================================================================


                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549


                            FORM 8-K


                         CURRENT REPORT
             Pursuant to Section 13 or 15(d) of the
                Securities Exchange Act of 1934



                        October 13, 2001
        Date of Report (Date of earliest event reported)


                    Commodore Minerals, Inc.
                   (d/b/a INTAC International)
     (Exact name of registrant as specified in its charter)



        Nevada              000-32621            98-0336945
   (State or other      (Commission File        (IRS Employer
   jurisdiction of           Number)         Identification No.)
    incorporation)



   Unit 1809, 18/F., Modern Warehouse
      6 Shing Yip Street, Kwun Tong
           Kowloon, Hong Kong                         N/A
(Address of principal executive offices)          (Zip Code)



                         (852) 2385.8789
       Registrant's telephone number, including area code



                               N/A
  (Former name or former address, if changed since last report)


================================================================

<PAGE>

Item 2.  ACQUISITION OR DISPOSITION OF ASSETS

Description of Acquisitive Transaction
--------------------------------------

     Pursuant to an Agreement and Plan of Reorganization dated
October 13, 2001, we acquired ownership of all of the outstanding
shares of Intac International Holdings Limited, a Hong Kong
corporation, and its wholly owned subsidiary, New Tech Handels
GmbH, a German corporation. We will refer to these businesses
collectively as the "INTAC Operating Companies" throughout this
Current Report. We issued 4,950,000 shares of our common stock to
acquire 99% of these shares from Wei Zhou, our current Chief
Executive Officer and a director. The remaining 1% of the stock
of the INTAC Operating Companies was acquired from Ms. Yip Yin
Kwan, an employee of the INTAC Operating Companies, for an
additional 50,000 shares of our common stock. We determined the
number of shares to be issued in the exchange after consideration
of the relative values of each of the entities involved. In light
of Mr. Zhou's control of, and interest in, the INTAC Operating
Companies, the transaction involving them has been approved by
Mr. Hans Schuld, individually, in his capacity as the then-
existing sole disinterested director of the company. After the
transaction, we added Mr. J. David Darnell as another qualified
independent director to our company.

     A copy of the Reorganization Agreement has been attached as
Exhibit 2.1 to this Current Report. Please refer to this document
for further information concerning the transaction involving the
INTAC Operating Companies.

     Our decision to effect the acquisition of the INTAC
Operating Companies was based on the following factors:

     *    we believe that we can create a publicly traded company
          that is a major distributor of mobile communications
          equipment worldwide;

     *    we believe that the combination of the INTAC Operating
          Companies and our company could enhance our ability to
          raise capital and broaden the base of our potential
          investors;

     *    we believe that our current status under the Securities
          Exchange Act of 1934 will provide us with a certain
          level of credibility in the markets and the industry
          generally;

     *    we believe that our public company status will prove
          useful in attracting additional qualified personnel,
          including those motivated by stock options and similar
          stock-based incentives; and

     *    we believe that the inclusion of our shares on the Over-
          The-Counter Bulletin Board ("OTCBB") system will result
          in our shares becoming more attractive to possible
          acquisition candidates.

     There can be no assurances that the acquisition by us of the
INTAC Operating Companies will achieve the objectives of
management.

Implications of the Acquisition of the INTAC Operating Companies
----------------------------------------------------------------

     As indicated above, Commodore Minerals was the legal
acquiror of the INTAC Operating Companies and, accordingly, the
Reorganization Agreement was effected through the issuance by
Commodore Minerals of 5,000,000 shares of its common stock in
exchange for 100% of the common stock then outstanding of the
INTAC Operating Companies. Nevertheless, for accounting purposes,
the

                               -2-

<PAGE>

acquisition of the INTAC Operating Companies will be treated as a
reverse acquisition of Commodore Minerals by the INTAC Operating
Companies.

     The purchase method of accounting was used in connection
with the reverse acquisition of Commodore Minerals as described
above. As such, the INTAC Operating Companies will be treated as
the acquiror for accounting purposes. Consequently, the results
of operations reported in the consolidated financial statements
reflect the operations of the INTAC Operating Companies prior to
October 13, 2001 (the date of acquisition) and reflect the
combined operations of the INTAC Operating Companies and
Commodore Minerals after that date.

     Please refer to "Item 8. CHANGE IN FISCAL YEAR" in this
Current Report for information concerning the transition reports
we intend to file with the U.S. Securities and Exchange
Commission as a result of this reverse acquisition.

History
-------

     Commodore Minerals was incorporated in the State of Nevada
on September 20, 2000. Prior to consummation of the transactions
contemplated by the Reorganization Agreement, we were involved in
the process of exploring the value of our mineral property.
Specifically, we maintained an option agreement, acquired
November 20, 2000, pursuant to which we had the right to obtain a
51% interest in a mineral claim block owned by Gordon Keevil, a
former director. The claim was located in the Cariboo Mining
Division of British Columbia. At the time that we elected to
enter into the Reorganization Agreement, we had not determined
whether such property contained reserves that were economically
recoverable.

     In order to earn the mineral interest, we were required to
make cash payments and incur exploration expenditures as follows:

     Cash payments:

          *    $2,500 on execution of the agreement (paid)
          *    $10,000 by November 22, 2001
          *    $50,000 by November 22, 2002
          *    $75,000 by November 22, 2003
          *    $100,000 by November 22, 2004

     Exploration expenditures:

          *    $7,500 by October 31, 2001
          *    $100,000 by October 31, 2002
          *    $200,000 by October 31, 2003
          *    $300,000 by October 31, 2004
          *    $750,000 by October 31, 2005

     In connection with our decision to pursue a transaction
involving the INTAC Operating Companies, we elected to terminate
this mineral option. The option expired on October 11, 2001,
without additional cost or liability to us.

                               -3-

<PAGE>

Business Risk Factors
---------------------

     Investors considering acquiring the shares of our common
stock after the acquisition of the INTAC Operating Companies
should consider carefully the following business risk factors.
Any of the following risks, as well as other risks and
uncertainties that are not yet identified or that we currently
believe are immaterial, could harm our business, financial
condition and operating results, and could result in the complete
loss of any investment.

                  RISKS RELATED TO OUR BUSINESS

     We are an early stage company and therefore our business and
prospects are difficult to evaluate

     Intac International Holdings Limited and New Tech Handels
GmbH, our operating subsidiaries, commenced initial operations in
January 2001 and January 2000, respectively, although New Tech
was not acquired by Intac International until September 2001.
Therefore, the INTAC Operating Companies have not operated
collectively for any appreciable period of time, nor do we have
any meaningful operating history on which to base an evaluation
of our 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:

     *    adapt   and  successfully  execute  our  evolving   and
          unpredictable business model;

     *    obtain favorable pricing on our inventory purchases;

     *    sell  our  products outside of traditional distribution
          channels;

     *    manage our inventory costs and obsolescence risks;

     *    manage  and  adapt  to rapidly changing  and  expanding
          operations;

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

     *    respond effectively to competitive developments;

     *    raise  the  necessary capital to finance the growth  of
          our operations;

     *    attract, retain and motivate qualified personnel; and

     *    manage each of the other risks set forth below.

     Because of our lack of operating history and the early stage
of our development, we have limited insight into trends and
conditions that may exist or might emerge and affect our
business. We cannot be certain that our business strategy will be
successful or that we will successfully address these risks.

     Our efficient distribution business model may not be
successful which could result in the need to quickly change our
growth strategy or business plan

     Our "efficient distribution" business model is premised upon
our ability to acquire inventory in bulk at competitive prices
and quickly resell the products into other geographic markets. We
are a pure distribution business and we do not currently offer
any additional services or product enhancements to accompany the
sale of our inventory. To the extent that customer preferences
dictate that additional

                               -4-

<PAGE>

services or product enhancements are required to successfully
compete in the wireless products industry, we may be forced to
quickly change our business plan. While we attempt to distinguish
ourselves based upon price and our ability to adapt to changes in
market trends, many of our competitors couple their distribution
of wireless communications products with product enhancements and
services.

We do not maintain sufficient redundant sources of supply at this time

     We have historically purchased substantially all of the
cellular telephones (commonly referred to as "wireless handsets")
resold by us from only a few wholesalers. Although we intend to
seek out and obtain additional sources of supply in the near
future, we do not currently have any commitments of supply from
any other sources. Accordingly, we are currently dependent on our
existing few suppliers to provide us with adequate inventories.
To the extent that any manufacturers or distributors to existing
or future suppliers terminate or modify the terms of their
relationships with our suppliers to discourage resales by us, our
suppliers may cease providing products to us at the favorable
pricing that we currently enjoy. Any decrease in our number of
suppliers, or in the terms available from them, could cause us to
purchase inventory at higher prices.

Our  five  largest  customers represent a  majority  of  our
business  and  our success depends, in significant part, on our
ability to retain them as customers

     Our largest customers represent a majority of our business.
For the three months ended September 30, 2001, our five largest
customers represented 56% of our business. We do not maintain
contracts with these or any other of our customers. If any one or
more of these customers were to reduce or stop their purchasing
of products from us prior to the time that we were able to obtain
significant additional customers and thereby reduce our reliance
on them, our business, operating results and financial condition
would be materially adversely affected. We cannot assure you that
any of our principal customers will be customers of ours in
future periods.

We do not have any vendor or customer contracts which renders
our supply and distribution channels particularly unstable

     We do not have any long-term agreements with our suppliers,
and instead acquire our inventory pursuant to purchase orders at
prices that fluctuate frequently. In addition, we resell our
inventory to various retail and wholesale distributors based upon
purchase orders at varying prices, and we do not have any long-
term contracts with any of our customers. Accordingly, our
suppliers are not contractually obligated to sell to us in the
future and our customers are not contractually obligated to buy
from us in the future.

Our business operates on a low-margin basis and our margins
may be reduced in the future

     Our business operates on a high-volume, low-margin basis.
Our ability to generate sales is based upon our having an
adequate supply of products. The gross margins that we realize on
sales of wireless handsets could be reduced due to increased
competition or a growing industry emphasis on cost containment.
In addition, we expect our operating expenses to increase
significantly as we expand into new geographic markets and incur
additional personnel, legal, accounting and other costs
associated with operating as a public company. Therefore, our
future profitability will depend on our ability to increase sales
to cover our additional expenses. We may not be able to cause our
sales rates to grow substantially. Even if our sales rates do
increase, the gross margins that we receive from our sales may
not be sufficient to make our future operations profitable.

We are subject to risks of inventory price declines and obsolescence

     We purchase inventory at prices that fluctuate regularly,
sometimes daily, based upon market conditions. Although we
typically locate a buyer for all or some portion of a supply
order prior to effecting a purchase from our suppliers, we
necessarily assume inventory, price erosion and

                               -5-

<PAGE>

obsolescence risks for all unsold or unallocated products. These
risks are especially significant because wireless telephone
products generally are characterized by rapid technological
change and obsolescence which impacts customer demand.  Our
success will depend on our ability to purchase inventory at
attractive prices relative to its resale value and our ability to
turn our inventory rapidly through sales. Our initial operations
have focused primarily on wholesale distribution networks, which
generally have a shorter inventory cycle than retail sales. If we
pay too much or hold inventory too long, we may be forced to sell
our inventory at a discount or at a loss or write down its value.

We are a small player in a highly competitive environment

     We compete with numerous well-established companies, many,
if not most, of which are larger and have greater capital and
management resources than we do. In certain markets, we face
competition from manufacturers of products that we resell and
from our own suppliers. We compete primarily on the basis of
price, inventory availability, delivery time and our customer
relationships. To the extent our competitors market the same or
similar products and have superior financial resources, those
competitors are better able to withstand substantial price
competition and to implement extensive promotional programs. We
expect price competition to increase in the future. Because of
this intense competition, wholesale distributors, including our
company, generally operate with low gross margins. Our ability to
remain competitive will be largely dependent on our ability to
control costs and protect profit margins, and to anticipate and
respond to various competitive factors affecting the industry.
Certain of these factors include new products introductions,
changes in consumer preferences, demographic trends,
international, national, regional and local economic conditions
and discount pricing strategies implemented by competitors. In
addition, our business plan could be adversely affected if
product manufacturers elected to market wireless products
directly to consumers rather than through distribution networks.
The trend for direct sales by manufacturers to end-users has
accelerated in the European Union, and therefore reduces the
margins and business opportunities for companies like ours that
resell a manufacturer's products. In addition, we face
competition from network operators that discount the price of
wireless communications products in connection with promotional
efforts to sell wireless communications services. No assurance
can be given that we will compete successfully in the wholesale
distribution market, particularly as we enter new international
markets.

We will need additional financing, almost immediately, to
grow our business

     Our inventory purchases generally require the payment in
full of the purchase price of the inventory prior to its
delivery. Therefore, our ability to grow our business and acquire
additional inventory is dependent upon increasing our working
capital resources. We intend to seek additional working capital
almost immediately. To the extent we are unable to increase our
working capital assets, we will not be able to significantly
increase our inventory purchases and accordingly, the growth of
our sales could be restricted. In addition, we may expand to
other geographic markets and the start-up costs for distribution
and other marketing channels in new geographic markets will
require additional capital. We do not currently have any lending
arrangements with any banks or other third parties, nor do we
have any commitments to obtain such an arrangement.  We cannot
assure you that additional financing will be available on
favorable terms, or at all.  If funds are not available when
required for our working capital needs or other transactions, our
ability to carry out our business plan could be adversely
affected, and we may be required to scale back our growth and
operations to reflect the extent of available funding.  If we are
able to arrange for credit facilities from lenders, the debt
instruments are likely to include limitations on our ability to
incur other indebtedness, to pay dividends, to create liens, to
sell or purchase our capital stock, to sell assets or to make
acquisitions or enter into other transactions.  Such restrictions
may adversely affect our ability to finance our future operations
or capital needs or to engage in other business activities.  If
we raise additional funds by issuing equity or convertible debt
securities, the percentage ownership of our stockholders will be
reduced. These securities may have rights, preferences or
privileges senior to those of our common stockholders.  If we are
unable to obtain substantial

                               -6-

<PAGE>

increases in our working capital resources, our ability to
increase our revenues and profits will be materially and
adversely affected.

If we experience problems in our distribution operations, we
could lose customers

     In addition to inventory suppliers, we depend on several
other third-parties over which we have limited control,
including, in particular, freight forwarding companies and common
carriers. We have no long-term relationships with any of these
parties. We are therefore subject to risks, including risks of
employee strikes and inclement weather, which could result in
failures by such parties to provide services to us in a timely
manner, which could damage our reputation.

The growth we seek is rare and inherently problematic

     Substantial future growth will be required in order for us
to realize our business objectives. Growth of this magnitude is
rare, especially in weakened economic periods such as that
currently experienced throughout the world. 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 much larger
work force. If we do not manage the growth of our business
effectively, our revenues and profits could be materially and
adversely affected.

Mr. Zhou controls our management and the outcome of any
shareholder vote

     As of October 26, 2001, Mr. Zhou had voting power with
respect to 11,950,000 shares, or 62.6%, of our common stock. As a
result, Mr. Zhou controls all matters requiring stockholder
approval, including the election of directors and approval of
significant corporate transactions, such as mergers,
consolidations, sales of substantially all of our assets or a
transaction that could result in our company ceasing to be
publicly held.  Mr. Zhou is also our Chief Executive Officer and
a director of our company.

We depend, almost entirely, on the services of Mr. Zhou

     Our success is substantially dependent on the efforts of Wei
Zhou, our Chief Executive Officer. In addition to the fact that
Mr. Zhou is our founder and the key contact with all of our most
significant suppliers and customers, he is currently our only
full-time executive officer. Therefore, we are almost entirely
dependent on his services. The loss or interruption of the
continued full-time service of Mr. Zhou would materially and
adversely affect our business. We do not maintain key man
insurance on the life of Mr. Zhou. To support our anticipated
growth, we will be required to effectively recruit, develop and
retain additional qualified management. If we are unable to
attract and retain such necessary personnel, it could have a
materially adverse effect on our growth.

Our Acting Principal Financial and Accounting Officer is not
a full-time employee

     James Stephens, our Vice President-Finance and Acting
Principal Financial and Accounting Officer, is not a full-time
employee. He performs services for us under a short-term
Consulting Services Agreement. Although we intend to seek out and
retain a full-time Chief Financial Officer, we do not currently
have a senior financial executive devoting his or her full time
and attention to the business of our company.

Because of factors unique to us, the market price of our
common stock is likely to be particularly volatile

     Daily trading in our common stock has only recently
commenced. Because of the manner in which we became a public
company, the relatively few number of shares available for resale
on the OTCBB, the early stage of our business and numerous other
factors, the trading price of our common stock is likely to
experience significant fluctuations in the future. In addition,
actual or anticipated

                               -7-

<PAGE>

variations in our quarterly operating results; the introduction
of new services, products or technologies by our suppliers or our
competitors; changes in conditions or trends in the wireless
telecommunications industry; changes in governmental regulation;
or changes in securities analysts' estimates of our future
performance or that of our competitors or our industry in
general, all could affect future stock performance. Investors
should not consider acquiring our common stock to the extent they
are unable to absorb a complete loss of their investment.

Our common stock is subject to the "penny stock" rules which
may make it a less attractive investment

     Our common stock currently trades on the OTC Bulletin Board.
Although we intend to file an application to list our stock on
the Nasdaq Stock Market's National Market or SmallCap Market at
some point in the future, we may not meet the initial listing
standards for either of these markets for some time, if at all.
Therefore, we cannot provide any assurances that a liquid trading
market will exist at the time any investor desires to dispose of
any shares of our common stock.  In addition, our common stock is
subject to the so-called "penny stock" rules that impose
additional sales practice requirements on broker-dealers who sell
such securities to persons other than established customers and
accredited investors. An accredited investor is generally defined
as an investor with a net worth in excess of $1 million or annual
income exceeding $200,000 or $300,000 together with a spouse.
For transactions covered by the penny stock rules, a broker-
dealer must make a suitability determination for the purchase and
must have received the purchaser's written consent to the
transaction prior to sale.  Consequently, both the ability of a
broker-dealer to sell our common stock and the ability of holders
of our common stock to sell their securities in the secondary
market may be adversely affected.  The Securities and Exchange
Commission has adopted regulations that define a "penny stock" to
be an equity security that has a market price of less than $5.00
per share, subject to certain exceptions.  For any transaction
involving a penny stock, unless exempt, the rules require the
delivery, prior to the transaction, of a disclosure schedule
relating to the penny stock market.  The broker-dealer must
disclose the commissions payable to both the broker-dealer and
the registered representative, current quotations for the
securities and, if the broker-dealer is to sell the securities as
a market maker, the broker-dealer must disclose this fact and the
broker-dealer's presumed control over the market.  Finally,
monthly statements must be sent disclosing recent price
information for the penny stock held in the account and
information on the limited market in penny stocks.  As a result
of the additional suitability requirements and disclosure
requirements imposed by the "penny stock" rules, an investor may
find it more difficult to dispose of our common stock.

                  RISKS RELATED TO OUR INDUSTRY

New technologies may reduce the demand for our products

     The technology relating to wireless handsets changes
rapidly, and industry standards are constantly evolving,
resulting in product obsolescence and short product life cycles.
If other companies develop and commercialize new technologies or
products in related market segments that compete with existing
wireless technologies, it could materially change the types of
products that we may be required to offer or result in
significant price competition. Notwithstanding our model of
efficient distribution, product obsolescence could result in
significantly increased inventories of our unsold products.
Furthermore, if we elect to stock our inventories in the future
with any of these technologies and products, we will run the risk
that our existing customers and consumers may not be willing, for
financial or other reasons, to purchase new equipment necessary
to utilize these new technologies. There is no assurance that new
technologies will not reduce the demand for our products.

                               -8-

<PAGE>

We may become subject to suits alleging medical risks
associated with our wireless handsets

     Lawsuits or claims have been filed or made against
manufacturers of wireless handsets over the past years alleging
possible medical risks, including brain cancer, associated with
the electromagnetic fields emitted by wireless communications
handsets. There has been only limited relevant research in this
area, and this research has not been conclusive as to what
effects, if any, exposure to electromagnetic fields emitted by
wireless handsets has on human cells. Substantially all of our
revenues are derived, either directly or indirectly, from sales
of wireless handsets. Because of our participation in the
distribution of wireless handsets, we may become subject to
lawsuits filed by plaintiffs alleging various health risks from
our products. If any future studies find possible health risks
associated with the use of wireless handsets or if any damages
claim against us is successful, it would likely have a material
adverse effect on our business. Even an unsubstantiated
perception that health risks exist could adversely affect our
ability or the ability of our customers to market wireless
handsets.

         RISKS ATTRIBUTABLE TO INTERNATIONAL OPERATIONS

We are subject to risks of currency fluctuations and
exchange restrictions

     Currency fluctuations, devaluations and exchange
restrictions may adversely affect our liquidity and results of
operations. A substantial portion of our business involves the
purchase of wireless telephones in Europe for resale in Asia-
Pacific. We attempt to manage the risk of foreign currency
devaluation by holding those wireless telephone products which
are not allocated to a particular customer in inventory for a
short time (typically less than 30 days) and by requiring our
customers to pay cash (in local currency) for the full price of
an order upon delivery. To the extent that our inventory cycle
increases, the risks of currency fluctuations decreasing our
gross margins on sales of our products will increase.  In
addition, 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
restricted from time to time.

Our industry depends upon the development and expansion of
wireless communications systems

     The expansion of our business in international markets in
many cases is dependent upon the activation and expansion of
wireless communications systems by wireless carriers and upon the
quality of those systems. The failure of wireless carriers to
activate or expand sufficient wireless communications systems in
foreign countries could inhibit our growth. Similarly, the
failure of foreign governments to authorize the installation of
wireless communications systems, or an unexpected change in
government policy related to the installation of wireless
communications systems, could materially and adversely affect our
revenues and profits.

Our international operations subject us to other significant risks

     Our international operations 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, shipping delays, the risk of failure or
material interruption of wireless systems and services, possible
wireless product supply interruption and potentially significant
increases in wireless product prices. Changes may occur in
foreign trade and investment laws in the territories and
countries where we 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.



                               -9-

<PAGE>

Special Note Regarding Forward Looking Statements

     Some of the information discussed under the captions
"Business Risk Factors," "Business," "Plan of Operation" and
elsewhere in this Current Report on Form 8-K are forward-looking
statements. These statements include, but are not limited to:

     *    statements, including third-party statements, relating
          to the number or growth of mobile communications users
          and other market data;

     *    statements regarding our plans for future expansion,
          including expansion into additional geographic regions;

     *    statements regarding the anticipated benefits of our
          industry contacts and strategic relationships;

     *    statements regarding our ability to achieve
          satisfactory operating performance during growth
          periods for our company;

     *    statements regarding ongoing changes in the wireless
          handset distribution industry and our ability to
          capitalize thereon;

     *    statements regarding our future capital requirements
          and our ability to satisfy our capital needs; and

     *    statements using terminology such as "may," "will,"
          "expect," "intend," "estimate," "anticipate," "plan,"
          "seek," or "believe."

     We have based these forward-looking statements on our
current expectations and projections about future events.
Although we believe that the expectations reflected in such
forward-looking statements are accurate, we cannot assure you
that such expectations will occur. Our actual future performance
could differ from such statements, perhaps materially.
Furthermore, neither we nor any other person assumes
responsibility for the accuracy or completeness of these
statements. Factors that could cause or contribute to such
differences include, but are not limited to:

     *    the fact that we are an early-stage company with an
          evolving and unpredictable business model;

     *    our relatively few number of current suppliers and
          customers;

     *    our lack of supply contracts with our vendors or
          distribution contracts with our customers;

     *    our ability to continue to purchase sufficient
          equipment on terms favorable to us;

     *    our ability to continue to sell equipment outside of
          traditional distribution channels;

     *    the fact that we operate in a highly competitive, low-
          margin environment;

     *    the advent of new technology;

     *    our anticipated rise in operating expenses;



                              -10-

<PAGE>

     *    our need for additional capital; and

     *    each of those other factors identified under "Business
          Risk Factors" above.

     You should not unduly rely on these forward-looking
statements, which speak only as of the date of this filing.
Except as required by law, we are not obligated to publicly
release any revisions to these forward-looking statements to
reflect events or circumstances occurring after the date of this
filing or to reflect the occurrence of unanticipated events. All
subsequent written and oral forward-looking statements
attributable to us, or persons acting on our behalf, are
expressly qualified in their entirety by the statements in those
sections.

BUSINESS

     General Background
     ------------------

     Commencing with the acquisition of the INTAC Operating
Companies, we have become a distributor of wireless handsets in
the global wireless telecommunications marketplace. Our customers
include wholesalers, agents, retailers and other wireless
equipment distributors worldwide.  During the three months ended
September 30, 2001, we distributed substantially all of our
wireless handset products into Hong Kong, although we also
distributed into other parts of Asia-Pacific and Europe. We
generally do not sell our products to end-users. We distribute
wireless handsets manufactured by major mobile communications
equipment manufacturers including Siemens, Samsung, Nokia,
Motorola and Ericsson. We currently maintain operations and sales
offices in Frankfurt, Germany and Hong Kong. We intend to expand
our distribution network into Beijing, China during the first six
months of 2002.

     Our founder and Chief Executive Officer has over five years
of experience in supply channel and distribution channel
development for the wireless handset industry. We believe that we
have developed a system of efficient distribution that well
positions us to capture an increasingly larger portion of the
expanding worldwide wireless handset market without incurring
significant added infrastructure cost. We intend to pursue this
objective by (1) focusing on our core competencies, (2)
capitalizing on our existing geographic footprint, (3) expanding
our global sales capabilities, and (4) complimenting our existing
business with selective strategic acquisitions.

     Intac International Holdings Limited and New Tech Handels
GmbH, our operating subsidiaries, commenced initial operations in
January 2001 and January 2000, respectively, although we did not
acquire New Tech until September 2001. Consequently, we are
properly regarded as an early stage company. We have a very
limited operating history upon which investors and others can
evaluate our company, our current business and our prospects. See
"Business Risk Factors - We are an early stage company and
therefore our business and prospects are difficult to evaluate."

     Growth in the Industry
     ----------------------

     Growth in the number of wireless handset users worldwide has
been fueled by several factors, including:

          *    expansion of network operators into previously
               unserved areas, particularly in portions of Asia-
               Pacific;

          *    increased deregulation;

          *    availability of appropriate additional wireless
               spectrum;

          *    convergence of Internet, voice, data and other
               technologies;



                              -11-



<PAGE>

          *    increasing consumer demand for advances in
               wireless technologies and handset functionality;
               and

          *    decreasing consumer prices for handsets and
               wireless service.

According to the EMC World Cellular Database, an industry
research firm, the number of wireless subscribers worldwide will
increase from approximately 728 million at the end of 2000 to
approximately 1.0 billion in 2001 and 1.7 billion in 2003.
Gartner Dataquest, a unit of Gartner, Inc., a market research
firm, expects that the number of mobile telephone units sold
during calendar 2001 alone will exceed 450 million. Relatedly, we
expect that the consumer trend of upgrading handsets will
continue as end-users purchase newer, more feature-laden models
to replace existing equipment. Nokia and Motorola, two of the
largest mobile handset manufacturers, agree that replacements
will account for about 50 percent of wireless handset sales in
2001 and Nokia estimates that between 70-80 percent of handset
sales in coming years will be replacement purchases, partly as a
result of new and evolving technologies.

     Industry Challenges
     -------------------

     Notwithstanding the increasing demand for wireless handsets,
numerous factors have converged in recent years to create new
challenges for traditional wireless equipment distributors.
Specifically, we observe the following:

     *    Increasing Number of Equipment Manufacturers and
          Available Models.  Originally, there were only a
          relatively few number of manufacturers of mobile
          communications equipment. However, within the last
          several years, numerous other companies, including
          those that have historically manufactured consumer
          electronics, have also entered the market. An example
          of this last category includes Hayer. In addition, as
          technology has expanded and features have been added,
          the number of available models per manufacturer has
          also increased. We expect both these trends to continue
          as the demand for wireless handsets continues to
          increase. We believe that because many traditional
          distributors attempt to carry, on hand, a commercially
          adequate supply of handsets for each manufacturer by
          model, they are experiencing greater costs and higher
          inventory risk. Further, we believe that these
          distributors tend to turn their inventory fewer times
          per month.

     *    Lack of Brand Loyalty.  Competition among handset
          manufacturers is intense resulting in market share
          between manufacturers shifting continually, sometimes
          dramatically. Although the industry remains largely
          dominated by three vendors (specifically, Nokia,
          Motorola and Siemens), numerous smaller manufacturers
          have entered the market, further increasing the
          competition among manufacturers. We believe that
          consumer handset selection is based less on brand name
          loyalty and more on features and functionality, size
          and appearance, pricing and incentives and perceived
          technological advancement. We also believe this trend
          will continue. Accordingly, we contend that those
          distributors having long-term Distribution Agreements
          with vendors and manufacturers or agreements containing
          "minimum commitments" will find it more difficult to
          react to consumer preference changes.

     *    Unaffiliated and Operator-Affiliated Retailer Base.
          Because of the strong growth in worldwide users of
          mobile communications, the number of retail locations
          selling wireless handsets is also increasing. We
          believe that many of these locations are unaffiliated
          with a network operator and are generally free to
          purchase inventory from any entity they desire. We
          expect that this trend has been fueled somewhat by the
          number of repeat users desiring to purchase new
          equipment but who do not desire to switch their
          existing service provider. We note also that many of
          these retailers, or the



                              -12-

<PAGE>

          distributors that serve them, generally desire to
          purchase in smaller quantities not readily available
          from traditional distributors. In addition, as it
          relates to operator-affiliated locations, we recognize
          that the vast majority of retailers must necessarily
          rely on secondary sources of supply. In either case, it
          is our operating assumption that the purchasing agents
          in these situations are motivated to buy from a
          distributor primarily on the basis of price and
          availability and secondarily on the basis of a prior
          business relationship.  Consequently, we expect that
          those distributors that compete on a basis other than
          price, availability and relationship will find it
          increasingly difficult to reach the unaffiliated
          retailer and operator-affiliated base.

     *    Price Volatility.  Over the last several years, prices
          for wireless handsets have become increasingly
          volatile. This is due to, among other things, increased
          supply into the various sales channels, larger number
          of manufacturers, political activities and a slow-down
          in the economy generally. As a consequence of this
          volatility, a "spot market" has developed in which
          large quantities of inventory can be purchased and sold
          at the then prevailing market price. Prices for
          equipment can vary as much as 10% from one day to the
          next. Traditional distributors often find it difficult
          to participate or benefit from this spot market due to
          their contractual arrangements with the manufacturers,
          among other reasons.

     Traditional Response to Industry Challenges
     -------------------------------------------

     As a result of these factors, many distributors have
expanded their focus to provide ancillary products (such as
accessories) and ancillary services (such as warehousing,
customized packaging, "inventory management," and other
"logistics services") to their customers. It is commonly believed
among traditional distributors that such ancillary products and
services carry a higher gross margin than merely the distribution
of wireless handsets. At the same time, many large network
operators and manufacturers are embracing the move to an
outsourced solution for their distribution needs because of their
ability to shift to the distributor:

     *    the significant initial and continuing costs of
          maintaining warehouse facilities and providing
          logistics services;

     *    the risks, or potential risks, associated with
          inventory management and storage; and

     *    the other efficiency issues associated with maintaining
          an infrastructure that must expand and contract to meet
          consumer demand.

     Similar to other distribution industries that have migrated
to a "full service" approach, we believe that handset
distributors are facing increasing costs for personnel, IT
infrastructure, warehouse facilities and general overhead. We
believe that as wireless equipment manufacturers continue to
migrate toward a mix of products and services, traditional
distributors will find it increasingly difficult to efficiently
integrate and manage these separate operations into a cost-
effective solution for their customers. Consequently, we suspect
that as revenues for full service distributors increase, their
expected efficiencies of scale may not.

     In this evolving, competitive environment, we believe that
we have developed a system of efficient distribution that will
provide us with substantial opportunity to become a market leader
in the wireless handset distribution industry.



                              -13-

<PAGE>

     Our System of Efficient Distribution
     ------------------------------------

     We believe that our system of distribution, referred to
internally as "efficient distribution," offers the following long-
term competitive advantages to us:

     *    Permits Us to Focus on Best Selling Products.  We have
          begun to establish meaningful relationships with
          significant industry leaders, including network
          operators, large retailers and other worldwide
          distributors. These relationships permit us to monitor,
          on an ongoing basis, trends in consumer buying patterns
          for wireless handsets.  This information, in turn,
          provides us with the opportunity to trade in only those
          models deemed by us to be the most popular among end-
          users, thereby reducing our inventory risk and
          increasing the number of inventory turns per month when
          compared to that of our competitors.

     *    Provides Us with the Ability to Quickly Modify
          Inventory Mix.  We differ from other distributors in
          that we do not stock continuing lines of handsets. Our
          customers know that we offer a continuity of equipment
          availability with ever-changing individual equipment
          offerings, thus providing a higher proportion of low
          cost inventory. We believe that this strategy permits
          us to be more flexible in our stock purchases than we
          would be if governed by certain manufacturers'
          Distribution Agreements.

     *    Results in our Reputation as a "Best Source" Provider.
          We attempt to compete first on price and availability
          and secondarily on business relationships. We are
          capable of shipping orders for as few as 100 units,
          although our average order is much larger. Accordingly,
          we believe we are well positioned to serve the growing
          unaffiliated retailer base.  Further, we believe that
          our ability to quickly source mobile telecommunications
          equipment at favorable prices provides us with a key
          competitive advantage as a secondary supplier to the
          operator-affiliated retailers.

     *    Grants Us the Opportunity to Aggressively Exploit the
          Spot Market.  As a participant in the "spot market" for
          wireless handsets, there is no set price to us for the
          purchase of inventory. The pricing is usually
          negotiated for each transaction based on the current
          market prices for similar equipment, the location of
          the equipment, the number of handsets to be moved, the
          cost and effort anticipated in packing and shipping the
          units, and other relevant factors. Likewise, we
          determine our selling prices on the basis of current
          market conditions, the number of items we have on hand,
          target profit margins for various products and other
          relevant factors. Consequently, unlike other
          distributors who buy and sell equipment at
          predetermined prices or formulae, we operate on an
          opportunity basis, buying and selling inventory during
          periods of market opportunity.

     Our system of efficient distribution involves substantial
risk. As noted, our business model is contrary to the belief that
our industry is shifting away from pure distribution services to
a mix of distribution services and ancillary services such as
logistics services. We cannot provide any assurance that our
model will prove successful or will lead to the achievement of
our objectives. If we are unable to implement our business model
effectively, our business, results of operations and financial
condition would be materially adversely affected.

     Growth Strategy
     ---------------

     Our objective is to rapidly expand our position in the
industry and to enhance our operating performance. We intend to
pursue this objective by implementing the following growth
strategies:

                              -14-

<PAGE>

     *    Focus on Our Core Competencies.  We intend to focus on
          our system of efficient distribution for wireless
          handset distribution. We do not currently intend to
          migrate toward a mix of product sales and accessory
          sales, nor do we expect to begin providing distribution
          services or other ancillary logistics services. We
          believe that our approach will provide us with greater
          flexibility to meet the demands of our customers, while
          at the same time providing us with the opportunity to
          grow a worldwide distribution network without
          significant added infrastructure cost.  We are
          dedicated to maintaining an efficient and profitable
          operation.

     *    Capitalize on Our Existing Geographic Footprint. We
          currently maintain our principal executive offices and
          a warehouse facility in Hong Kong and intend to open an
          additional sales office in Beijing during the first six
          months of 2002. Recently, in July 2001, the number of
          cell-phone service subscribers in China surpassed U.S.
          levels, giving the country the most cell-phone users in
          the world. We believe that this growth has been caused
          by:

               *    the lack of available landline service in
                    China;

               *    the sheer size of the Chinese population,
                    comprising the most populous nation in the
                    world; and

               *    the recent dramatic, economic growth in the
                    region.

          According to J. P. Morgan Chase, the estimated number
          of mobile telephone subscribers in China is
          approximately 150 million currently and will expand to
          almost 300 million by the end of 2005. Capitalizing on
          our existing presence in Hong Kong to successfully
          expand our distribution channel in China is our first
          priority.

     *    Expand Our Global Sales Capabilities.  We target our
          customers predominantly through a direct sales channel
          complimented by a range of external alliances and
          channels. We currently have six professionals in our
          sales organizations in Hong Kong and Europe. We also
          routinely engage non-employee, commissioned sales
          agents to sell our products. We believe that in
          addition to expanding our presence in the markets
          currently served, we must also expand into other world
          markets. To expand our global reach, we are
          implementing a program to aggressively integrate
          additional wholesalers, agents, retailers and other
          wireless equipment distributors into our product
          distribution channel.

     *    Compliment Our Existing Business with Selective
          Strategic Acquisitions.  In order to grow into a
          leading worldwide provider of wireless handsets, we
          believe that expansion through acquisitions, as well as
          internal growth will be necessary. Accordingly, we
          expect to pursue the acquisition of companies that sell
          products and services that either compliment or expand
          our existing business. We believe that significant
          acquisition opportunities exist and our willingness to
          retain existing management will make us an attractive
          acquiring party. We will consider strategic
          acquisitions in other worldwide distributors of
          handsets and other telecommunications related products,
          retailers and operations that can augment our existing
          business.

     The Products We Distribute
     --------------------------

     We distribute wireless handsets manufactured by major mobile
communications equipment manufacturers including the following:



                              -15-

<PAGE>

          *    Siemens                  *    Motorola

          *    Samsung                  *    Ericsson

          *    Nokia



     For the three months ended September 30, 2001, a substantial
majority of total handset sales were products manufactured by
Siemens and Samsung.

     Our products are compatible with most network operators as
well as analog and digital standards such as GSM, CDMA, TDMA,
AMPS, IDEN(R) and other developing technologies. All of our
handsets come fully packaged in their original containers and
carry the manufacturer's original warranty. We have not
previously experienced any appreciable amount of warranty related
issues.

     Our Supply Channel
     ------------------

     Handsets are available to us at low prices for a variety of
reasons, including our ability to quickly move large quantities
of wireless handsets, the inability of a vendor to sell
sufficient product through regular channels, the cancellation of
orders placed by other distributors and the termination of
business by a manufacturer or wholesaler. Currently, our access
to sources of equipment is based primarily on relationships which
we and our management have established over approximately the
last five years. Other sources of product include other
distributors, network operators and independent brokers. We
receive information about new sources of products from prior
contacts, online resources, advertising and industry
publications. Our Chief Executive Officer currently handles all
inventory procurement. As yet, we have not been able to purchase
inventory directly from a manufacturer. We currently do not have
any Supply Agreements or Authorized Distribution Agreements with
any manufacturers or other vendors and, therefore, all of our
inventory is purchased on the "spot market," mainly from other
wholesalers. We expect that we will begin purchasing a larger
portion of our inventory from network operators and manufacturers
in the future, although there can be no assurances of this. Our
experience has indicated that network operators and other
wholesalers look favorably upon a distribution channel that
enables them to dispose of significant quantities of merchandise
quickly without affecting their traditional sales channel.
However, this situation could change if manufacturers or our
suppliers decide to discourage the use of our distribution
channel.

     During the three months ended September 30, 2001, we made
purchases from more than ten suppliers, substantially all of
which are other wholesalers.  Our two largest suppliers of
wireless handsets accounted for approximately 80% of our product
purchases for the three months ended September 30, 2001. At
present, we seek to concentrate purchases with selected suppliers
to ensure access to high-quality products on advantageous terms;
although we believe we will need redundant sources of supply in
the future. Since product availability is unpredictable, a strong
base of vendor relationships will be important to our success. We
maintain ongoing contact through telephone calls with our vendors
to learn when products will become available, at what prices
product is moving and which model numbers are the most sought
after by consumers. Loss of our ability to purchase product from
these suppliers, or the failure by these or other suppliers to
supply competitive products on a timely basis and on favorable
terms, or at all, would have a material adverse effect on our
business and operations.

     We believe that the relationships with our suppliers are
generally good, however, we have from time to time experienced
inadequate product supply. Any future failure or delay by our
suppliers in supplying us with products on favorable terms would
severely diminish our ability to obtain and deliver products to
our customers on a timely and competitive basis.

     The market for wireless handset products is characterized by
rapidly changing technology and frequent new product
introductions, often resulting in product obsolescence or short
product life cycles.

                              -16-

<PAGE>

Our success depends in large part on our ability to anticipate
and adapt our business to such technological changes. There can
be no assurances that we will be able to identify, obtain and
resell products necessary to remain competitive or that
competitors or manufacturers of wireless handsets will not market
products that have perceived advantages over our products or that
render the products sold by us as obsolete or less marketable. We
maintain some investment in product inventory and, therefore, we
are subject to the risks of inventory obsolescence and excessive
inventory levels. We attempt to limit these risks by managing
inventory turns. Because of our international operations, our
inventory is also exposed to certain political and economic
risks.

     Our Distribution Channel
     ------------------------

     During the three months ended September 30, 2001, aggregate
revenues generated from our five largest customers accounted for
approximately 56% of our total revenues. During that same period,
238 Telecom Limited and Sparkle Trading Limited represented 33%
and 10% of our total revenue, respectively.

     Products are generally delivered by common carriers to our
warehouse facilities in Hong Kong or Frankfurt or designated
freight forwarders. Thereafter, we inspect, count and prepare the
orders for shipment or pick up by the customers.

     We do not generally maintain inventory for a long period of
time. Instead, we generally seek to have a buyer for our
equipment prior to the time an order is placed with a vendor. The
time between a customer's purchase order and the completion of
the sale of that item is generally less than 10 days. Although we
assume certain inventory and price risk associated with selling
these products, we believe our ability to sell our inventory
quickly through our distribution channels justifies the risk and
our system of efficient distribution minimizes the risk. To date,
our expenses resulting from writedowns of excess inventory have
not been material.

     We generally sell our products pursuant to a customer
purchase order and subject to our confirmation containing terms
and conditions.  Because orders are generally not accepted unless
they can be filled within days of receipt, backlog is generally
not material to our business.

     Sales and Marketing
     -------------------

     Our sales and marketing efforts are coordinated in both Hong
Kong and Frankfurt by a Manager for that particular office. These
Managers, who report directly to the Chief Executive Officer,
spend substantially all of their time developing and maintaining
relationships with our customers and suppliers. Inside each
office, our sales force of six sales personnel operates on a
named account basis rather than by geography, which allows us to
maintain a single point of contact for each customer. In addition
to our inside sales force, we also engage non-employee,
commissioned sales agents to sell our products. Our largest
accounts are handled directly by Mr. Zhou, our Chief Executive
Officer. Our outside sales agents are compensated on a Commission
Program that is designed to reward account profitability and
promote sales growth into new geographic regions.

     As we attempt to expand our sales, marketing and procurement
efforts into additional worldwide markets, we face a number of
challenges, including:

     *    creation of new supply and customer relationships;

     *    recruiting skilled sales personnel; and

     *    difficulties and costs associated with managing and
          staffing a larger, more geographically diverse
          operation.



                              -17-

<PAGE>

We cannot be certain that one or more of these factors will not
harm our future efforts to expand globally.

     Seasonality
     -----------

     Due to our limited operating history seasonal fluctuations
have not been apparent. Nonetheless, we are aware that handset
sales are influenced by a number of seasonal factors including
customer buying patterns, product promotions, availability of
distribution channels, holidays and product supply and pricing.
In addition, we also expect that our sales will be influenced by
cyclical economic conditions in the different countries in which
we operate. An economic downturn in one of our principal markets
could materially and adversely affect our revenues and profits.

     Competition
     -----------

     Competition among wireless handset distributors is intense
and is expected to increase significantly in the future. Barriers
to entry are relatively insubstantial. We compete primarily on
the basis of:

     *    price;

     *    inventory availability;

     *    delivery time; and

     *    our customer relationships.

     Many of our existing and potential competitors, including
traditional distributors, have longer operating histories, larger
customer bases, direct contractual relationships with
manufacturers and other highly desirable vendors, greater name
recognition and significantly greater financial, personnel and
marketing resources than we do. Such competitors can generally
undertake more aggressive pricing policies, move more inventory
and make more attractive offers to customers, distribution
partners and suppliers than we can.

     Additionally, substantially all of our existing and
prospective customers have established long-standing
relationships with one or more of our competitors or potential
competitors. Consequently, we cannot be certain that we will be
able to expand our customer list or retain our current customers.
We may not be able to compete successfully against our current or
future competitors and competition could materially and adversely
affect our revenues and profits.

     Our competitors include:

            In Asia-Pacific                   In Europe
      ---------------------------   ----------------------------
     *    government-owned          *    Brightpoint;
          distributors that have
          retail outlets;           *    Cellstar;

     *    First Mobile;             *   wireless handset
                                        manufacturers that sell
     *    Global Tech Holdings;         directly into our
                                        distribution channel;
     *   numerous other smaller         and
         distributors, resellers
         and agents.                *   numerous other smaller
                                        distributors, resellers
                                        and agents.



                              -18-
<PAGE>

     Employees
     ---------

     As of October 26, 2001, we had 8 full-time employees,
including 6 in sales and marketing, 1 in warehouse and
distribution services and 1 in general and administrative
functions. In addition, we routinely engage up to 10 part-time
employees to assist with peak demands in our warehouse and
distribution operations. Further, we have arrangements with an
additional 8 commissioned sales agents who sell our products.
Lastly, we have contracted with 2 senior accounting and financial
consultants to support our administrative and public reporting
functions.

     Facilities
     ----------

     As of October 26, 2001, we leased approximately 1,700 square
feet for our operations. Our current leased properties are:

          Location            Size             Description
     ------------------    ----------  ---------------------------

     Kowloon, Hong Kong     918 s.f.    Headquarters and Warehouse

     Frankfurt, Germany     750 s.f.              Office



     The Hong Kong lease expires in March 2003 and the Frankfurt
lease has no specific expiration date but can be terminated by
either party upon 90 days written notice. Our current total lease
obligations are approximately U.S. $30,000 per year. We recently
obtained new space for our Frankfurt operation, which lease
commences February 2002.

     We intend to open an additional sales office in Beijing,
China to better service the Asia-Pacific market during the first
six months of 2002.

     In addition to company-owned facilities, we also frequently
utilize the storage capabilities of our vendors and freight-
forwarders. We believe that the terms we receive for storage
space from those parties is comparable to, or better than, the
terms we could obtain for additional company-owned facilities.

     Legal Proceedings
     -----------------

     We are not party to, nor are our properties the subject of,
any pending legal proceedings and no such proceedings are known
to us to be threatened or contemplated against us.

PLAN OF OPERATION

     This Current Report contains forward-looking statements that
involve risks and uncertainties. Our actual results could differ
materially from those anticipated in forward-looking statements
for many reasons, including the risks described in "Business Risk
Factors" and elsewhere in this filing. See "Special Note
Regarding Forward-Looking Statements." You should read the
following discussion with our consolidated financial statements
and related notes included elsewhere in this Current Report.

     Overview
     --------

     Our primary activities since inception have included:

     *    developing our business model and other organizational
          matters;

     *    developing and implementing relationships with
          suppliers of quality products;

                              -19-

<PAGE>

     *    entering into distribution relationships;

     *    building our infrastructure; and

     *    developing our plan to access the U.S. capital markets.

Accordingly, the revenue and income potential of our business
model is unproven, and our limited operating history makes it
difficult to evaluate our prospects. You must consider our
prospects in light of the risks, expenses and difficulties
frequently encountered by companies in their early stage of
development. Such risks for us include, but are not limited to,
an evolving and unpredictable business model and management of
growth. To address these risks, we must, among other things,
maintain and expand our customer base, implement and successfully
execute our business and marketing strategy, continue to develop
and enhance our supplier relationships and attract, retain and
motivate qualified personnel. We cannot assure you that we will
be successful in addressing such risks, and our failure to do so
could have a material adverse effect on our business, prospects,
financial condition and results of operations.

     We operate through three direct and indirect wholly-owned
subsidiaries, including:

     *    Intac International Holdings Limited, a Hong Kong
          corporation formed on January 3, 2001, which acts as
          the primary distributor of products into Asia-Pacific;

     *    New Tech Handels GmbH, a German corporation formed on
          January 20, 2000, which will act as our primary
          purchasing agent and distributor of products into
          Europe; and

     *    Intac Holdco Corp., a Delaware corporation formed on
          October 10, 2001, which holds certain of the shares of
          Intac International Holdings Limited.

     Our 12 Month Plan
     -----------------

     Our  plan of operation for the upcoming 12 months calls  for
the following:

     *    establishing additional sources of supply;

     *    further developing our network of wholesalers, agents,
          retailers and other distributors worldwide,
          particularly in the Asia-Pacific region;

     *    establishing our distribution office in Beijing;

     *    recruiting of sales personnel to further expand our
          global reach;

     *    negotiating and consummating a transaction to provide
          us with additional working capital; and

     *    developing a suitable managerial, operational and
          financial infrastructure to support possible growth.

     During the last quarter of 2001 or the first quarter of
2002, we intend to seek additional financing through the issuance
of debt, equity, other securities or a combination thereof. In
addition, we may seek to obtain a working capital or other
traditional loan facility from a bank or other lending source. As
of the date of this Current Report, we do not have any financing
arrangements, nor do we have any commitments to obtain such an
arrangement with any bank or other third party. Although we
believe that



                              -20-

<PAGE>

our cash from operations will be sufficient to permit us to
continue as a going concern until at least November 2002, no
assurances can be given that this will prove accurate or that our
expenses will not increase faster than expected. In this regard,
we note that by becoming a public company under the Exchange Act,
we expect to incur significant additional costs not previously
borne by us. There can be no assurances that we will be able to
obtain additional financing on terms which are acceptable to us.
Our inability to obtain additional acceptable financing would
likely have a significant negative impact on our operations or
growth plans.

     Our forecast of the period of time through which our
financial resources will be adequate to support our operations
under our current plan of operation is a forward-looking
statement that is subject to risks and uncertainties, and we may
be required to raise additional capital prior to that time and
afterwards.

     We expect to increase the number of full and part-time
persons employed by us by approximately 30 by the end of 2002.
Specifically, we expect to retain the following:

     *    12 additional sales persons to be employed from the
          proposed Beijing office; and

     *    12 additional sales persons to work out of our other
          offices; and

     *    6 additional warehouse personnel.

     Management's Discussion
     -----------------------

     We derive substantially all of our revenues from the sale of
wireless handsets to wholesalers, agents, retailers and other
wireless equipment distributors worldwide. We generally do not
sell our products to end-users. We recognize revenue from product
sales, net of any discounts, when the products are shipped to
customers.

     Approximately 56% of our gross revenues for the three months
ended September 30, 2001 were derived from five customers. We
expect these customers to continue to account for a substantial
portion of our revenues for the foreseeable future. See "Business
Risk Factors-Our five largest customers represent a majority of
our business and our success depends, in part, on our ability to
retain them as customers."

     In the future, the level of our net revenues will depend on
a number of factors including, but not limited to, the following:

     *    the number of customers we are able to obtain;

     *    the frequency and quantities of our customers'
          purchases;

     *    the price we charge for our handsets;

     *    the extent of sales incentives we offer; and

     *    the number of additional markets we enter.

No assurances can be given that we will be able to either
maintain or grow existing revenues.

     Cost of revenues consist primarily of the costs of acquiring
wireless handsets from our suppliers and shipping costs related
to product purchased.



                              -21-

<PAGE>

     We typically do not extend credit to our customers,
requiring instead payment in full prior to the time product is
shipped. In addition, we routinely require a substantial deposit
for most new customers.

     Our operating expenses are comprised of:

     *    sales expenses, together with commission expense,
          including commissions payable to sales staff; and

     *    general and administrative, which consists primarily of
          compensation and related expenses for our
          administrative and accounting staff, occupancy costs
          and legal, accounting and consulting fees.

     We anticipate that our operating expenses will increase
substantially in future periods as we increase sales and
marketing operations, develop new distribution channels, and
fulfill our obligations as a reporting company under the Exchange
Act. Our limited operating history makes it difficult for us to
predict future operating results and, accordingly, there can be
no assurance that we will achieve or sustain revenue growth or
profitability.



EXECUTIVE OFFICERS AND DIRECTORS

     The executive officers and directors and their ages are as
follows:

             Name           Age              Position
     --------------------  -----  ------------------------------
     Wei Zhou                32   Chief Executive Officer,
                                  President, Secretary and
                                  Director
     James B. Stephens       56   Vice President-Finance
                                  (Acting Principal Financial
                                  and Accounting Officer)
     Hans Schuld             53   Director
     J. David Darnell        55   Director



     Wei Zhou is our Chief Executive Officer, President and
Secretary. Mr. Zhou became a director on October 12, 2001.
Mr. Zhou is responsible for all of our day-to-day operations.
From January 1997 through September 27, 2001, Mr. Zhou served as
Managing Director of Tai Pan Trading GmbH, a Frankfurt, Germany-
based enterprise that distributes mobile telecommunications
equipment worldwide.

     James B. Stephens became our Vice President-Finance on
October 4, 2001. He also serves as our Acting Principal Financial
and Accounting Officer. Prior to accepting an engagement with us,
Mr. Stephens acted as Project Manger for Crescent Real Estate
Equities, Ltd., a $5.0 billion public REIT, from 2000 through
2001 where he was responsible for the oversight and supervision
of specific IT infrastructure issues. From 1994 to 1999, he was
Vice President, Controller and Chief Accounting Officer for
Pacific Retail Trust, a privately held Real Estate Investment
Trust and from 1989 to 1994, he acted as an outside consultant to
various companies serving senior financial advisory roles. Prior
to that Mr. Stephens acted as Chief Accounting Officer for J.D.
Sims & Co. (1987 and 1988), Chief Financial Officer for Daseke
Commercial Properties (1986) and Chief Financial Officer for
Blaeser Development Corp. (1981-1986), each of which was engaged
in real estate development.



                              -22-

<PAGE>

     Hans Schuld is a retired executive from IBM. Mr. Schuld
became a director on October 12, 2001. In 1993, Mr. Schuld
accepted a position with IBM's European Headquarters serving as
Program Manager of RS6000 Supply and Demand Operations for Europe
and certain emerging countries in the Middle East and Africa.
Mr. Schuld retired from IBM in June 2000.

     J. David Darnell is the Senior Vice President and Chief
Financial Office of Nucentrix Broadband Networks, Inc. (Nasdaq:
NCNX), a provider of broadband wireless Internet and multichannel
video services. Mr. Darnell became a director on October 15,
2001. From 1997 to October 2000, he served as Senior Vice
President and Chief Financial Officer of ILD Telecommunications,
Inc., a nationwide facilities-based provider of prepaid phone
services and telecommunications outsourcing services. From 1993
to 1997, Mr. Darnell was Senior Vice President, Finance and Chief
Financial Officer for SA Telecommunications, Inc., a publicly
held,  full-service interexchange carrier that provided a wide
range of telecommunications services. From 1990 to 1993, Mr.
Darnell served as Chief Financial Officer of Messagephone, Inc.,
a telecommunications technology and intellectual property firm.
Before that, Mr. Darnell served as a financial executive in
several other industries, including insurance, transportation,
manufacturing and real estate.

     Board of Directors
     ------------------

     We currently have three directors. We anticipate increasing
the size of the board of directors to accommodate one or more
additional independent directors with appropriate industry,
financial or business backgrounds. However, no assurances can be
given that we will be successful in attracting such additional
directors. Any vacancy occurring on the board of directors
(including any vacancy caused by newly created directorships) may
be filled by the affirmative vote of a majority of the remaining
directors, although less than a quorum, or by the sole remaining
director. Our directors presently serve without compensation, but
are entitled to reimbursement for reasonable and necessary
expenses incurred on our behalf. Our bylaws specifically grant
our board of directors with the necessary authority to fix the
compensation of the directors.

     Notwithstanding the foregoing, we have entered into a
Consulting Services Agreement with Mr. Darnell, one of our
directors, pursuant to which he will provide certain financial
and strategic services to us outside his role as a director.
Either Mr. Darnell or the company can terminate the Consulting
Services Agreement upon 30 days advance written notice.

     Employment Agreements; Executive Compensation
     ---------------------------------------------

     On October 16, 2001, we entered into an employment agreement
with Wei Zhou to serve as our Chief Executive Officer and
President. The agreement is effective through October 16, 2004
and will automatically renew for successive one-year periods.
Under the agreement, Mr. Zhou receives a base salary of $120,000
per year. In addition, Mr. Zhou is entitled to receive an annual
bonus at the discretion of the board of directors.

     The agreement with Mr. Zhou may be terminated by us at any
time for cause. However, if his employment is terminated by us
without cause (as such term is defined in the employment
agreement) then, we are obligated to pay Mr. Zhou an amount equal
to the greater of (a) all amounts that would have been paid had
he remained through the then-existing term or (b) an amount equal
to 12 months base salary.

     If Mr. Zhou is terminated for cause, by mutual agreement, or
upon death or disability, he will be paid only through the date
of termination.

     No other employee of the company receives an annual salary
of more than $100,000.



                              -23-

<PAGE>

     Mr. Stephens, our Vice President-Finance and Acting
Principal Financial and Accounting Officer, is not a full-time
employee. Currently, he provides services to us on an as-needed
basis pursuant to the terms of a Consulting Services Agreement.
Pursuant to the agreement, Mr. Stephens has agreed to provide us
with as much time as is necessary to assist us with accounting
and finance issues until December 31, 2001. Mr. Stephens is not
permitted to terminate the Consulting Services Agreement prior to
January 1, 2002 although we could terminate the agreement upon 30
days advance written notice. After January 1, 2002, Mr. Stephens
could terminate the agreement upon 30 days advance notice and we
could terminate upon 7 days advance notice. Although Mr. Stephens
is paid on an hourly basis, we do not expect payment to him to
exceed $100,000 during calendar year 2001 or 2002.

     Stock Option Plan
     -----------------

     We have not yet established a stock option plan. However, we
anticipate adopting a stock option plan in the near future for
the purpose of promoting our objectives by using interests in our
common stock to attract, retain and motivate employees,
directors, officers and consultants, and to encourage such
persons' contributions to our performance.

     As of the date of this Current Report on Form 8-K, there are
no  stock  options,  warrants,  or other  convertible  securities
outstanding  granting  any  person the  right  to  convert  into,
exercise or otherwise acquire our shares of common stock.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Management Agreement with WFC Management Corporation
     ----------------------------------------------------

     Mr. Grayson Hand, our former President and a former
director, provided his services to us pursuant to a management
agreement with WFC Management Corporation, a company controlled
by Mr. Hand.  Under the terms of the management agreement, we
agreed to pay WFC Management Corporation a management fee of $750
per month for a thirteen-month term in consideration for WFC
Management Corporation providing management and administration
services to us. These services included the services of Mr. Hand
and provided that he spend more than 15% of his business time on
Commodore Minerals affairs.  Effective October 1, 2001, we and
WFC Management Corporation agreed to terminate the management
agreement effective upon Mr. Hand's resignation from the Board of
Directors.  Mr. Hand's resignation was deemed effective
October 12, 2001.

     Acquisition of New Tech Handels GmbH
     ------------------------------------

     New Tech Handels GmbH, one of the INTAC Operating Companies,
was acquired from Ms. Yiling Huang and Ms. Nadine Zecher.  Ms.
Huang is the spouse of Wei Zhou, our Chief Executive Officer and
President. We paid approximately $25,000 (U.S.) for all of the
equity interests of New Tech Handels GmbH.

     Option Agreement with Former Director
     -------------------------------------

     We acquired our option to obtain the 51% interest in the
mineral claims pursuant to an agreement with Mr. Gordon Keevil, a
former director and the owner of the mineral claims. We paid an
aggregate of $10,000 to Mr. Keevil pursuant to this option.

     Promoter of Commodore Minerals
     ------------------------------

     Wei Zhou is a founder of our company and was primarily
responsible for proposing the transaction between the INTAC
Operating Companies and us. Accordingly, he may be deemed a
promoter for purposes of federal securities laws.



                              -24-

<PAGE>

Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------

     The following table sets forth information with respect to
the beneficial ownership of our common stock as of October 26,
2001. Unless otherwise noted, the following individuals have sole
voting and investment control with respect to the shares
beneficially owned by them. The address of each executive officer
and director is c/o INTAC International, Unit 1809, 18/F., Modern
Warehouse, 6 Shing Yip Street, Kwun Tong, Kowloon, Hong Kong. We
have calculated the percentages using 19,089,455 shares of common
stock outstanding as of October 26, 2001.


                                         Number of
                                           shares     Percentage
           Person or group              beneficially      of
--------------------------------------     owned       Ownership
Executive Officers and Directors:       ------------- -----------

   Wei Zhou                              11,950,000      62.6
   James Stephens                            0             0
   Hans Schuld                               0             0
   J. David Darnell                          0             0

All Executive Officers and Directors
   as a Group (4 persons)                11,950,000   62.6



DESCRIPTION OF CAPITAL STOCK

     Our authorized capital stock currently consists of
100,000,000 shares of common stock, par value $0.001 per share.
As of October 26, 2001, there were outstanding 19,089,455 shares
of our common stock.

COMMON STOCK

     Holders of our common stock are entitled to receive
dividends or distributions that are lawfully declared by our
board of directors, to have notice of any authorized meeting of
stockholders, and to one vote for each share of common stock on
all matters which are properly submitted to a vote of our
stockholders. As a Nevada corporation, we are subject to
statutory limitations on the declaration and payment of
dividends. In the event of our liquidation or other dissolution,
holders of our common stock will have the right to receive a
ratable portion of the assets that remain, if any, after the full
payment of amounts, if any, owed to our creditors, the payment of
all our liabilities, and satisfaction of the aggregate
liquidation preference, if any, of any series or classes of our
capital stock having a liquidation preference over the common
stock. The holders of our common stock have no conversion,
redemption, preemptive or cumulative voting rights.

TRANSFER AGENT AND REGISTRAR

     The transfer agent and registrar for our common stock has
been Pacific Stock Transfer Company, Las Vegas, Nevada. We intend
to transfer our stock transfer agent and registrar functions to
Securities Transfer Corp., 2591 Dallas Parkway, Suite 102,
Frisco, Texas  75034.



                              -25-

<PAGE>

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     Since June 19, 2000, our common stock has been eligible for
trading on the OTCBB under the symbol "CERL." On October 15,
2001, as part of our strategic redirection, the ticker symbol was
changed to "INTN" to better represent our new name. Since
October 1, 2001, the date we announced the change of control of
the company, our stock has traded in the range of $2.75 to $6.75
per share. The last reported sales prices of our common stock was
$6.00 on October 29, 2001.

     Additionally, effective October 18, 2001, our common stock
began trading on the Frankfurt Stock Exchange.

     The OTCBB is a regulated quotation service for subscribing
members that displays real-time quotes, last sales prices and
volume information for over-the-counter equity securities. OTCBB
securities are limited to the securities of issuers that are
current in their reports filed with the U.S. Securities and
Exchange Commission, although no other maintenance standards are
imposed.

     We have not paid any cash dividends on our common stock and
we do not anticipate declaring dividends in the foreseeable
future. We intend to retain future earnings, if any, for
reinvestment in our business.

     As of October 26, 2001, there were approximately 50 holders
of record of our common stock holding an aggregate of 19,089,455
shares.

     Our common stock is subject to the so-called "penny stock"
rules that impose additional sales practice requirements on
broker-dealers who sell such securities to persons other than
established customers and accredited investors. As a result of
these additional requirements, an investor may find it more
difficult to dispose of our common stock. See "Business Risk
Factors - Our common stock is subject to the `penny stock' rules
which may make it a less attractive investment."

RECENT SALES OF UNREGISTERED SECURITIES
---------------------------------------

     Since inception, we have issued and sold unregistered
securities in the transactions described below:

     *    During November 2000, we issued an aggregate of
          6,544,000 shares of our common stock to 48 investors
          for an aggregate of $76,000, in a transaction exempt
          from the registration requirements of the Securities
          Act under Regulation S promulgated thereunder. Each of
          the investors in this transaction was a "non U.S.
          person" as defined by the Securities Act. The price per
          share was determined following individual discussions
          with each of the prospective investors.

     *    On October 13, 2001, we issued an aggregate of
          5,000,000 shares to Wei Zhou, our current Chief
          Executive Officer and a director, and Ms. Yip Yin Kwan,
          a former stockholder of one of the INTAC Operating
          Companies, in connection with the acquisition of the
          INTAC Operating Companies. This transaction was exempt
          from the registration requirements of the Securities
          Act under Section 4(2) or Regulation D promulgated
          thereunder.

     *    On October 25, 2001, we issued 545,455 shares of our
          common stock to a single private investor for
          $3,000,000 (or approximately $5.50 per share). This
          transaction was exempt from the registration
          requirements of the Securities Act under Section 4(2)
          or Regulation D promulgated thereunder.

                              -26-

<PAGE>

INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 78.751 of the Nevada Revised Statutes Annotated
("Nevada RSA") provides generally, and in pertinent part, that a
Nevada corporation may indemnify its directors and officers
against expenses, judgments, fines, and settlements actually and
reasonably incurred by them in connection with any civil suit or
action, except actions by or in the right of the corporation, or
any administrative or investigative proceeding if, in connection
with the matters in issue, they acted in good faith and in a
manner they reasonably believed to be in, or not opposed to, the
best interests of the corporation, and in connection with any
criminal suit or proceeding, if in connection with the matters in
issue, they had no reasonable cause to believe their conduct was
unlawful. Section 78.751 of the Nevada RSA further provides that,
in connection with the defense or settlement of any action by or
in the right of a Nevada corporation, a Nevada corporation may
indemnify its directors and officers against expenses actually
and reasonably incurred by them if, in connection with the
matters in issue, they acted in good faith, in a manner they
reasonably believed to be in, or not opposed to, the best
interest of the corporation. Section 78.751 of the Nevada RSA
further permits a Nevada corporation to grant its directors and
officers additional rights of indemnification through by-law
provisions and otherwise.

     Article 9 of our Amended and Restated By-Laws provides that
we will indemnify our directors and officers to the fullest
extent permitted by Nevada law. Our Amended and Restated By-Laws
provide that we will indemnify our directors and officers to the
maximum extent permitted by law, for expenses (including
attorneys' fees), judgments, penalties, fines, and amounts paid
in settlement actually and reasonably incurred by the person to
be indemnified in connection with any proceeding (including, to
the extent permitted by applicable law, any derivative action) to
which they are, or are threatened to be made, a party by reason
of their status in such positions.

     Section 78.037 of the Nevada RSA provides that the articles
of incorporation of a Nevada corporation may contain a provision
eliminating or limiting the personal liability of a director or
officer to the corporation or its shareholders for monetary
damages for breach of fiduciary duty as a director provided that
such provisions shall not eliminate or limit the liability of a
director or officer (1) for acts or omissions which involve
intentional misconduct or a knowing violation of law, or (2)
under Section 78.300 of the Nevada RSA (relating to liability for
unauthorized acquisitions or redemptions of, or dividends on,
capital stock). Our articles of incorporation do not contain a
provision eliminating the liability of directors and officers to
the extent permitted under Section 78.037 of the Nevada RSA.

     Insofar as indemnification for liabilities arising under the
Securities act may be permitted to directors, officers or persons
controlling us pursuant to the foregoing provisions, we have been
informed that in the opinion of the SEC such indemnification is
against public policy as expressed in the Securities Act and is
therefore unenforceable.

WHERE TO FIND MORE INFORMATION

     We file annual, quarterly and special reports, proxy
statements and other information with the SEC. The filings of the
Commission are available to the public from commercial document
retrieval services and at the web site maintained by the SEC at
www.sec.gov.

Item 5.  OTHER EVENTS

ASSUMED NAME

     We have filed an assumed name registration in the State of
Nevada in order to begin operating under the name INTAC
International. It is our expectation that we will propose a
formal corporate name change to the stockholders of the company
at the next annual or special meeting of stockholders.



                              -27-

<PAGE>

FINANCING TRANSACTION

     On October 25, 2001, we issued 545,455 shares of our common
stock to a single investor in a private placement raising
$3,000,000 in aggregate gross proceeds to us. We intend to use
the funds raised for general working capital purposes. As part of
the transaction, we agreed to provide the investor with certain
standard "piggy-back" registration rights permitting the investor
to include for public resale, as part of any appropriate company-
filed registration statement, all of the investors shares. As
part of the transaction, the investor agreed to restrict the
number of shares to be resold into the public or private markets
(and whether or not the shares have been registered for resale)
to 45,455 shares in any rolling 30-day period. This restriction
will expire on October 25, 2002.

Item 7.  FINANCIAL STATEMENTS AND EXHIBITS

     (a)  Financial Statements of Business Acquired.

          As permitted by Form 8-K, the historical financial
          information required by Regulation S-X will be filed by
          an amendment to this Form 8-K no later than
          December 28, 2001.

     (b)  Pro forma Financial Information.

          As permitted by Form 8-K, the pro forma financial
          information required by Regulation S-X will be filed by
          an amendment to this Form 8-K no later than December
          28, 2001.

     (c)  Exhibits.

          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.

          2.2  Stock Purchase Agreement, dated September 28,
               2001, by and between Wei Zhou and Grayson Hand.

          10.3 Consulting Services Agreement, dated October 16,
               2001, by and between Commodore Minerals, Inc. and
               J. David Darnell

          10.4 Consulting Services Agreement, dated October 4,
               2001, by and between Commodore Minerals, Inc. and
               James B. Stephens

          10.5 Employment Agreement, dated October 16, 2001, by
               and between Commodore Minerals, Inc. and Wei Zhou.

Item 8.   CHANGE IN FISCAL YEAR

     Upon the consummation of the Reorganization Agreement, and
as approved by our Board of Directors, our fiscal year end has
changed from November 30 to December 31.  Pursuant to Rule 13a-
10(f), we will file, on or before January 11, 2002, a transition
report on Form 10-KSB for the period beginning on the first day
of our previous fiscal year (December 1, 2000) and ending on the
date the Reorganization Agreement was completed (October 13,
2001).  The transition report will contain information relating
to the pre-acquisition Commodore Minerals, Inc.

     A Form 10-KSB will be filed on or before March 31, 2002
which will report on our operations for the twelve-month period
beginning January 1, 2001 and ending December 31, 2001.  The
information contained in our 10-KSB will take into account the
business combination effected pursuant to the Reorganization
Agreement.







                              -28-

<PAGE>



                            SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.


                              Commodore Minerals, Inc.
                              (d/b/a INTAC International)

Date:  October 28, 2001       By:  /s/ WEI ZHOU
                                 ------------------------------
                                   Wei Zhou
                                   Chief Executive Officer








                              -29-




<PAGE>


                        INDEX TO EXHIBITS


  Exhibit                    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.

    2.2     Stock Purchase Agreement, dated September 28,
            2001, by and between Wei Zhou and Grayson
            Hand.

   10.3     Consulting Services Agreement, dated
            October 16, 2001, by and between Commodore
            Minerals, Inc. and J. David Darnell

   10.4     Consulting Services Agreement, dated
            October 4, 2001, by and between Commodore
            Minerals, Inc. and James B. Stephens

   10.5     Employment Agreement, dated October 16, 2001,
            by and between Commodore Minerals, Inc. and
            Wei Zhou.