UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549

FORM 10-K/A
(Amendment No. 1)

|ý                                                                | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|---------------------------------------------------------------- | ----------------------------------------------------------------------------------
|For the year ended December 31, 2004                            
|OR                                                              
|o                                                                | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|For the transition period
from                                to

Commission File Number: 000-32621

INTAC INTERNATIONAL, INC.(Exact name of registrant as specified in its charter)

|NEVADA(State or other jurisdiction of
incorporation or organization)                                                      |  | 98-0336945(IRS Employer Identification No.)
|------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------
|Unit 6-7, 32/F., Laws Commercial Plaza
788 Cheung Sha Wan Road
Kowloon, Hong Kong(Address of principal executive offices) |  | N/A(Zip Code)                              
|(Registrant's telephone number, including area code)011 (852) 2385-8789                                                  
|Securities registered pursuant to Section 12(b) of the Exchange Act:None                                                 

Securities registered under Section 12(g) of the Exchange Act:Common Stock, par value $.001

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. ý Yes    o No

Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment
to this Form 10-K o.

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange
Act). ý Yes    o No

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on June 30, 2004 (the
last business day of the registrant's most recently completed second fixed quarter), was $103,721,000, based on the closing price of the registrant's common stock on The Nasdaq SmallCap Market of
$12.29 per share.

The
number of shares of the registrant's common stock, $0.001 par value per share, outstanding as of March 14, 2005 was 22,121,455.

DOCUMENTS INCORPORATED BY REFERENCE

The information required by Part III of this Report, to the extent not set forth herein, is incorporated by reference from the registrant's definitive proxy
statement for its 2005 annual meeting of stockholders as filed with the Commission on May 2, 2005.

EXPLANATORY NOTE

This Amendment No. 1 to the Annual Report on Form 10-K of INTAC International, Inc. (the "Company") amends and restates in their
entirety the cover page and Part III, Items 12 and 15, of the Company's Annual Report on Form 10-K filed with the Commission on March 16, 2005. Capitalized terms used
herein but not defined shall have the meanings assigned to such terms in the Company's Annual Report on Form 10-K.

No
other changes have been made to the Company's Annual Report on Form 10-K.



---





PART III

ITEM 12SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information with respect to INTAC's equity compensation plans, as of December 31, 2004, under which equity securities of
INTAC are authorized for issuance.

|Plan Category                                                  |  | Number of securities to be
issued upon exercise of
outstanding options, warrants
and rights |  | Weighted-average exercise
price of outstanding
options, warrants and rights |      | Number of securities remaining
available for future issuance
under equity compensation plans
(excluding securities reflected
in the second column)
|-------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------- | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------
|Equity compensation plans approved by security holders         |  | 600,000                                                                                     |  | $                                                                           | 8.53 |                                                                                                                                                   
|Equity compensation plans not approved by security holders (1) |  | 68,000                                                                                      |  |                                                                             |     |                                                                                                                                                   
|                                                               |  |                                                                                             |  |                                                                             |      |                                                                                                                                                   
|Total                                                          |  | 668,000                                                                                     |  | $                                                                           | 8.53 | (2)                                                                                                                                               
|                                                               |  |                                                                                             |  |                                                                             |      |                                                                                                                                                   

---

The
information required by Item 403 of Regulation S-K in response to this Item 12 is set forth in the Company's definitive proxy statement for its annual meeting of
stockholders and is incorporated herein by reference.

PART IV

ITEM 15EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Please
see the accompanying Index to Consolidated Financial Statements which appears on page F-1 of this report. The Reports of Independent Registered Public Accounting Firm,
Consolidated Financial Statements and Notes to Consolidated Financial Statements which are listed in the Index to Consolidated Financial Statements and which appear beginning on page F-2
of this report are included in Item 8 above.

Financial
Statement Schedules have been omitted because the information required to be set forth therein is not applicable or is included in the Consolidated Financial Statements or
notes thereto.

See
the Exhibit Index following the signature pages of this report.

See
the description under Item 15.(a)(2) above.

2

---





SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.

|Date: May 6, 2005 |  | INTAC INTERNATIONAL, INC.
|----------------- |  | -------------------------
|                  |  | By:                      

3

---





INDEX TO EXHIBITS

|Exhibits |  | Description                                                                                                                                                                                                                                                                                                                                                           
|-------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1      |  | Agreement and Plan of Reorganization, dated October 13, 2001, by and between Commodore Minerals, Inc., INTAC Holdco Corp., Wei Zhou and Yip Yin Kwan (filed as Exhibit 2.1 to Current Report on Form 8-K
dated October 13, 2001, filed with the Commission on October 30, 2001 (the "Reorganization Form 8-K") and incorporated herein by reference).                 
|2.2      |  | Stock Purchase Agreement, dated September 28, 2001, by and between Wei Zhou and Grayson Hand (filed as Exhibit 2.2 to Reorganization Form 8-K and incorporated herein by reference).                                                                                                                                                                                  
|2.3      |  | Stock for Stock Exchange Agreement dated December 31, 2004, by and among INTAC International, Inc., a Nevada corporation or its designees, and Forever Sino International Limited, a company incorporated in Hong Kong, China (filed as
Exhibit 2.1 to Current Report on Form 8-K, filed with the Commission on January 5, 2005 and incorporated herein by reference).
|3.1(i)   |  | Amended and Restated Articles of Incorporation (filed as Exhibit 3.1 to Current Report on Form 8-K/A dated October 13, 2001, filed with the Commission on December 26, 2001 and incorporated herein by reference).                                                                                                                                                    
|3.2(ii)  |  | Amended and Restated Bylaws (filed as Exhibit 3.2 to Current Report on Form 8-K dated October 1, 2001, filed with the Commission on October 15, 2001 and incorporated herein by reference).                                                                                                                                                                           
|10.1     |  | Employment Agreement by and between Commodore Minerals, Inc. (predecessor to the Registrant) and Wei Zhou dated as of October 16, 2001 (filed as Exhibit 10.5 to the Reorganization Form 8-K and incorporated herein by
reference).                                                                                                                                   
|10.2     |  | INTAC International, Inc. 2001 Long Term Incentive Plan (filed as Exhibit 4.1 to Form S-8 dated April 30, 2004, filed with the Commission on May 4, 2004 and incorporated herein by reference).                                                                                                                                                                       
|10.3     |  | Lease agreement by and between INTAC International Holdings, Ltd. and Realty Star Development Limited dated March 13, 2002 (filed as Exhibit 10.7 to Form 10-QSB for the quarter ended March 31, 2003, filed with the Commission
on May 20, 2002 and incorporated herein by reference).                                                                               
|10.4     |  | Employment Agreement by and between the Registrant and J. David Darnell dated as of June 11, 2002 (filed as Exhibit 10.1 to Form 10-QSB for the quarter June 30, 2002, filed with the Commission on August 20, 2002 and
incorporated herein by reference).                                                                                                            
|10.5     |  | Restricted Stock Agreement between the Registrant and J. David Darnell dated July 29, 2002 (filed as Exhibit 4.2 to Form S-8 dated April 30, 2004, filed with the Commission on May 4, 2004 and incorporated herein by
reference).                                                                                                                                    
|10.6     |  | T-Mobile agreement (a translation of which was also filed) (filed as Exhibit 10.3 to Form 10-KSB for the fiscal year ended December 31, 2002, filed with the Commission on March 28, 2003 and incorporated herein by
reference).                                                                                                                                      
|         |  |                                                                                                                                                                                                                                                                                                                                                                       

4

---



|10.7  |  | Joint Venture Agreement for the establishment of Beijing INTAC Purun Educational Development Ltd by and among EMIC of the Ministry of Education P.R.C., China Putian Corporation and INTAC International Inc. (filed as Exhibit 10.4 to
Form 10-QSB for the quarter ended September 30, 2003, filed with the Commission on November 14, 2003 and incorporated herein by reference).
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.8  |  | Subscription and Investment Representation Agreement, dated as of September 15, 2003, between INTAC International, Inc. and an accredited investor (filed as Exhibit 10.4 to Form 10-Q for the quarter ended September 30, 2003,
filed with the Commission on November 14, 2003 and incorporated herein by reference).                                                             
|10.9  |  | Assignment of Joint Venture Interest and Release of Debt agreement (filed as Exhibit 10.6 to Form 10-KSB for the fiscal year ended December 31, 2003, filed with the Commission on March 30, 2004 and incorporated herein by
reference).                                                                                                                                           
|10.10 |  | Loan and Interest Pledge Agreement (filed as Exhibit 10.7 to Form 10-KSB for the fiscal year ended December 31, 2003, filed with the Commission on March 30, 2004 and incorporated herein by reference).                                                                                                                                                                           
|10.11 |  | Share Transfer Agreement (filed as Exhibit 10.1 to Form 10-QSB for the quarter ended June 30, 2004, filed with the Commission on August 16, 2004 and incorporated herein by reference).                                                                                                                                                                                            
|10.12 |  | Loan and Interest Pledge Agreement (filed as Exhibit 10.2 to Form 10-QSB for the quarter ended June 30, 2004, filed with the Commission on August 16, 2004 and incorporated herein by reference).                                                                                                                                                                                  
|10.13 |  | Subscription and Investment Representation Agreement, dated as of May 13, 2004, between INTAC International, Inc. and an accredited investor (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the
Commission on May 26, 2004 and incorporated by reference herein).                                                                                  
|21.1  |  | List of Subsidiaries (filed herewith).                                                                                                                                                                                                                                                                                                                                             
|23.1  |  | Consent of KBA Group LLP, Independent Registered Public Accounting Firm (filed herewith).                                                                                                                                                                                                                                                                                          
|24.1  |  | Power of Attorney (included in signature page herewith).                                                                                                                                                                                                                                                                                                                           
|31.1  |  | Certification of Wei Zhou, President and Chief Executive Officer (filed herewith).                                                                                                                                                                                                                                                                                                 
|31.2  |  | Certification of J. David Darnell, Senior Vice President and Chief Financial Officer (filed herewith).                                                                                                                                                                                                                                                                             
|32.1  |  | Certification of Wei Zhou, President and Chief Executive Officer (filed herewith).                                                                                                                                                                                                                                                                                                 
|32.2  |  | Certification of J. David Darnell, Senior Vice President and Chief Financial Officer (filed herewith).                                                                                                                                                                                                                                                                             

5

---



QuickLinks