "accredited investors"which as defined by Regulation D under the Securities Act.

        The following table presents information regarding the selling stockholders. The table includes:

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The name of each selling stockholder;



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The nature of any material relationship within the last three years between any selling stockholder and us based on information currently available to us;



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The number of shares of our common stock beneficially owned by each selling stockholder prior to this offering;



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The number of shares of our common stock offered hereunder by each selling stockholder; and



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The number and percent of shares of our common stock beneficially owned by each selling stockholder after the offering is complete. This calculation assumes that all shares are sold pursuant to this offering and that no other shares of common stock are acquired or disposed of by the selling stockholders prior to the termination of this offering.

        Each of the selling stockholders is offering for sale with this prospectus up to the number of shares listed below subject to the limitations described in the section of this prospectus entitled "Plan of Distribution."

(1)

Ashford Capital Management, Inc. is the investment adviser to Ashford Capital Partners, LP and has voting and dispositive power of the shares held by this selling stockholder. Alsoused herein includes 130,738 shares of our common stock owned by Ashford Capital Partners, L.P. and 1,975,920 shares of our common stock beneficially owned by other persons whose investment adviser is Ashford Capital Management, Inc..

(2)

Richard A. Hortsman is the managing member of Harvest 2004, LLC and is deemed to have voting and dispositive power of the shares held by this selling stockholder.

(3)

Chilton Investment Company, LLC is the general partner of Chilton Small Cap International, L.P. and is deemed to have voting and dispositive power of the shares held by this selling stockholder.

(4)

Chilton Investment Company, LLC is the general partner of Chilton New Era Partners, L.P. and is deemed to have voting and dispositive power of the shares held by this selling stockholder.

(5)

Chilton Investment Company, LLC is the general partner of Chilton International, L.P. and is deemed to have voting and dispositive power of the shares held by this selling stockholder.

(6)

Chilton Investment Company, LLC is the general partner of Chilton Investment Partners, L.P. and is deemed to have voting and dispositive power of the shares held by this selling stockholder.

(7)

American Funds Insurance Series, Global Capitalization Fund is the beneficial owner of these securities and Capital Research and Management Company is the investment adviser of American Funds Insurance Series, Global Capitalization Fund and is deemed to have voting and dispositive power of the shares held by this selling stockholder.

(8)

SMALLCAP World Fund, Inc. is the beneficial owner of these securities and Capital Research and Management Company is the investment adviser of SMALLCAP World Fund, Inc. and is deemed to have voting and dispositive power of the shares held by this selling stockholder.

(9)

Edward Antoian is the general partner of Zeke, LP and is deemed to have voting and dispositive power of the shares held by this selling stockholder.

PLAN OF DISTRIBUTION

        We are registering the shares on behalf of the selling stockholders. We will keep this prospectus effective until the earlier of (i) one year from the date of the issuance of the shares to selling stockholders, or (ii) such time that all of the shares have been sold pursuant to the prospectus or Rule 144 under the Securities Act or any other rule of similar effect. As used in this prospectus, the term "selling stockholders" includes thedonees, pledgees, donees, transferees or other successors-in-interest selling shares of common stock or interests in shares of common stock received after the date of this prospectus from a named selling stockholder as a gift, pledge, partnership distribution or other non-sale related transfer. The selling stockholderstransfer, may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of common stock or interests in shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions.  These salesdispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.

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ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

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block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

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purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

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an exchange distribution in accordance with the rules of the applicable exchange;

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privately negotiated transactions;

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short sales;

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broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;

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a combination of any such methods of sale; and

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any other method permitted pursuant to applicable law.

        The selling stockholders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus. Broker-dealers engaged by the selling stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaserdisposing of shares from the purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. Any profits on the resale of shares of common stock by a broker-dealer acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, attributable to the sale of shares will be borne by a selling stockholder. The selling stockholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares if liabilities are imposed on that person under the Securities Act.

interests therein:

  The selling stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectusprospectus.