----

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| Delaware                        |   | 33-1135689                |
|---------------------------------|--------|---------------------------|
| (State or other jurisdiction of |   | (I.R.S. Employer          |
| incorporation or organization)  |   | Identification No.)  |

| Title of each class            |   | Name of each exchange on which registered |
|--------------------------------|--------|-------------------------------------------|
| Common Stock, $0.001 Par Value |   | NASDAQ Capital Market                     |

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| Large accelerated filer o                     |   | Accelerated filer o         |
|-----------------------------------------------|--------|-----------------------------|
| Non-accelerated filer o                       |   | Smaller reporting company x |
| (Do not check if a smaller reporting company) |   |                        |

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| Classification                         |   | Balance at beginning of year |       |   | Additions charged to costs and expenses |    |      | Deductions |   |    | Balance at end of year |   |
|----------------------------------------|--------|------------------------------|------------|--------|-----------------------------------------|---------|-----------|------------|--------|---------|------------------------|--------|
| Year ended December 31, 2010:          |   |                         |       |   |                                    |    |      |       |   |    |                   |   |
|                                   |   |                         |       |   |                                    |    |      |       |   |    |                   |   |
| Allowance for doubtful accounts        |   | $                            | —    |   |                                    | $       | —   |       |   |  $ | —                |   |   | $ | — |   |
| Valuation allowance for deferred taxes |   | $                            | 19,081,594 |   |                                    | $       | 1,922,775 |       |   |  $ | 4,530                  |   |   | $ | 20,999,839 |   |
|                                   |   |                         |       |   |                                    |    |      |       |   |    |                   |   |   |   |   |   |
| Year ended December 31, 2009:          |   |                         |       |   |                                    |    |      |       |   |    |                   |   |   |   |   |   |
|                                   |   |                         |       |   |                                    |    |      |       |   |    |                   |   |   |   |   |   |
| Allowance for doubtful accounts        |   | $                            | 15,343     |   |                                    | $       | —   |       |   | $  | 15,343                 |   |   | $ | — |   |
| Valuation allowance for deferred taxes |   | $                       | 15,108,498 |   |                                    | $  | 3,973,096 |       |   | $  | —                |   |   | $  | 19,081,594 |   |

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| Exhibit    |   |                                                                                                                                                                                                                |   | Registrant’s |   |     |   | Exhibit |   | Filed    |
|------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------|--------|----------|--------|---------|--------|----------|
| Number     |   | Description of Document                                                                                                                                                                                             |   | Form               |   | Dated    |   | Number  |   | Herewith |
|       |   |                                                                                                                                                                                                                |   |               |   |     |   |    |   |     |
| 2.1        |   | Agreement and Plan of Merger, dated as of April 20, 2006, among HowStuffWorks, Inc., HSW International, Inc., HSW International Merger Corporation and INTAC International, Inc.                          |   | S-4/A              |   | 07/10/07 |   | Annex A |   |     |
|       |   |                                                                                                                                                                                                                |   |               |   |     |   |    |   |     |
| 2.2        |   | First Amendment to Agreement and Plan of Merger, dated January 29, 2007, among HowStuffWorks, Inc., HSW International, Inc., HSW International Merger Corporation and INTAC International, Inc.      |   | S-4/A              |   | 07/10/07 |   | Annex B |   |     |
|       |   |                                                                                                                                                                                                                |   |               |   |     |   |    |   |     |
| 2.3        |   | Second Amendment to Agreement and Plan of Merger, dated August 23, 2007, among HowStuffWorks, Inc., HSW International, Inc., HSW International Merger Corporation and INTAC International, Inc. |   | S-1/A              |   | 01/14/08 |   | 2.3     |   |     |
|       |   |                                                                                                                                                                                                                |   |               |   |     |   |    |   |     |
| 2.4        |   | Share Purchase Agreement among INTAC International, Inc., China Trend Holdings Ltd. and Wei Zhou, dated February 15, 2008                                                                                           |   | 8-K                |   | 2/20/08  |   | 2.4     |   |     |
|       |   |                                                                                                                                                                                                                |   |               |   |     |   |    |   |     |
| 2.5† |   | Agreement and Plan of Merger dated as of November 26, 2008, by and among HSW International, Inc., DS Newco, Inc., DailyStrength, Inc. and Douglas J. Hirsch                                                         |   | 8-K                |   | 12/03/08 |   | 10.25   |   |     |
|       |   |                                                                                                                                                                                                                |   |               |   |     |   |    |   |     |
| 2.6 (1)    |   | Asset Purchase Agreement by and among HSW International, Inc., DailyStrength, Inc., DS Acquisition, Inc. and Sharecare, Inc., dated as of October 30, 2009                                                          |   | 10-Q               |   | 11/16/09 |   | 10.28   |   |     |
|       |   |                                                                                                                                                                                                                |   |               |   |     |   |    |   |     |
| 3.1        |   | Amended and Restated Certificate of Incorporation of HSW International, Inc., as amended                                                                                                                            |   | 10-K               |   | 4/15/10  |   | 3.1     |   |     |
|       |   |                                                                                                                                                                                                                |   |               |   |     |   |    |   |     |
| 3.2        |   | Second Amended and Restated Bylaws of HSW International, Inc.                                                                                                                                                  |   | 8-K                |   | 12/18/07 |   | 3.2     |   |     |
|       |   |                                                                                                                                                                                                                |   |               |   |     |   |    |   |     |
| 4.1        |   | Specimen certificate of common stock of HSW International, Inc.                                                                                                                                                |   | S-4/A              |   | 07/10/07 |   | 4.1     |   |     |
|       |   |                                                                                                                                                                                                                |   |               |   |     |   |    |   |     |
| 4.2        |   | HSW International 2006 Equity Incentive Plan                                                                                                                                                                        |   | S-8                |   | 11/05/07 |   | 4.2     |   |     |
|       |   |                                                                                                                                                                                                                |   |               |   |     |   |    |   |     |
| 4.3        |   | Registration Rights Agreement among HSW International, Inc., HowStuffWorks, Inc. and Wei Zhou dated as of October 2, 2007                                                                                 |   | 8-K                |   | 10/09/07 |   | 10.6    |   |     |

----

| Exhibit |   |                    |   | Registrant’s |   |   |   | Exhibit |   | Filed    |
|---------|--------|-------------------------|--------|--------------------|--------|--------|--------|---------|--------|----------|
| Number  |   | Description of Document |   | Form               |   | Dated  |   | Number  |   | Herewith |

| 4.4    |   | Registration Rights Agreement among HSW International, Inc. and American investors dated as of October 2, 2007                                           |   | 8-K    |   | 10/09/07 |   | 10.5      |   |   |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|----------|--------|-----------|--------|--------|
|   |   |                                                                                                                                                               |   |   |   |     |   |      |   |   |
| 4.5**  |   | Affiliate Registration Rights Agreement dated as of October 2, 2007                                                                                           |   | 8-K    |   | 10/09/07 |   | 10.7      |   |   |
|   |   |                                                                                                                                                               |   |   |   |     |   |      |   |   |
| 4.6    |   | Common Stock Purchase Warrant dated March 4, 2011 issued to Theorem Capital LLC                                                                                    |   | 8-K    |   | 3/10/11  |   | 4.6       |   |   |
|   |   |                                                                                                                                                               |   |   |   |     |   |      |   |   |
| 10.1   |   | Amended and Restated Stockholders Agreement, dated as of January 29, 2007, among HowStuffWorks, Inc., HSW International, Inc. and Wei Zhou     |   | S-4/A  |   | 07/10/07 |   | Annex H   |   |   |
|   |   |                                                                                                                                                               |   |   |   |     |   |      |   |   |
| 10.2   |   | First Amendment to Amended and Restated Stockholders Agreement, dated as of December 17, 2007, among HowStuffWorks, Inc., HSW International and Wei Zhou |   | S-1/A  |   | 01/14/08 |   | 10.2      |   |   |
|   |   |                                                                                                                                                               |   |   |   |     |   |      |   |   |
| 10.3   |   | Contribution Agreement (PRC Territories) between HowStuffWorks, Inc. and HSW International, Inc., dated as of October 2, 2007                  |   | 8-K    |   | 10/09/07 |   | 10.2      |   |   |
|   |   |                                                                                                                                                               |   |   |   |     |   |      |   |   |
| 10.4   |   | Contribution Agreement (Brazil) between HowStuffWorks, Inc. and HSW International, Inc. dated as of October 2, 2007                                 |   | 8-K    |   | 10/09/07 |   | 10.1      |   |   |
|   |   |                                                                                                                                                               |   |   |   |     |   |      |   |   |
| 10.5   |   | Update Agreement between HowStuffWorks, Inc. and HSW International, Inc. dated as of October 2, 2007                                           |   | 8-K    |   | 10/09/07 |   | 10.4      |   |   |
|   |   |                                                                                                                                                               |   |   |   |     |   |      |   |   |
| 10.6   |   | Stock Purchase Agreement dated as of January 29, 2007 between HSW International, Inc. and Ashford Capital Management, Inc.                          |   | S-4/A  |   | 07/10/07 |   | Annex I-a |   |   |
|   |   |                                                                                                                                                               |   |   |   |     |   |      |   |   |
| 10.7   |   | First Amendment to Stock Purchase Agreement dated as of August 23, 2007 between HSW International, Inc. and Ashford Capital Partners, L.P.          |   | S-1/A  |   | 01/14/08 |   | 10.7      |   |   |
|   |   |                                                                                                                                                               |   |   |   |     |   |      |   |   |
| 10.8   |   | Stock Purchase Agreement dated as of January 29, 2007 between HSW International, Inc. and Harvest 2004, LLC                                         |   | S-4/A  |   | 07/10/07 |   | Annex I-b |   |   |
|   |   |                                                                                                                                                               |   |   |   |     |   |      |   |   |
| 10.9   |   | First Amendment to Stock Purchase Agreement dated as of August 23, 2007 between HSW International, Inc. and Harvest 2004, LLC                       |   | S-1/A  |   | 01/14/08 |   | 10.9      |   |   |
|   |   |                                                                                                                                                               |   |   |   |     |   |      |   |   |
| 10.10  |   | Stock Purchase Agreement dated as of January 29, 2007 between HSW International, Inc. and the Purchasers named therein                                   |   | S-4/A  |   | 07/10/07 |   | Annex I-c |   |   |

----

| Exhibit     |   |                                                                                                                                                                                                                                                   |   | Registrant’s |   |                             |   | Exhibit                                                                                |   | Filed    |
|-------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------|--------|----------------------------------|--------|----------------------------------------------------------------------------------------|--------|----------|
| Number      |   | Description of Document                                                                                                                                                                                                                                |   | Form               |   | Dated                            |   | Number                                                                                 |   | Herewith |
| 10.11       |   | First Amendment to Stock Purchase Agreement dated as of August 23, 2007 between HSW International, Inc. and the Purchasers named therein                                                                                                     |   | S-1/A              |   | 01/14/08                         |   |        10.11                                             |   |     |   |
|        |   |                                                                                                                                                                                                                                                   |   |               |   |                             |   |                                                                                   |   |     |   |
| 10.12       |   | Stock Purchase Agreement dated April 20, 2006 between HSW International and DWS Finanz-Service GmbH                                                                                                                                          |   | S-4/A              |   | 07/10/07                         |   |               Annex K |   |     |   |
|        |   |                                                                                                                                                                                                                                                   |   |               |   |                             |   |                                                                                   |   |     |   |
| 10.13       |   | First Amendment to Stock Purchase Agreement dated January 29, 2007 between HSW International and DWS Finanz-Service GmbH                                                                                                                     |   | S-4/A              |   |     07/10/07 |   | Annex L                                                                                |   |     |   |
|        |   |                                                                                                                                                                                                                                                   |   |               |   |                             |   |                                                                                   |   |     |   |
| 10.14**     |   | Amended and Restated Consulting Agreement dated August 23, 2006 between HSW International and Jeffrey T. Arnold                                                                                                                         |   | S-4                |   |     03/14/07 |   | 10.11                                                                                  |   |     |   |
|        |   |                                                                                                                                                                                                                                                   |   |               |   |                             |   |                                                                                   |   |     |   |
| 10.14.1**   |   | Amendment No. 1 to the Amended and Restated Consulting Agreement dated August 23, 2006 between HSW International and Jeffrey T. Arnold                                                                                                                 |   | 8-K                |   | 9/23/08                          |   | 10.14                                                                                  |   |     |   |
|        |   |                                                                                                                                                                                                                                                   |   |               |   |                             |   |                                                                                   |   |     |   |
| 10.15       |   | Amended and Restated Letter Agreement between HowStuffWorks, Inc. and HSW International, Inc. related to certain rights in India and Russia dated as of December 17, 2007                                                          |   | S-1/A              |   | 01/14/08                         |   | 10.15                                                                                  |   |     |   |
|        |   |                                                                                                                                                                                                                                                   |   |               |   |                             |   |                                                                                   |   |     |   |
| 10.16       |   | Amended and Restated Letter Agreement between HowStuffWorks, Inc. and HSW International, Inc. related to certain trademark rights dated as of December 17, 2007                                                                    |   | S-1/A              |   | 01/14/08                         |   | 10.16                                                                                  |   |     |   |
|        |   |                                                                                                                                                                                                                                                   |   |               |   |                             |   |                                                                                   |   |     |   |
| 10.17**     |   | Employment Agreement dated October 16, 2001 between INTAC International, Inc. and Wei Zhou (filed by INTAC International, Inc., Commission File No 000-32621)                                                                           |   | 8-K                |   | 10/30/01                         |   | 10.5                                                                                   |   |     |   |
|        |   |                                                                                                                                                                                                                                                   |   |               |   |                             |   |                                                                                   |   |     |   |
| 10.18       |   | Share Purchase Agreement, dated January 29, 2007, among INTAC International, Inc., INTAC International Holdings Limited, INTAC (Tianjin) International Trading Company, Cyber Proof Investments Ltd. and Wei Zhou                            |   | S-4/A              |   | 07/10/07                         |   | Annex R                                                                                |   |     |   |
|        |   |                                                                                                                                                                                                                                                   |   |               |   |                             |   |                                                                                   |   |     |   |
|  10.19 |   | First Amendment to Share Purchase Agreement dated as of August 23, 2007 among INTAC International, Inc., INTAC International Holdings Limited, INTAC (Tianjin) International Trading Company, Cyber Proof Investments Ltd. and Wei Zhou |   | S-1/A              |   | 01/14/08                         |   | 10.19                                                                                  |   |     |   |
|        |   |                                                                                                                                                                                                                                                   |   |               |   |                             |   |                                                                                   |   |     |   |
| 10.20       |   | Termination Agreement by and between HSW International, Inc. and HowStuffWorks, Inc., dated as of December 17, 2007                                                                                                                |   | S-1/A              |   | 01/14/08                         |   | 10.20                                                                                  |   |     |   |
|        |   |                                                                                                                                                                                                                                                   |   |               |   |                             |   |                                                                                   |   |     |   |
| 10.21       |   | Stock Purchase Agreement between HSW International, Inc. and the investors named therein, dated February 15, 2008                                                                                                                                      |   | 8-K                |   | 2/20/08                          |   | 10.21                                                                                  |   |     |   |

----

| Exhibit |   |                    |   | Registrant’s |   |   |   | Exhibit |   | Filed    |
|---------|--------|-------------------------|--------|--------------------|--------|--------|--------|---------|--------|----------|
| Number  |   | Description of Document |   | Form               |   | Dated  |   | Number  |   | Herewith |

| 10.22**        |   | Separation Agreement with J. David Darnell dated May 13, 2008                                                                                                                                  |   | 10-Q   |   |   5/15/08 |   | 10.22   |   |   |
|----------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|----------------|--------|---------|--------|--------|
|           |   |                                                                                                                                                                                           |   |   |   |           |   |    |   |   |
| 10.23†** |   | 2008 Executive Compensation Plan                                                                                                                                                          |   | 8-K/A  |   | 1/16/09        |   | 10.23   |   |   |
|           |   |                                                                                                                                                                                           |   |   |   |           |   |    |   |   |
| 10.24†   |   | Content License Agreement dated September 17, 2008 between HSW International, Inc. and World Book, Inc. and Amendment                                                                          |   | 10-Q   |   | 11/14/08       |   | 10.24   |   |   |
|           |   |                                                                                                                                                                                           |   |   |   |           |   |    |   |   |
| 10.25          |   | Form of Director and Officer Indemnification Agreement                                                                                                                                         |   | 8-K    |   | 1/16/09        |   | 10.1    |   |   |
|           |   |                                                                                                                                                                                           |   |   |   |           |   |    |   |   |
| 10.26**        |   | Letter Agreement by and between HSW International, Inc. and Gregory Swayne dated September 28, 2009                                                                                            |   | 10-Q   |   | 11/16/09       |   | 10.26   |   |   |
|           |   |                                                                                                                                                                                           |   |   |   |           |   |    |   |   |
| 10.27**        |   | Confidential Separation and Release Agreement dated as of September 28, 2009, by and between HSW International, Inc. and Henry Adorno                                                          |   | 10-Q   |   | 11/16/09       |   | 10.27   |   |   |
|           |   |                                                                                                                                                                                           |   |   |   |           |   |    |   |   |
| 10.29          |   | Subscription Agreement by and between HSW International, Inc. and Sharecare, Inc., dated as of October 30, 2009                                                                                |   | 10-Q   |   | 11/16/09       |   | 10.29   |   |   |
|           |   |                                                                                                                                                                                           |   |   |   |           |   |    |   |   |
| 10.30          |   | Secured Promissory Note issued by HSW International, Inc. to Sharecare, Inc., dated as of October 30, 2009                                                                                     |   | 10-Q   |   | 11/16/09       |   | 10.30   |   |   |
|           |   |                                                                                                                                                                                           |   |   |   |           |   |    |   |   |
| 10.31†   |   | Letter Agreement for Services Agreement by and between HSW International, Inc. and Sharecare, Inc., dated as of October 30, 2009                                                               |   | 10-Q/A |   | 1/22/10        |   | 10.31   |   |   |   |
|           |   |                                                                                                                                                                                           |   |   |   |           |   |    |   |   |
| 10.31.1        |   | First Amendment to the Letter Agreement for Services by and between Sharecare, Inc. and HSW International, Inc. dated December 30, 2009                                                        |   | 8-K    |   | 1/7/10         |   | 10.31.1 |   |   |
|           |   |                                                                                                                                                                                           |   |   |   |           |   |    |   |   |
| 10.31.2        |   | Second Amendment to the Letter Agreement for Services by and between Sharecare Inc and HSW International, Inc. dated June 30, 2010                                                             |   | 10-Q   |   | 8/12/2010      |   | 10.35   |   |   |
|           |   |                                                                                                                                                                                           |   |   |   |           |   |    |   |   |
| 10.32          |   | License Agreement dated as of October 30, 2009, by and among HSW International, Inc., Sharecare Inc. ZoCo 1, LLC, Discovery SC Investment, Inc., Oz Works, L.L.C., and Arnold Media Group, LLC |   | 10-Q/A |   | 1/22/10        |   | 10.31   |   |   |
|           |   |                                                                                                                                                                                           |   |   |   |           |   |    |   |   |
| 10.33          |   | Sublease Agreement by and between HSW International, Inc. and Sharecare, Inc. dated as of March 30, 2010                                                                                       |   | 8-K    |   | 4/5/10         |   | 10.33   |   |   |

----

| Exhibit |   |                    |   | Registrant’s |   |   |   | Exhibit |   | Filed    |
|---------|--------|-------------------------|--------|--------------------|--------|--------|--------|---------|--------|----------|
| Number  |   | Description of Document |   | Form               |   | Dated  |   | Number  |   | Herewith |

| 10.34** |   | Letter Agreement by and between HSW International, Inc. and Eric Orme                                                                                                                                                     |   | 10-Q   |   | 5/14/10 |   | 10.34   |   |   |
|---------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|---------|--------|---------|--------|--------|
| 10.35** |   | HSW International, Inc. 2010 Equity Plan                                                                                                                                                                                  |   | 8-K    |   | 6/21/10 |   | 10.34   |   |   |
| 10.37   |   | Senior Revolving Credit Agreement dated March 4, 2011 between HSW International, Inc. and Theorem Capital LLC                                                                                                             |   | 8-K    |   | 3/10/11 |   | 10.37   |   |   |
|    |   |                                                                                                                                                                                                                      |   |   |   |    |   |    |   |   |
| 10.38   |   | Revolving Promissory Note dated March 4, 2011 issued to Theorem Capital LLC                                                                                                                                               |   | 8-K    |   | 3/10/11 |   | 10.38   |   |   |
|    |   |                                                                                                                                                                                                                      |   |   |   |    |   |    |   |   |
| 10.39   |   | Option to Purchase Shares of Common Stock between HSW International Inc. and Sharecare Inc. dated November 17, 2010                                                                                                       |   |   |   |    |   |    |   | X      |
|    |   |                                                                                                                                                                                                                      |   |   |   |    |   |    |   |   |
| 10.40   |   | Services Agreement effective as of April 19, 2010, between HSW International, Inc. and Discovery Communications, LLC.                                                                                                     |   | 10-K   |   | 3/29/11 |   | 10.40   |   |   |
|    |   |                                                                                                                                                                                                                      |   |   |   |    |   |    |   |   |
| 14.1    |   | HSW International, Inc. Amended and Restated Code of Business Conduct and Ethics                                                                                                                                          |   | 8-K    |   | 4/18/08 |   | 14.1    |   |   |
|    |   |                                                                                                                                                                                                                      |   |   |   |    |   |    |   |   |
| 21.1    |   | Subsidiaries                                                                                                                                                                                                              |   |   |   |    |   |    |   |   |
|    |   |                                                                                                                                                                                                                      |   |   |   |    |   |    |   |   |
| 23.2.1  |   | Consent of PricewaterhouseCoopers LLP                                                                                                                                                                                |   | 10-K   |   | 3/29/11 |   | 23.21.1 |   |   |   |
|    |   |                                                                                                                                                                                                                      |   |   |   |    |   |    |   |   |   |
| 31.1    |   | Certification by the Principal Executive Officer pursuant to Section 240.13a-14 or section 240.15d-14 of the Securities and Exchange Act of 1934, as amended                                                         |   |   |   |    |   |    |   | X      |   |
|    |   |                                                                                                                                                                                                                      |   |   |   |    |   |    |   |   |   |
| 31.2    |   | Certification by the Principal Financial and Accounting Officer pursuant to Section 240.13a-14 or section 240.15d-14 of the Securities and Exchange Act of 1934, as amended                                          |   |   |   |    |   |    |   | X      |   |
|    |   |                                                                                                                                                                                                                      |   |   |   |    |   |    |   |   |   |
| 32*     |   | Certification by the Principal Executive Officer and Certification by the Principal Financial and Accounting Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |   |   |   |    |   |    |   | X      |   |

----

|   | HSW INTERNATIONAL, INC. |
|--------|------------------------------|
|   |                         |   |
|   | By:                          | /s/ Gregory M. Swayne |
|   | Name:                        | Gregory M. Swayne |
|   | Title:                       | Chief Executive Officer |