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


                           FORM 8-K/A


                         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     (IRS Employer
        jurisdiction of   File Number)     Identification
        incorporation)                          No.)



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


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



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

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

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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 was filed with the
Securities and Exchange Commission as Exhibit 2.1 to the Current
Report filed on Form 8-K on October 30, 2001. 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.

Accounting 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

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stock then outstanding of the INTAC Operating Companies.
Nevertheless, for accounting purposes, the 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 has been 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.

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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

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accompany the sale of our inventory. To the extent that customer
preferences dictate that additional 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 and nine months ended September 30, 2001, our five
largest customers represented 83% and 77% of our business
respectively. 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 purchasing 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 we 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.

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     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 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 affects 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.  Notwithstanding the fact that we raised
$3,000,000 in a private placement of our common stock on October
25, 2001, we intend to seek additional working capital almost
immediately. We will need this additional financing, almost
immediately, to grow our business.  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


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

     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
stockholder vote

     As of December 18, 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, and we do not anticipate
continuing to use his services after January 1, 2002.
Accordingly, we are currently investigating an appropriate
replacement for Mr. Stephens. Although we intend that Mr.
Stephens' replacement will be a full-time senior 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.

     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.


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     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 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
may at any time be 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.

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     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

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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.

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 concerning the potential benefits to be
          achieved in acquiring the INTAC Operating Companies;

     *    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;

     *    statements regarding our ability to locate, close
          integrate or profit from potential acquisition
          targets; 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;

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     *    the advent of new technology;

     *    our anticipated rise in operating expenses;

     *    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 and nine
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,
and during December 2001, we opened a representative office in
Beijing, China.

     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) complementing 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;

                               11

<PAGE>

          *    increased deregulation;

          *    availability of appropriate additional wireless
               spectrum;

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

          *    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.

                               12

<PAGE>

     *    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 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.

                               13

<PAGE>

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.

     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. We think that 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 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 based on a belief in the
future of our industry that is contrary to the generally held
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

                               14

<PAGE>

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:

     *    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. In December 2001, we
          opened an additional representative office in Beijing
          China. 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 population of China,
                    being 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 Asia-Pacific 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
          complemented by a range of external alliances and
          channels. We currently have six professionals in our
          sales organizations in Asia-Pacific 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.

     *    Complement 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 complement or expand
          our existing business. We may also expand to other
          businesses or opportunities in areas or industries that
          we believe present attractive

                               15

<PAGE>

          opportunities for our stockholders but which are
          outside pure handset distribution. We believe that
          significant acquisition opportunities exist and our
          willingness to retain existing management will make us
          an attractive acquiring party.

     The Products We Distribute

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

          *   Siemens                   *   Motorola

          *   Samsung                   *   Ericsson

          *   Nokia

     For the three and nine months ended September 30, 2001, a
substantial majority of total handset sales were products
manufactured by Siemens, Motorola 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 and has the most significant industry
contacts. 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 and nine 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 85% and 89% of
our product purchases for the three and nine months ended
September 30, 2001, respectively.  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

                               16

<PAGE>

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. 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 and nine months ended September 30, 2001,
aggregate revenues generated from our five largest customers
accounted for approximately 83% and 77% of our total revenues,
respectively. During those same periods, 238 Telecom
Limited, Sparkle Trading Limited, Chun Wah Trading Company,
and Desktop Trading Company represented 33% (three month period),
18% (nine month period); 10% (three month period), 30% (nine
month period); 23% (three month period), 14% (nine month period);
and 12% (three month period), 7% (nine month period), 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 Hong
Kong, Frankfurt and Beijing 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 full-time
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

                               17

<PAGE>

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.

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.

                               18

<PAGE>

     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.


     Employees

     As of December 18, 2001, we had 12 full-time employees,
including 6 in sales and marketing, 1 in warehouse and
distribution services and 5 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 December 18, 2001, we leased approximately 4,700
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

       Beijing, China         3,000 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. The Beijing lease was
entered into on December 10, 2001 and is scheduled to expire in
December 2002.  Our current total lease obligations are
approximately U.S. $65,000 per year. We recently obtained new
space for our Frankfurt operation, which lease commences February
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.

                               19

<PAGE>

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;

     *    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;

                               20

<PAGE>

     *    expanding our office in Beijing;

     *    recruiting 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 remainder 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 our cash from operations will be sufficient to
permit us to continue as a going concern until at least December
31, 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 25 by the end of 2002.
Specifically, we expect to retain the following:

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

     *    9 additional sales and/or administrative 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 83% of our gross revenues for the three months
ended September 30, 2001 and approximately 77% of our gross
revenues for the nine 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."

                               21

<PAGE>

     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.

     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 expenses, 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       Outgoing Vice President-
                                           Finance (Acting
                                           Principal Financial
                                           and Accounting
                                           Officer)

                               22
<PAGE>


     Hans Schuld............      54              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 currently serves as our Acting
Principal Financial and Accounting Officer, although we do
not anticipate that he will provide services to us after
January 1, 2002. 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.

      We are currently investigating an appropriate replacement
for Mr. Stephens.

     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.

                               23

<PAGE>

     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.

     Mr. Stephens, our current 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. We have agreed with
Mr. Stephens to terminate the Consulting Services Agreement
effective January 1, 2002.

     Stock Option Plan

     On October 28, 2001, our board of directors approved the
2001 Long Term Incentive Plan, a copy of which is attached as
Exhibit 10.6 to this Current Report.  The Plan provides for the
issuance of up to 2,500,000 share of our common stock upon the
exercise of stock options granted to directors, officers,
employees, consultants, and advisors under the terms of the Plan.
The Plan requires the affirmative vote of the holders of a
majority of the shares of our issued and outstanding stock. The
board has obtained this approval through a written consent dated
December 18, 2001, executed by Wei Zhou, our Chief Executive
Officer, President and a director who owns in excess of a
majority of the voting control of our company. Thus, a meeting to
approve the Plan was unnecessary, and our board decided to forego
the expense of holding a meeting to approve this matter.  An
information statement will be mailed to our stockholders
regarding the approval of the Plan on December 21, 2001, and the
Plan will be deemed approved by the stockholders of the Company
on January 10, 2002 (20 calendar days after the mailing of the
definitive Information Statement to our stockholders).

     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,
including under the 2001 Long Term Incentive Plan.

                               24

<PAGE>

Certain Relationships and Related Transactions

     Distribution/Advance to Wei Zhou

     During September 2001, prior to the reverse acquisition
involving Commodore Minerals, we distributed $290,759 to an
entity controlled by Mr. Wei Zhou, our Chief Executive Officer
and President, in connection with a cash dividend declared to
stockholders. Ms. Yip Yin Kwan, an employee of the company, was
also a stockholder of the INTAC Operating Companies prior to
the reverse acquisition but waived her right to receive a
proportionate share of the distribution. The amount distributed
to Mr. Zhou represented all of the net income of the company
through the date of the dividend. In addition, during
September 2001, we provided Mr. Zhou with a cash advance of
$129,241 which may be offset against future salary, bonus or
sales commissions. The $420,000 provided to Mr. Zhou,
representing the aggregate amount of cash distribution and cash
advance, was used by him to fund the acquisition of Commodore
Minerals and certain acquisition costs as described in that
Current Report on Form 8-K dated October 1, 2001.


     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.  At the time of the
acquisition, Intac International Holdings Limited and New Tech
Handels GmbH were not entities under common control.

     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. At the time of the acquisition of
the INTAC Operating Companies, Mr. Zhou controlled both the
INTAC Operating Companies and us.  Accordingly, he may be
deemed a promoter for purposes of federal securities laws.

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 December 18,
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 December 18, 2001.

                               25

<PAGE>

                                         Number of
                                           shares     Percentage
                                        beneficially      of
           Person or group                 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
December 18, 2001, there were outstanding 19,089,455 shares of
our common stock. However, 10,000,000 shares of "blank check"
preferred stock will be authorized upon the adoption of our
Amended and Restated Articles of Incorporation which have
recently been approved by our board and by the holders of a
majority of our common stock. See "Other Events - Amended and
Restated Articles of Incorporation" below.

    The term "blank check" preferred stock refers to stock for
which the designations, preferences, conversion rights, cumulative,
relative, participating, optional or other rights, including
voting rights, qualifications, limitations or restrictions
thereof (collectively, the "Limitations and Restrictions") are
determined by the board of directors of a company.  As such, our
board of directors will, upon the filing of our Amended and
Restated Articles, be entitled to authorize the creation and
issuance of 10,000,000 shares of preferred stock in one or more
series with such Limitations and Restrictions as may be
determined in the board's sole discretion, with no further
authorization by security holders required for the creation and
issuance thereof.

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.

                               26

<PAGE>

Transfer Agent and Registrar

     The transfer agent and registrar for our common stock has
been Pacific Stock Transfer Company, Las Vegas, Nevada. We intend
that effective on or about January 1, 2002, our stock transfer
agent and registrar functions will be transferred to Securities
Transfer Corp., 2591 Dallas Parkway, Suite 102, Frisco, Texas
75034.

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 $7.35
per share. The last reported sales prices of our common stock was
$6.50 on December 18, 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 November 28, 2001, there were approximately 18 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

                               27

<PAGE>

          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.

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 stockholders 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 initial 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.
However, Amended and Restated Articles of Incorporation have
recently been approved by our board and by the holders of a
majority of our common stock. See "Other Events - Amended and
Restated Articles of Incorporation" below.  The provisions of
these Amended and Restated Articles will indemnify any of our
directors or officers in connection with certain actions, suits
or proceedings, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with such action, suit or
proceeding if he or she acted in good faith and in a manner he or
she

                               28

<PAGE>

reasonably believed to be in or not opposed to our best
interests, and with respect to any criminal action or proceeding,
had no reasonable cause to believe his or her conduct was
unlawful.

     The Amended and Restated Articles would also provide that
none of our officers or directors shall be personally liable to
us or our stockholders for monetary damages for breach of
fiduciary duties as an officer or director, provided that such
provision does not eliminate or limit the liability of a director
or officer to the extent provided by applicable law for (a) acts
or omissions that involve intentional misconduct, fraud or a
knowing violation of law, or (b) authorizing the payment of
illegal dividends or distributions.

     The affirmative vote of the holders of a majority of the
outstanding shares of common stock is required to amend and
restate articles of incorporation under the Nevada General
Corporation Law.  The board has obtained this approval through a
written consent dated December 18, 2001, executed by Wei Zhou,
our Chief Executive Officer, President and a director who owns in
excess of a majority of the voting control of our company.  Thus,
a meeting to approve the Amended and Restated Articles is
unnecessary, and our board decided to forego the expense of
holding a meeting to approve this matter. An information
statement will be mailed to our stockholders regarding the
approval of the Amended and Restated Articles, and the Amended
and Restated Articles will be deemed approved by the stockholders
of the Company on January 10, 2002 (20 calendar days after the
mailing of the definitive Information Statement to our
stockholders).  They will become effective upon their filing with
the Secretary of State of the State of Nevada.

     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

Amended and Restated Articles of Incorporation

     Effective October 28, 2001, our board approved, subject to
the approval of our stockholders, certain Amended and Restated
Articles of Incorporation attached as Exhibit 3.1 to this Current
Report. The board initiated the Amended and Restated Articles to
effect the following:

     *    change our name to "INTAC International, Inc."

     *    increase the indemnification protection afforded to the
          officers and directors to the fullest extent permitted
          under the Nevada General Corporation Law, and

     *    provide for the authorization of 10,000,000 shares of
          "blank check" preferred stock.

     The affirmative vote of the holders of a majority of the
outstanding shares of common stock is required to amend and
restate articles of incorporation under the Nevada General
Corporation Law.  The board has obtained this approval through a
written consent dated December 18, 2001, executed by Wei

                               29

<PAGE>

Zhou, our Chief Executive Officer, President and a director who
owns in excess of a majority of the voting control of our
company.  Thus, a meeting to approve the Amended and Restated
Articles was unnecessary, and our board decided to forego the
expense of holding a meeting to approve this matter. An
information statement will be mailed to our stockholders
regarding the approval of the Amended and Restated Articles on
December 21, 2001, and the Amended and Restated Articles will
be deemed approved by the stockholders of the company on
January 10, 2002 (20 calendar days after the mailing of the
definitive Information Statement to our stockholders).  They
will become effective upon their filing with the Secretary of
State of the State of Nevada.

Assumed Name; Formal Name Change

     We have filed an assumed name registration in the State of
Nevada in order to begin operating under the name INTAC
International. As indicated above, we are in the process of
changing our formal corporate name to "INTAC International, Inc."
in connection with the amendment to our existing Articles of
Incorporation.

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.

          Audited Consolidated Balance Sheets of INTAC International
          Holdings Limited and its subsidiary as of September 30,
          2001 and Consolidated Statements of Income,
          Stockholders' Deficit and Cash Flows for the period
          from January 3, 2001 (date of inception) to September
          30, 2001.


     (b)  Pro forma Financial Information.

          Unaudited Combined ProForma Balance Sheet of INTAC
          International Holdings Limited and its subsidiary
          as of September 30, 2001 and the related unaudited
          Combined ProForma Statements of Operations for the
          period from January 3, 2001 (inception) to
          September 30, 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. *

                              30
<PAGE>

          3.1  Amended and Restated Articles of Incorporation
               (filed herewith).

          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.*

          10.6 INTAC International 2001 Long Term Incentive Plan
               (filed herewith).


          --------------------------------------------

          *    Filed as Exhibit Number Indicated to Current
               Report on Form 8-K, originally filed with the
               Securities and Exchange Commission on October 30,
               2001.

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 December 29, 2001, a transition
report on Form 10-KSB for the period beginning on December 1,
2000 (the first day of our previous fiscal year) and ending on
October 1, 2001 (the date recognized for accounting purposes as
the effective date for the change of control of our company).
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.

                              31

<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:  December 21, 2001
                              By:   /s/ WEI ZHOU
                                 --------------------------------
                                   Wei Zhou
                                   Chief Executive Officer


                           32


<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.*

    3.1     Amended and Restated Articles of
            Incorporation (filed herewith)

   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.*

   10.6     INTAC International 2001 Long Term Incentive
            Plan (filed herewith).


      *     Filed as Exhibit Number indicated to Current Report
             on Form 8-K originally filed with the Securities
             and Exchange Commission on October 30, 2001.

                             33
<PAGE>

               INDEX TO FINANCIAL STATEMENTS



Index to Financial Statements.......................     F-1

INTAC International Holdings Limited and
  and Subsidiaries

   Report of Independent Auditors...................     F-2

   Consolidated Balance Sheet as of
      September 30, 2001............................     F-3

   Consolidated Statement of Income for
      the period from January 3, 2001
      (date of inception) to September 30, 2001.....     F-4

    Consolidated Statement of Stockholders'
      Deficit and Comprehensive Income for the
      period from January 3, 2001 (date of
      inception) to September 30, 2001..............     F-5

    Consolidated Statement of Cash Flows for
      the period from January 3, 2001 (date of
      inception) to September 30, 2001..............     F-6

    Notes to Consolidated Financial Statement.......     F-8

New Tech Handels GmbH

    Report of Independent Auditors..................     F-18

    Balance Sheets as of December 31, 2000 and
      August 31, 2001...............................     F-19

    Statements of Operations for the periods
      from January 20, 2000 (inception) to
      December 31, 2000 and from January 1, 2001
      to August 31, 2001............................     F-20

    Statements from Stockholders' Equity (Deficit)
      for the period from January 20, 2000
      (inception) to December 31, 2000 and from
      January 1, 2001 to August 31, 2001............     F-21

    Statement of Cash Flows for the period from
      January 20, 2000 (inception) to
      December 31, 2000 and from January 1, 2001
      to August 31, 2001............................     F-22

    Notes to Financial Statements...................     F-23

Intac International Holdings Limited and
  Subsidiaries Unaudited Combined
  Proforma Financial Information

    Basis of Presentation...........................     F-28

    Unaudited Combined ProForma Balance Sheets
      as of September 30, 2001......................     F-29

    Unaudited Combined ProForma Statement of
      Operations for the period from January 3, 2001
      (inception) through September 30, 2001........     F-30


    Notes to Unaudited Combined ProForma
      Financial Statements..........................     F-31




                                   F-1

<PAGE>

           INTAC INTERNATIONAL HOLDINGS LIMITED

                      AND SUBSIDIARY

               Independent Auditors' Report




The Board of Directors and Stockholders
Intac International Holdings Limited:



We have audited the accompanying consolidated balance sheet
of Intac International Holdings Limited (formerly known as
Glory Team Limited) and its subsidiary as of September 30,
2001, and the related consolidated statement of income,
stockholders' deficit and comprehensive income, and cash
flows for the period from January 3, 2001 (date of
inception) to September 30, 2001.  These consolidated
financial statements are the responsibility of the
Company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on
our audit.

We conducted our audit in accordance with auditing
standards generally accepted in the United States of
America.  Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the
accounting principles used and significant estimates made
by management, as well as evaluating the overall financial
statements presentation.  We believe that our audit
provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements
referred to above present fairly, in all material respects,
the financial position of Intac International Holdings
Limited and its subsidiary as of September 30, 2001 and the
results of their operations and their cash flows for the
period from January 3, 2001 (date of inception) to
September 30, 2001 in conformity with accounting principles
generally accepted in the United States of America.



Hong Kong, China

November 23, 2001, except as to
the third paragraph of Note 8,
which is as of December 12, 2001

                               F-2

<PAGE>

           INTAC INTERNATIONAL HOLDINGS LIMITED

                      AND SUBSIDIARY

                Consolidated Balance Sheet

                    September 30, 2001

  (Expressed in United States dollars, except par value)

                            Assets
Current assets:
  Cash and cash equivalents                         $ 522,609
  Trade accounts receivable                            27,127
  Deposits and other receivable                        44,452
  Inventories                                           2,314
                                                    ---------

     Total current assets                             596,502
                                                    ---------

Equipment, net                                          5,339
Goodwill                                               59,115
                                                    ---------

     Total assets                                   $ 660,956
                                                    =========
           Liabilities and Stockholders' Deficit

Current liabilities:
  Trade accounts payable                            $ 124,166
  Due to shareholder                                   54,583
  Trade deposits                                      402,957
  Income taxes payable                                105,814
  Accrued expenses                                     40,774
  Other liabilities                                    61,874
                                                    ---------
     Total current liabilities                        790,168

                                                    ---------
Stockholders' deficit:
  Ordinary share, HK$1 par value.  Authorized,
    issued and outstanding 10,000 shares                1,282
  Due from shareholder for unpaid ordinary
    shares issued                                      (1,282)
  Retained earnings                                         -
  Accumulated other comprehensive income                   29
  Distributions to shareholder                       (129,241)
                                                    ---------
   Total stockholders' deficit                       (129,212)
                                                    ---------

Commitments and contingencies

   Total liabilities and stockholders' deficit      $ 660,956
                                                    =========



See accompanying notes to consolidated financial statements.


                                 F-3
<PAGE>


           INTAC INTERNATIONAL HOLDINGS LIMITED

                      AND SUBSIDIARY



             Consolidated Statement of Income

            For the period from January 3, 2001
         (date of inception) to September 30, 2001

           (Expressed in United States dollars)



Net sales                                        $ 12,356,703

Cost of goods sold                                 (8,052,977)
Cost of goods sold - related party                 (3,735,080)
                                                 ------------

     Total cost of goods sold                     (11,788,057)
                                                 ------------

     Gross profit                                     568,646

Selling, general and administrative expenses         (194,247)
                                                 ------------

     Operating income                                 374,399

Other income (expense)
  Interest income                                         832
  Interest expense                                       (768)
  Other income                                             76
                                                 ------------

     Total other income (expense)                         140

                                                 ------------

Income before income taxes                            374,539

Income taxes                                          (83,780)
                                                 ------------

Net income                                       $    290,759
                                                 ============



See accompanying notes to consolidated financial statements.

                               F-4

<PAGE>


                      INTAC INTERNATIONAL HOLDINGS LIMITED

                                 AND SUBSIDIARY



                 Consolidated Statement of Stockholders' Deficit
                            and Comprehensive Income

                       For the period from January 3, 2001
                    (date of inception) to September 30, 2001

             (Expressed in United States dollars, except par value)


<TABLE>
<CAPTION>

                                      Due from
                                     shareholder
                                     for unpaid              Accumulated                     Total
                           Ordinary   ordinary                 other       Distributions     stock-
                 Ordinary   share      shares      Retained comprehensive       to           holders'
                  shares    amount     issued      earnings    income       shareholder      deficit
                ---------  --------  -----------   --------  ------------  -------------   ------------
<S>             <C>        <C>       <C>           <C>       <C>           <C>             <C>
Balances at
  January 3,            -   $     -    $       -   $      -    $        -        $     -    $         -
   2001
    Net income          -         -            -    290,759             -              -        290,759
    Foreign
    currency
    translation
     adjustment         -         -            -          -            29              -             29
                                                                                             ----------
Comprehensive
  income                                                                                        290,788
                                                                                             ==========
Issuance of
  10,000,
  HK$1 par value
  ordinary shares  10,000     1,282             -          -             -             -          1,282
Due from
  shareholder
  for unpaid
  ordinary
  shares issued         -         -       (1,282)          -             -              -        (1,282)
Distributions to
  shareholder           -         -            -    (290,759)            -       (129,241)     (420,000)
                  -------    ------    ---------   ---------    ----------     ----------    ----------

Balances at
  September 30,
  2001             10,000    $1,282    $  (1,282)  $       -    $       29     $ (129,241)   $ (129,212)
                  =======    ======    =========   =========    ==========     ==========    ==========

</TABLE>



See accompanying notes to consolidated financial statements.


                                   F-5

<PAGE>

            INTAC INTERNATIONAL HOLDINGS LIMITED

                       AND SUBSIDIARY



            Consolidated Statement of Cash Flows

             For the period from January 3, 2001
          (date of inception) to September 30, 2001

            (Expressed in United States dollars)


Cash flows from operating activities:

Net income                                        $ 290,759
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation                                            190
Changes in operating assets and liabilities:
  Increase in trade accounts receivable              (1,074)
  Decrease in deposits and other receivable         129,488
  Increase in inventories                           (2,314)
  Increase in trade accounts payable                 81,314
  Increase in amount due to shareholder              54,583
  Increase in income taxes payable                   83,789
  Increase in trade deposits                        402,957
  Decrease in accrued expenses and other
   liabilities                                      (75,509)
                                                  ---------

Net cash provided by operating activities           964,183
                                                  ---------
Cash flows from investing activities:

Purchase of subsidiary (net of cash
  and cash equivalents acquired of $867)            (21,574)
                                                  ---------

Net cash used in investing activities               (21,574)
                                                  ---------
Cash flows from financing activities:

Distributions to shareholder
                                                   (420,000)
                                                  ---------

Net cash used in financing activities              (420,000)
                                                  ---------

Net increase in cash and cash equivalents           522,609

Cash and cash equivalents at beginning
  of period                                               -
                                                  ---------

Cash and cash equivalents at end of period        $ 522,609
                                                  =========



See accompanying notes to consolidated financial statements.

                               F-6

<PAGE>

            INTAC INTERNATIONAL HOLDINGS LIMITED

                       AND SUBSIDIARY



            Consolidated Statement of Cash Flows

             For the period from January 3, 2001
          (date of inception) to September 30, 2001

            (Expressed in United States dollars)



Supplemental disclosures of cash flow information

Cash paid during the period for:
   Interest (net of amount capitalized of $0)        $    -
   Income taxes                                           -
                                                     ======




See accompanying notes to consolidated financial statements.

                            F-7

<PAGE>

           INTAC INTERNATIONAL HOLDINGS LIMITED

                      AND SUBSIDIARY



        Notes to Consolidated Financial Statements

     As of September 30, 2001 and for the period from
                      January 3, 2001
         (date of inception) to September 30, 2001

           (Expressed in United States dollars)



1    General and Summary of Significant Accounting Policies

(a)  Description of Business and Basis of Presentation


     Intac International Holdings Limited ("INTAC") was
     incorporated in Hong Kong with limited liability on January
     3, 2001 as Glory Team Limited under the Hong Kong Companies
     Ordinance.  Pursuant to a special resolution passed on
     September 14, 2001, the name of the company was changed to
     Intac International Holdings Limited.

     INTAC and its subsidiary (the "Company") is a provider of
     distribution services to the wireless communications
     industry with operations primarily in the Hong Kong, Asia
     Pacific market.  The Company distributes wireless handsets
     from leading manufacturers and other distributors to
     network operators, agents, resellers, dealers and
     retailers.

     The accompanying consolidated financial statements have
     been prepared in accordance with accounting principles
     generally accepted in the United States of America ("US
     GAAP").

(b)  Principles of Consolidation

     The accompanying consolidated financial statements include
     the financial statements of INTAC and its wholly-owned
     subsidiary, New Tech Handels GmbH ("New Tech") (see note
     2).  All significant intercompany balances and transactions
     have been eliminated in consolidation.

(c)  Goodwill

     In accordance with Statement of Financial Accounting
     Standards ("SFAS") No. 141, any goodwill and any intangible
     assets determined to have an indefinite useful life that is
     acquired in a business combination completed after June 30,
     2001 will not be amortized and instead reviewed for
     impairment (see note 2).

                            F-8

<PAGE>

           INTAC INTERNATIONAL HOLDINGS LIMITED

                      AND SUBSIDIARY



        Notes to Consolidated Financial Statements

     As of September 30, 2001 and for the period from
                      January 3, 2001
         (date of inception) to September 30, 2001

           (Expressed in United States dollars)



1    General and Summary of Significant Accounting Policies
     (continued)

(d)  Liquidity

     As of September 30, 2001, the Company has an accumulated
     deficit of $129,212 primarily due to distributions made to
     its principal shareholder.  In October 2001, the Company
     raised $3,000,000 of equity financing (see note 8) and
     plans to raise additional equity financing as needed in
     2001 and 2002 to fund future operations and expansion plans
     and to provide additional working capital.  There is no
     assurance that such future financing will be consummated or
     obtained in sufficient amounts to meet the Company's needs.
     If the Company is unable to raise additional equity
     financing, the Company's expansion plans and operations
     would need to be significantly curtailed.

(e)  Cash and Cash Equivalents

     For purposes of the statement of cash flows, the Company
     considers all highly liquid debt instruments with original
     maturities of three months or less to be cash equivalents.

(f)  Inventories

     Inventories are stated at the lower of cost or market and
     are comprised of finished goods.  Cost is determined using
     the weighted average method.

(g)  Equipment

     Equipment, consisting of office equipment, is stated in the
     accompanying consolidated financial statements at cost less
     accumulated depreciation.

     Depreciation on fixed assets is calculated on a straight-
     line basis over the estimated useful lives of the assets of
     three years.

(h)  Revenue recognition

     Revenue is recognized when goods are delivered at the
     customers' premises which is taken to be the point in time
     where the customer has accepted the goods and the related
     risks and rewards of ownership.  Certain sales arrangements
     provide the Company the right to receive a contingent
     payment based on sales made by the customers.  Contingent
     payment revenue for these arrangements is recognized on a
     cash basis.

     Receipts of cash in advance of shipment or delivery are
     recorded as trade deposits.

                             F-9

<PAGE>

           INTAC INTERNATIONAL HOLDINGS LIMITED

                      AND SUBSIDIARY



        Notes to Consolidated Financial Statements

     As of September 30, 2001 and for the period from
                      January 3, 2001
         (date of inception) to September 30, 2001

           (Expressed in United States dollars)



1    General and Summary of Significant Accounting Policies
     (continued)

(i)  Income taxes

     Income taxes are accounted for under the asset and
     liability method.  Deferred tax assets and liabilities are
     recognized for the future tax consequences attributable to
     differences between the financial statement carrying
     amounts of existing assets and liabilities, and their
     respective tax bases and operating loss and tax credit
     carryforwards.  Deferred tax assets and liabilities are
     measured using enacted tax rates expected to apply to
     taxable income in the period in which those temporary
     differences are expected to be recovered or settled.  The
     effect on deferred tax assets and liabilities of a change
     in tax rates is recognized in income in the period that
     includes the enactment date.

(j)  Foreign currency translation

     The functional currency of the Company is the Hong Kong
     dollars ("HK$").  The accompanying consolidated financial
     statements have been expressed in United States dollars,
     the reporting currency of the Company.

     Assets and liabilities of INTAC's foreign subsidiary have
     been translated at the rate of exchange at the end of each
     period.  Revenues and expenses have been translated at the
     weighted average rate of exchange in effect during the
     respective period.  Gains and losses resulting from
     translation are accumulated in other comprehensive income
     in stockholders' deficit.

(k)  Segmental Reporting

     SFAS No. 131 "Disclosures about Segments of an Enterprise
     and Related Information", establishes standards for
     reporting information about operating segments in financial
     statements.  Operating segments are defined as components
     of an enterprise about which separate financial information
     is available that is evaluated regularly by the chief
     operating decision maker, or decision making group, in
     deciding how to allocate resources and in assessing
     performance.

     For the period presented, the Company has one operating
     segment which is the sale of wireless handsets.  The
     Company's sales for the period have been primarily in the
     Hong Kong, Asia Pacific market.

(l)  Use of Estimates

     Management of the Company has made a number of estimates
     and assumptions relating to the reporting of assets and
     liabilities and the disclosure of contingent assets and
     liabilities to prepare these consolidated financial
     statements in conformity with US GAAP.  Actual results
     could differ from those estimates.

                               F-10

<PAGE>

           INTAC INTERNATIONAL HOLDINGS LIMITED

                      AND SUBSIDIARY



        Notes to Consolidated Financial Statements

     As of September 30, 2001 and for the period from
                      January 3, 2001
         (date of inception) to September 30, 2001

           (Expressed in United States dollars)



1    General and Summary of Significant Accounting Policies
     (continued)

(m)  Impairment of Long-Lived Assets and Long-Lived Assets to Be
     Disposed Of

     The Company accounts for long-lived assets in accordance
     with the provisions of SFAS No. 121, "Accounting for the
     Impairment of Long-Lived Assets and for Long-Lived Assets
     to Be Disposed Of".  This Statement requires that long-
     lived assets and certain identifiable intangibles be
     reviewed for impairment whenever events or changes in
     circumstances indicate that the carrying amount of an asset
     may not be recoverable.  Recoverability of assets to be
     held and used is measured by a comparison of the carrying
     amount of an asset to future net cash flows expected to be
     generated by the asset.  If such assets are considered to
     be impaired, the impairment to be recognized is measured by
     the amount by which the carrying amount of the assets
     exceeds the fair value of the assets.  Assets to be
     disposed of are reported at the lower of the carrying
     amount or fair value less costs to sell.

(n)  Commitments and Contingencies

     Liabilities for loss contingencies arising from claims,
     assessments and litigation and other sources are recorded
     when it is probable that a liability has been incurred and
     the amount of the assessment can be reasonably estimated.
     In the opinion of management, after consultation with legal
     counsel, there are no claims, assessments and litigation
     against the Company.

(o)  Related Parties

     Parties are considered to be related to the Company if the
     Company has the ability, directly or indirectly, to control
     the party or exercise significant influence over the party
     in making financial and operating decision, or vice versa,
     or where the Company and the party are subject to common
     control or common significant influence.  Related parties
     may be individuals or other entities.

(p)  Concentration of Risks

     Three customers each accounted for more than 10% of the
     Company's sales for the period ended September 30, 2001, as
     follows:

     Company                         Sales percentage

     Sparkle Trading Company                      30%
     238 Telecom Limited                          18%
     Chun Wah Trading Company                     14%

                               F-11

<PAGE>

           INTAC INTERNATIONAL HOLDINGS LIMITED

                      AND SUBSIDIARY



        Notes to Consolidated Financial Statements

     As of September 30, 2001 and for the period from
                      January 3, 2001
         (date of inception) to September 30, 2001

           (Expressed in United States dollars)



1    General and Summary of Significant Accounting Policies
     (continued)

(p)  Concentration of Risks (continued)


     The Company's product suppliers are concentrated in two
     vendors, as follows:

     Company                            Purchase percentage

     Mega Full Trading Company                          57%
     Tai Pan Trading GmbH ("Tai Pan")
     (see note 6)                                       32%

2    Acquisition

     On September 1, 2001, the Company acquired all of the
     outstanding shares of New Tech from a related party (see
     note 6).  The results of New Tech have been included in the
     consolidated financial statements since that date.  New
     Tech is incorporated and domiciled in Germany and is a
     distributor of wireless handset products.  The aggregate
     purchase price was $22,441, which was paid in cash.  The
     net purchase price of $21,574 was net of cash on hand at
     New Tech of $867.

     The following table summarizes the estimated fair value of
     the assets acquired and liabilities assumed as of the date
     of acquisition.

     Current assets other than deferred tax asset       $ 200,345
     Property and equipment                                 5,513
                                                        ---------

        Total assets acquired                             205,858

      Current liabilities                                (242,438)
                                                        ---------

        Net liabilities assumed                         $ (36,580)
                                                        =========

     The excess of the purchase price over the fair value of the
     net liabilities assumed represented goodwill.  In
     accordance with SFAS No. 141, any goodwill and any
     intangible asset determined to have an indefinite useful
     life that is acquired in a business combination completed
     after June 30, 2001 will not be amortized and instead
     reviewed for impairment (see note 9).

                             F-12

<PAGE>

           INTAC INTERNATIONAL HOLDINGS LIMITED

                      AND SUBSIDIARY



        Notes to Consolidated Financial Statements

     As of September 30, 2001 and for the period from
                      January 3, 2001
         (date of inception) to September 30, 2001

           (Expressed in United States dollars)



2    Acquisition (continued)

     The pro forma financial information in the following table
     is unaudited and illustrates the combined results of
     operations of the Company and New Tech for the period from
     January 3, 2001 (date of inception) to September 30, 2001
     as if the acquisition of New Tech had occurred as of
     January 3, 2001.  The pro forma financial information is
     presented for informational purposes and is not necessarily
     indicative of the results of operations which would have
     occurred had the Company and New Tech constituted a single
     entity as of January 3, 2001.  The pro forma financial
     information is also not necessarily indicative of the
     future results of operations of the combined Company.

     Net sales                                        $12,965,442
                                                      ===========

     Income before income taxes                       $   285,361
                                                      ===========

     Net income                                       $   214,883
                                                      ===========

     The pro forma combined net income does not reflect any
     amortization of goodwill.

3    Fair Value of Financial Instruments

     The carrying amounts of trade accounts receivable, deposits
     and other receivable, and trade accounts payable as of
     September 30, 2001 approximate their fair values because of
     the short maturity of these instruments.

4    Equipment, net

     As of September 30, 2001, equipment represents:

     Office equipment                                    $  6,988
     Less: Accumulated depreciation                        (1,649)
                                                         --------

                                                         $  5,339
                                                         ========

5    Income Taxes

     Income tax expense reported in the consolidated statements
     of income is attributable to operations and consisted of
     current tax expense of $83,780.  No deferred tax
     expense/benefit has been provided as the amount of
     temporary differences was immaterial.

                             F-13

<PAGE>

           INTAC INTERNATIONAL HOLDINGS LIMITED

                      AND SUBSIDIARY



        Notes to Consolidated Financial Statements

     As of September 30, 2001 and for the period from
                      January 3, 2001
         (date of inception) to September 30, 2001

           (Expressed in United States dollars)

5    Income Taxes (continued)

     The Company is subject to income taxes on income arising
     in or derived from the tax jurisdiction in which it is
     domiciled and operates and accordingly, is subject to Hong
     Kong profits tax at 16% on the estimated assessable
     profits for the period.

     Income tax expense attributable to income from operations
     for the period ended September 30, 2001 differed from the
     amounts computed by applying the Hong Kong profits tax
     rates of 16% to pre-tax income from operations as a result
     of the following:

     Computed "expected" tax expense                      $59,926
     Non-deductibility of acquisition related
       expenses                                            20,437
     Other                                                  3,417
                                                          -------

                                                          $83,780
                                                          =======

6    Related Party Transactions

(a)  As of September 30, 2001, the Company's two shareholders,
     Mr Wei Zhou and Ms Yip Yin Kwan are the beneficial owners
     of 99% and 1% of the Company's issued outstanding ordinary
     shares, respectively.

(b)  Mr Zhou is the President, Treasurer and Director of the
     Company.  As of September 30, 2001, Mr Zhou had made
     advances to the Company amounting to $54,583.  On September
     21, 2001, Mr Zhou received a distribution of all profits of
     $290,759 and an additional distribution of $129,241 from
     the Company.  The distributions to Mr Zhou totalling
     $420,000 were used to acquire on September 30, 2001 a
     controlling interest (51.7%) in Commodore Minerals, Inc.
     ("Commodore"), a company incorporated in the State of
     Nevada, United States of America.  The distributions have
     been accounted for as a reduction of stockholders' deficit
     in the accompanying consolidated financial statements.
     Such additional distribution will be offset against
     retained earnings upon the generation of sufficient net
     income in future periods.

(c)  Mr Zhou provided services to the Company for no
     consideration and accordingly, no salary expenses for his
     services have been reflected in the accompanying
     consolidated financial statements.

(d)  On August 31, 2001, INTAC acquired all of the outstanding
     shares of New Tech, an entity whose controlling interest
     (80%) was held by Ms Yiling Huang, the wife of Mr Zhou.
     The remaining 20% minority interest was held by an
     independent third party.  INTAC and New Tech were not
     considered to be entities under common control prior to
     August 31, 2001.

(e)  Prior to August 31, 2001, Mr Zhou held a 50% equity
     interest in Tai Pan, a principal supplier of the Company.
     On August 31, 2001, Mr Zhou sold his 50% equity interest in
     Tai Pan to his wife, Ms Yiling Huang.  During the period
     presented, total cost of goods sold relating to products
     supplied by Tai Pan was $3,735,080.

                           F-14

<PAGE>

           INTAC INTERNATIONAL HOLDINGS LIMITED

                      AND SUBSIDIARY



        Notes to Consolidated Financial Statements

     As of September 30, 2001 and for the period from
                      January 3, 2001
         (date of inception) to September 30, 2001

           (Expressed in United States dollars)



6    Related Party Transactions (continued)

     (f)  The Company issued 10,000 HK$1 ordinary shares to its
     shareholders which have not been paid as of September 30,
     2001.  The amount of $1,282 due from the shareholders is
     accounted for as a reduction of stockholders' deficit in
     the accompanying consolidated financial statements.

7    Commitments and Contingencies

     As of September 30, 2001, the total future minimum lease
     payments under non-cancelable operating leases of the
     Company's office facilities are as follows:

     Period ending September 30,

     2002                                              $28,529
     2003                                               18,456
     2004                                                3,239
     2005                                                    -
     2006                                                    -
                                                       -------

                                                       $50,224
                                                       =======

     For the period presented, rental expenses which were
     included in selling, general and administrative expenses
     amounted to $17,477.

8    Subsequent Events

     On October 13, 2001, Commodore acquired ownership of all
     the outstanding shares of INTAC by issuing 5,000,000 shares
     of its common stock in exchange for 100% of the common
     stock of INTAC.  Commodore's acquisition of INTAC will be
     accounted for as a reverse acquisition, in which INTAC will
     be treated as having acquired Commodore for financial
     reporting purposes.  On the same day, Commodore began doing
     business as INTAC International.

     On October 25, 2001, INTAC International issued 545,455
     shares of common stock to a single private investor raising
     gross proceeds of approximately $3,000,000 for general
     working capital purposes.

     As of September 30, 2001, New Tech has an accumulated
     deficit of $54,570.  Under German laws, an entity with an
     accumulated deficit is required to take remedial action or
     file bankruptcy as soon as management becomes aware of the
     situation.  Corrective measures would include among other
     things, a binding shareholders' resolution to contribute
     sufficient capital in the entity.  On December 12, 2001,
     the shareholders of INTAC passed a binding resolution to
     make a capital contribution to New Tech in the event a
     deficit remained at December 31, 2001.

                             F-15

<PAGE>

           INTAC INTERNATIONAL HOLDINGS LIMITED

                      AND SUBSIDIARY



        Notes to Consolidated Financial Statements

     As of September 30, 2001 and for the period from
                      January 3, 2001
         (date of inception) to September 30, 2001

           (Expressed in United States dollars)



9    Impact of New Accounting Standards

     SFAS Nos. 141 and 142

     In June 2001, the Financial Accounting Standards Board
     ("FASB") issued SFAS No. 141, "Business Combinations", and
     SFAS No. 142, "Goodwill and Intangible Assets".  SFAS No.
     141 requires that the purchase method of accounting be used
     for all business combinations completed after June 30,
     2001.  SFAS No. 141 also specifies the types of acquired
     intangible assets that are required to be recognized and
     reported separately from goodwill and those acquired
     intangible assets that are required to be included in
     goodwill.  SFAS No. 142 will require that goodwill no
     longer be amortized, but instead tested for impairment at
     least annually.  SFAS No. 142 will also require recognized
     intangible assets be amortized over their respective
     estimated useful lives and reviewed for impairment in
     accordance with SFAS No. 144, "Accounting for the
     Impairment or Disposal of Long-Lived Assets".  Any
     recognized intangible asset determined to have an
     indefinite useful life will not be amortized, but instead
     tested for impairment in accordance with the Standard until
     its life is determined to no longer be indefinite.

     The provisions of SFAS Nos. 141 and 142 shall be applied
     for fiscal years beginning after December 15, 2001, to all
     goodwill and other intangible assets recognized in an
     entity's statement of financial position at the beginning
     of that fiscal year, regardless of when those previously
     recognized assets were initially recognized, with the
     exception of the immediate requirement to use the purchase
     method of accounting for all future business combinations
     completed after June 30, 2001.  However, any goodwill and
     any intangible asset determined to have an indefinite
     useful life that is acquired in a business combination
     completed after June 30, 2001 will not be amortized and
     instead reviewed for impairment in accordance with APB No.
     17 or SFAS No. 121, "Accounting for the Impairment of Long-
     Lived Assets and for Long-Lived Assets to Be Disposed Of",
     until the date SFAS No. 142 is applied in its entirety.

     SFAS No. 141 will require the Company to evaluate its
     existing intangible assets and goodwill and to make any
     necessary reclassifications in order to conform to the new
     separation requirements at the date of adoption.  Upon
     adoption of SFAS No. 142, the Company will be required to
     reassess the useful lives and residual values of all
     intangible assets and make any necessary amortization
     period adjustments.

     In connection with the transitional impairment evaluation,
     SFAS No. 142 will require the Company to perform an
     assessment of whether there is an indication that goodwill
     is impaired as of the date of adoption.  Because of the
     extensiveness of the efforts needed to comply, it is not
     practicable to reasonably estimate the impact of the
     adoption of these Statements on the Company's consolidated
     financial statements.

                             F-16

<PAGE>

           INTAC INTERNATIONAL HOLDINGS LIMITED

                      AND SUBSIDIARY


        Notes to Consolidated Financial Statements

     As of September 30, 2001 and for the period from
                      January 3, 2001
         (date of inception) to September 30, 2001

           (Expressed in United States dollars)



9    Impact of New Accounting Standards (continued)

     SFAS No. 144

     In August 2001, the FASB issued SFAS No. 144, "Accounting
     for the Impairment or Disposal of Long-Lived Assets", which
     supersedes both SFAS No. 121, and the accounting and
     reporting provisions of APB Opinion No. 30, "Reporting the
     Results of Operations - Reporting the Effects of Disposal
     of a Segment of a Business, and Extraordinary, Unusual and
     Infrequently Occurring Events and Transactions" (Opinion
     30), for the disposal of a segment of a business (as
     previously defined in that Opinion).  SFAS No. 144 retains
     the fundamental provisions in SFAS No. 121 for recognizing
     and measuring impairment losses on long-lived assets held
     for use and long-lived assets to be disposed of by sale,
     while also resolving significant implementation issues
     associated with SFAS No. 121.  For example, SFAS No. 144
     provides guidance on how a long-lived asset that will be
     disposed of other than by sale.  SFAS No. 144 retains the
     basic provisions of Opinion 30 on how to present
     discontinued operations in the income statement but
     broadens that presentation to include a component of an
     entity (rather than a segment of a business).  Unlike SFAS
     No. 121, an impairment assessment under SFAS No. 141 will
     never result in a write-down of goodwill.  Rather, goodwill
     is evaluated for impairment under SFAS No. 142, "Goodwill
     and Other Intangible Assets".

     The Company is required to adopt SFAS No. 144 no later than
     the fiscal year beginning after December 15, 2001.
     Management does not expect the adoption of SFAS No. 144 for
     long-lived assets held for use to have a material impact on
     the Company's consolidated financial statements because the
     impairment assessment under SFAS No. 144 is largely
     unchanged from SFAS No. 121.  The provisions of the
     Statement for assets held for sale or other disposal
     generally are required to be applied prospectively after
     the adoption date to newly initiated disposal activities.
     Therefore, management cannot determine the potential
     effects that adoption of SFAS No. 144 will have on the
     Company's consolidated financial statements.

     SFAS No. 133

     In June 1998, FASB issued SFAS No. 133 "Accounting for
     Derivative Instruments and Hedging Activities".  SFAS No.
     133 requires companies to adopt its provisions for all
     fiscal quarters of all fiscal years beginning after June
     15, 2000, as deferred by SFAS No. 137.  Earlier application
     of all of the provisions of SFAS No. 133 is permitted, but
     the provisions cannot be applied retroactively to financial
     statements of prior periods.  SFAS No. 133, as amended by
     SFAS No. 138, standardizes the accounting for derivative
     instrument by requiring that an entity recognize those
     items as assets or liabilities in the balance sheet and
     measure at fair value.  The adoption of SFAS No. 133 did
     not have a material impact on the Company's consolidated
     financial statements.  The Company does not hold nor has it
     entered into any derivative contracts for the period
     presented.

                             F-17

<PAGE>

                   Independent Auditors' Report


The Board of Directors
New Tech Handels GmbH:


We have audited the accompanying balance sheets of New Tech
Handels GmbH, Frankfurt am Main, as of December 31, 2000 and
August 31, 2001, and the related statements of operations,
stockholders' equity (deficit) and cash flows for the periods from
January 20, 2000 (inception) through December 31, 2000 and from
January 1, 2001 through August 31, 2001.  These financial
statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with the auditing standards
generally accepted in the United States of America.  Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether financial statements are free
of material misstatements.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable
basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of New
Tech Handels GmbH as of December 31, 2000 and August 31, 2001 and
the results of its operations and its cash flow for the periods
from January 20, 2000 (date of inception) through December 31,
2000 and from January 1, 2001 through August 31, 2001 in
conformity with accounting principles generally accepted in the
United States of America.


Frankfurt, Germany
December 14, 2001


KPMG Deutsche Treuhand-Gesellschaft
Aktiengesellschaft
Wirtschaftsprufungsgesellschaft




D. Nelson                P. Hubbard
CPA                      Chartered Accountant
                         Wirtschaftsprufer


                                  F-18

<PAGE>

                          NEW TECH HANDELS GmbH

                              Balance Sheets

               (Expressed in U.S dollars, except par value)


                                                   December 31,      August 31,
                                                       2000             2001
                        Assets                     ------------     ------------

Current assets:

 Cash and cash equivalents                         $    22,560      $       867

 Trade receivables                                      69,225           25,986

 Deposits and other receivables                        345,268          172,570

 Due from officers and employees                            --              922

 Inventory                                              32,493               --
                                                   -----------      -----------
      Total current assets                             469,546          200,345
                                                   -----------      -----------
Equipment, net                                           5,712            5,513
                                                   -----------      -----------
      Total assets                                 $   475,258      $   205,858
                                                   ===========      ===========

     Liabilities and Stockholders' Equity (Deficit)

Current liabilities:

 Trade accounts payable                            $    83,721      $    42,742

 Due to officers and employees                           5,866               --

 Note payable                                          245,785          144,026

 Accrued liabilities                                    31,283            7,333

 Taxes payable                                          22,797           21,968

 Other liabilities                                      44,050           26,369
                                                   -----------      -----------
      Total current liabilities                        433,502          242,438
                                                   -----------      -----------


Stockholders' equity (deficit):
 Common stock, Euro 1 par value, Authorized,
  issued and outstanding 25,000 shares                  25,331           25,331
 Retained earnings (accumulated deficit)                17,865          (57,651)
 Accumulated other comprehensive income                 (1,440)          (4,260)
                                                   -----------      -----------

      Total stockholders' equity (deficit)              41,756          (36,580)


                                                   -----------      -----------
      Total liabilities and stockholders'
         equity (deficit)                          $   475,258      $   205,858
                                                   ===========      ===========


See accompanying notes to financial statements.

                                  F-19


<PAGE>


                           NEW TECH HANDELS GmbH

                          Statements of Operations

                For the periods from January 20, 2000 (inception)
                 to December 31, 2000 and from January 1, 2001
                             to August 31, 2001

                         (Expressed in U. S. dollars)


                                                January 20,      January 1,
                                                   2000             2001
                                                    to               to
                                                December 31,     August 31,
                                                   2000             2001
                                                -----------     -----------
Net sales                                       $ 3,368,712     $   756,037

Cost of goods sold                               (3,236,015)       (707,095)
                                                -----------     -----------

    Gross profit                                    132,697          48,942

Selling, general and administrative expenses        (87,570)       (122,922)
                                                -----------     -----------
    Operating income (loss)                          45,127         (73,980)


Other income (expense):
 Interest expense                                    (5,558)        (13,716)
 Other income (expense)                                 669          12,180
                                                -----------     -----------
    Total other income (expense)                     (4,889)         (1,536)
                                                -----------     -----------
    Income (loss) before taxes                       40,238         (75,516)

Taxes on income                                     (22,373)             --
                                                -----------     -----------

    Net income (loss)                           $    17,865     $   (75,516)
                                                ===========     ===========


See accompanying notes to financial statements.


                                    F-20


<PAGE>

                         NEW TECH HANDELS GmbH

                Statements of Stockholders' Equity (Deficit)

              For the period from January 20, 2000 (inception)
               to December 31, 2000 and from January 1, 2001
                           to August 31, 2001

                     (Expressed in U. S. dollars)

<TABLE>
<CAPTION>
                                                                     Retained      Accumulated       Total
                                                                     earnings/       other        stockholders'
                                                       Common      (accumulated   comprehensive      equity
                                          Shares        Stock         deficit)       income         (deficit)
                                        -----------  -----------   -------------  -------------   -------------

                                     <c>          <c>           <c>            <c>             <c>
Common stock issued January 20, 2000         25,000  $    25,331   $          --  $          --   $      25,331


Net income                                       --           --          17,865             --          17,865

Foreign currency translation adjustment          --           --              --          (1,440)        (1,440)
                                        -----------  -----------   -------------  --------------  -------------

Balance at December 31, 2000                 25,000       25,331          17,865          (1,440)        41,756

Net loss                                         --           --         (75,516)             --        (75,516)

Foreign currency translation adjustment          --           --              --          (2,820)        (2,820)
                                        -----------  -----------   -------------  --------------  -------------

Balance at August 31, 2001                  25,000   $   25,331    $     (57,651) $       (4,260) $     (36,580)
                                        ==========   ==========    =============  ==============  =============

</TABLE>

See accompanying notes to financial statements.

                                      F-21

<PAGE>

                         NEW TECH HANDELS GmbH

                        Statements of Cash Flows

             For the period from January 20, 2000 (inception)
                      to December 31, 2000 and from
                   January 1, 2001 to August 31, 2001

                      (Expressed in U. S. dollars)

<TABLE>
<CAPTION>
                                                                2000            2001
                                                            ------------    -----------

                                                         <c>             <c>
Cash flows from operating activities:
 Net income (loss)                                          $     17,865    $   (75,516)
 Adjustments to reconcile net income (loss) to net cash
  provided by (used in) operating activities:
   Depreciation                                                    3,732          1,335
   Changes in operating assets and liabilities:
    Trade receivables                                            (69,225)        43,239
    Deposits and other receivables                              (345,268)       172,698
    Due to / from officers and employees                           5,866         (6,788)
    Inventory                                                    (32,493)        32,493
    Accounts payable                                              83,721        (40,979)
    Note payable                                                 245,785       (101,759)
    Accrued liabilities                                           31,283        (23,950)
    Taxes payable                                                 22,797           (829)
    Other liabilities                                             44,050        (17,681)
                                                            ------------    -----------
     Net cash provided by (used in) operating activities           8,113        (17,737)
                                                            ------------    -----------

Cash flows from investing activities:
 Purchase of furniture and equipment                              (9,444)        (1,136)
                                                            ------------    -----------
     Net cash used in investing activities                        (9,444)        (1,136)
                                                            ------------    -----------

Cash flows from financing activities:
 Proceeds from issuance of common stock                           25,331             --
                                                            ------------    -----------

     Net cash provided by financing activities                    25,331             --
                                                            ------------    -----------
Effect of foreign exchange rates on
  cash and cash equivalents                                      (1,440)         (2,820)
                                                            ------------    -----------

     Net increase (decrease) in cash and cash
       equivalents                                                22,560        (21,693)
                                                            ------------    -----------

Cash and cash equivalents at beginning of period                      --         22,560
                                                            ------------    -----------
Cash and cash equivalents at end of period                  $     22,560    $       867
                                                            ============    ===========

Cash paid for interest                                      $      5,558    $    13,716
                                                            ============    ===========

</TABLE>

See accompanying notes to financial statements.

                                        F-22

<PAGE>



                       NEW TECH HANDELS GmbH

                   Notes to Financial Statements

               December 31 2000 and August 31, 2001


(1)  General and Summary of Significant Accounting Policies

  (a)  Description of Business

       New Tech Handels GmbH (New Tech or the Company) was
       incorporated in January 2000.  New Tech conducts business
       as a distributor of wireless handsets in the global
       wireless telecommunications markets.  Its customers
       include wholesalers, agents, retailers and other wireless
       equipment distributors.  New Tech acquires its wireless
       products from manufacturers and other distributors, mostly
       in Germany, and sells them usually to foreign countries.

       The accompanying consolidated financial statements have
       been prepared in accordance with accounting principles
       generally accepted in the United States of America ("US
       GAAP").

  (b)  Use of Estimates

       Management of the Company has made a number of estimates
       and assumptions relating to the reporting of assets and
       liabilities and the disclosure of contingent assets and
       liabilities to prepare these financial statements in
       conformity with US GAAP. Actual results could differ from
       those estimates.

  (c)  Liquidity

       For the period from January 1, 2001 to August 31, 2001,
       the Company operated at a loss and has an accumulated
       negative stockholders' equity of $36,580. Management is of
       the opinion that operations will become profitable
       beginning in the last quarter of the year and that as of
       December 31, 2001 the Company will have positive equity.
       In the event operations do not produce positive equity by
       the end of the year, the Company's parent (see note 9)
       intends to make a capital contribution in the amount
       necessary to produce positive equity.

  (d)  Cash and Cash Equivalents

       The Company considers all highly liquid investments
       purchased with an original maturity of three months or
       less to be cash equivalents.

  (e)  Equipment

       Equipment consists primarily of office and computer
       equipment and is stated at cost less accumulated
       depreciation.  Depreciation is completed using an
       approximation to the straight-line method over the
       respective asset's life. Expenditures for maintenance are
       charged to expense as incurred.  There is no equipment
       under capital leasing.

  (f)  Inventories

       Inventories are stated at the lower of cost or market and
       are comprised of finished goods. Cost is determined using
       the weighted average method.

                                    F-23

<PAGE>



                       NEW TECH HANDELS GmbH

                   Notes to Financial Statements

               December 31 2000 and August 31, 2001


  (g)  Revenue Recognition

       Revenue is recorded at the time the product is shipped or
       product ownership is transferred to the customer.
       Receipts of cash in advance of shipment or transfer are
       recorded as deferred revenue and recognized when the
       product is shipped or ownership is transferred.

  (h)  Income Taxes

       Income taxes are accounted for under the asset and
       liability method. Deferred tax assets and liabilities are
       recognized for the future tax consequences attributable to
       differences between the financial statements carrying
       amounts of existing assets and liabilities and their
       respective tax basis and operating loss and tax credit
       carryforwards. Deferred tax assets and liabilities are
       measured using enacted tax rates expected to apply to
       taxable income in the period in which those temporary
       differences are expected to be recovered or settled. The
       effect on deferred tax assets and liabilities of a change
       in tax rates is recognized in income in the period that
       includes the enactment date.

       A Valuation allowance on deferred tax assets is recorded
       if it is more likely than not that some portion or all of
       the deferred tax assets will not be realized through
       recovery of taxes previously paid and/or future taxable
       income. The allowance is subject to ongoing adjustments
       based on changes in circumstances that affect the
       Company's assessment of the realizability of the deferred
       tax assets. The Company has reviewed its deferred tax
       assets as of August 31, 2001, and based on this review,
       believes a 100% allowance is required.

  (i)  Foreign Currency Translation

       The functional currency of the Company is the German Mark.
       The accompanying financial statements have been expressed
       in United States dollars, which is the reporting currency
       of the Company.

       Assets and liabilities of the Company have been translated
       at the currency exchange rate at the balance sheet dates.
       Equity is translated at the historical exchange rate.
       Revenues and expenses have been translated at the average
       rate for the accounting period. The translation
       differences that arise are shown as other comprehensive
       income (loss) in stockholders' equity.


  (j)  Segment Reporting

       Statement of Financial Accounting Standards ("SFAS") No.
       131 "Disclosures about Segments of an Enterprise and
       Related Information", establishes standards for reporting
       information about operating segments in financial
       statements. Operating segments are defined as components
       of an enterprise about which separate financial
       information is available that is evaluated regularly by
       the chief operating decision maker, or decision making
       group, in deciding how to allocate resources and in
       assessing performance.

       For the period presented, the Company has one operating
       segment which is the sale of wireless handsets. The
       Company's sales for the period have been primarily in the
       European market.

                                 F-24

<PAGE>


                       NEW TECH HANDELS GmbH

                   Notes to Financial Statements

               December 31 2000 and August 31, 2001


  (k)  Commitments and Contingencies

       Liabilities for loss contingencies arising from claims,
       assessments and litigation and other sources are recorded
       when it is probable that a liability has been incurred and
       the amount of the assessment can be reasonably estimated.
       In the opinion of management, after consultation with
       legal counsel, there are no claims, assessments and
       litigation against the Company.


  (l)  Related Party Transactions

       Prior to August 31, 2001, Ms Yiling Huang was the majority
       stockholder of the Company (see note 8). As of December
       31, 2000, Ms Huang had advanced $5,866 to the Company.


  (m)  Concentration of Risks

       5 Customers each accounted for more than 10% of the
       Company's sales for the periods ended December 31, 2001,
       and/or August 31, 2001, as follows:

                                         12/31/2000         8/31/2001
                                         -----------        ---------
       Company                                 Sales Percentage
       -------                           ----------------------------

       Interconnect GmbH, Aachen               18             48
       Hold Partners Sarl, Luxembourg          --             28
       238 Telecom Ltd., Hong Kong             31             --
       Sparkle Trading Company Ltd.,
         Hong Kong                             28             --
       Interstone Trading Ltd., London         13             --


(2)  Fair value of financial instruments
     The carrying amounts of trade accounts receivable, deposits
     and other receivable and trade accounts payable as of December
     31, 2000 and August 31, 2001 approximate their fair values
     because of the short maturity of these instruments.


(3)  Inventory
     The inventories as of December 31, 2000 comprise finished
     goods, which are stated at the lower of cost or market.

                              F-25
<PAGE>

                       NEW TECH HANDELS GmbH

                   Notes to Financial Statements

               December 31 2000 and August 31, 2001

(4)  Equipment, Net
     Equipment as of December 31, 2000 and August 31, 2001
     comprises a copy machine, a laserfax and two notebooks. The
     balances were:

                                               12/31/2000   8/31/2001
                                               -----------  ----------

           Office equipment                      $  9,444    $ 10,447
           Less: Accumulated depreciation           3,732       4,934
                                                 --------    --------
                                                 $  5,712    $  5,513
                                                 ========    ========

(5)  Deposits and Other Receivables
     Deposits and other receivables consist primarily of
     recoverable value added tax of $345,268 at December 31, 2000
     and $157,380 at August 31, 2001.


(6)  Related Party Transactions
     Prior to August 31, 2001, Ms Yiling Huang was the majority
     stockholder of the Company (see note 8). As of December 31,
     2000, Ms Huang had advanced $5,866 to the Company.


(7)  Note Payable
     Note payable consists of a note payable to Wai Luen
     International Trading Company in the original amount of
     $240,818. The loan originated on October 30, 2000 and has an
     annual interest rate of 9.9%. The loan was used to finance
     inventory purchases. The balance of the loan as of December
     31, 2000 was $240,818. The balance of the loan at August 31,
     2001 was $139,240. The loan was paid off in full on October 2,
     2001.

(8)  Income Taxes
     Total income taxes for the periods ended December 31, 2000 and
     August 31, 2001 were included in net income/net loss as follows:

                                                   2000        2001
                                                 --------    --------
           Income tax expense                    $ 22,373    $      0
                                                 ========    ========

     Income tax expense attributable to income from continuing operations
     was $22,373 in 2000 and $0 in 2001.  This differed from the amounts
     computed by applying the German income tax rate of 53.8% in 2000 and
     41.1% in 2001 (comprising trade tax on income, corporation tax and
     solidarity surcharge) as follows:

                                                   2000        2001
                                                 --------    --------
           Computed "expected" tax
              expense/credit                     $ 21,648    $(31,037)
           Increased in valuation allowance             0      31,037
           Sundry permanent differences               725           0
                                                 --------    --------
                                                 $ 22,373    $      0
                                                 ========    ========

     The tax effects of temporary differences that give rise to significant
     portions of deferred tax assets at August 31, 2001 are as follows:

                                                   2000        2001
                                                 --------    --------
           Net operating loss carryforwards      $      0    $ 31,037
           Less valuation allowance                     0     (31,037)
                                                 --------    --------
           Net deferred tax assets               $      0    $      0
                                                 ========    ========

(9)  Ownership Change
     Effective August 31, 2001, INTAC International Holdings,
     Limited (INTAC) (then known as Glory Team Limited) acquired
     all of the outstanding capital stock of the company for
     $22,694.  Effective with the start of business on September 1,
     2001, the Company became a wholly-owned subsidiary of INTAC.
     INTAC is a Hong Kong corporation engaged in the business of
     distributing wireless handsets in the global wireless
     telecommunications markets.  INTAC intends to use New Tech as
     a major source of wireless handsets.

                               F-26

<PAGE>

                       NEW TECH HANDELS GmbH

                   Notes to Financial Statements

               December 31 2000 and August 31, 2001


(10)   Impact of New Accounting Standards


   SFAS No. 133
   ------------

   In June 1998, FASB issued SFAS No. 133 "Accounting for
   Derivative Instruments and Hedging Activities".  SFAS No. 133,
   standardizes the accounting for derivative instruments by
   requiring an entity to recognize those items as assets or
   liabilities in the balance sheet and measure them at fair
   value.  The Company adopted SFAS No. 133 on January 1, 2001,
   as required, and the effect was not significant.  The Company
   does not hold nor has it entered into any derivative contracts
   for the periods presented.


   SFAS Nos. 141 and 142
   ---------------------

   In June 2001, the FASB issued SFAS No. 141, "Business
   Combinations", and SFAS No. 142, "Goodwill and Intangible
   Assets".  Statement 141 requires that the purchase method of
   accounting be used for all business combinations completed
   after June 30, 2001.  Statement 141 also specifies the types
   of acquired intangible assets that are required to be
   recognized and reported separately from goodwill and those
   acquired intangible assets that are required to be included in
   goodwill.  Statement 142 will require that goodwill no longer
   be amortized, but instead tested for impairment at least
   annually.  Statement 142 will also require recognized
   intangible assets be amortized over their respective estimated
   useful lives and reviewed for impairment in accordance with
   Statement No. 121, "Accounting for the Impairment of Long-
   Lived Assets and for Long-Lived Assets to Be Disposed Of".
   The Company does not anticipate that the adoption of
   Statements 141 and 142 will have an effect on the Company's
   financial statements.


   SFAS No. 144
   ------------

   In August 2001, the FASB issued SFAS No. 144, "Accounting for
   the Impairment or Disposal of Long-Lived Assets" (Statement
   144), which supersedes both SFAS No. 121, "Accounting for the
   Impairment of Long-Lived Assets and for Long-Lived Assets to
   Be Disposed Of" (Statement 121) and the accounting and
   reporting provisions of APB Opinion No. 30, "Reporting the
   Results of Operations - Reporting the Effects of Disposal of a
   Segment of a Business, and Extraordinary, Unusual and
   Infrequently Occurring Events and Transactions" (Opinion 30),
   for the disposal of a segment of a business (as previously
   defined in that Opinion).


   The Company is required to adopt Statement 144 no later than
   the fiscal year beginning after December 15, 2001.  Management
   does not expect the adoption of Statement 144 for long-lived
   assets held for use to have a material impact on the Company's
   consolidated financial statements.

                           F-27

<PAGE>

         INTAC INTERNATIONAL HOLDINGS LIMITED
  UNAUDITED COMBINED PRO FORMA STATEMENT OF OPERATIONS



Basis of Presentation

The following unaudited combined pro forma financial
statements give effect to the acquisition of Intac
International Holdings Limited (Formerly Glory Team Limited)
(INTAC) by Commodore Minerals, Inc.(Commodore) in a
transaction to be accounted for under the purchase method of
accounting as a reverse acquisition as if Intac had acquired
Commodore.

Under this method of accounting, the combined Company's
historical results for periods prior to the merger will be
those of INTAC.  On the date of the merger, the assets and
liabilities of Commodore will be recorded at their fair
value.  The following combined unaudited pro forma balance
sheet is based upon the individual balance sheets of
Commodore and INTAC and has been prepared to reflect the
acquisition of INTAC by Commodore, accounted for as a
reverse acquisition, as of September 30, 2001.  Such
unaudited combined pro forma information is based upon the
historical balance sheets of INTAC and Commodore as of that
date.  The unaudited combined pro forma statement of
operations gives effect to the merger of INTAC and Commodore
by combining the consolidated results of operations for the
period from January 3, 2001 (date of inception) through
September 30, 2001 for INTAC and the results of operations
for the period from January 3, 2001 through September 30,
2001 for Commodore.  The unaudited combined pro forma
statement of operations also includes the results of operations
for the period from January 3, 2001 through August 31, 2001
for New Tech Handels GmbH which was acquired by INTAC August
31, 2001 and thereafter became a wholly-owned subsidiary of
INTAC.  The pro forma results of operations show the results
as if all acquisitions had taken place on January 3, 2001.
These unaudited combined pro forma financial statements
should be read in conjunction with the historical
consolidated financial statements and notes thereto of Intac
International Holdings Limited and New Tech Handels GmbH
included elsewhere in this filing.

The combined Company unaudited pro forma consolidated
balance sheet and statement of operations do not purport
to represent what the financial position or results of
operations actually would have been if the mergers had
occurred as of such dates, or what such results will be
for future periods.

                            F-28

<PAGE>

<TABLE>
<CAPTION>

                             INTAC INTERNATIONAL HOLDINGS LIMITED
                          UNAUDITED COMBINED PRO FORMA BALANCE SHEET


                                     September 30, 2001

                                           ASSETS

                  Intac International   Commodore                           Pro forma
                    Holdings Limited   Minerals, Inc.   Adjustments          Combined
                 -------------------- ---------------- -------------     ---------------
<S>               <C>                   <C>            <C>                <C>
Current assets      $  596,502           $   9,247                        $    605,749

Equipment, net           5,339                   -                               5,339

Goodwill                59,115                   -       20,821,591(a)(b)   20,880,706
                    --------------       ------------   -------------     ------------
                    $  660,956           $   9,247      $20,821,591       $ 21,491,794
                    ==============       ============   =============     ============


       LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities $  790,168           $  10,838      $    150,000(b)   $    951,006
                    --------------       ------------   ------------      ------------

Stockholders' equity
  (deficit) Common
    stock                1,282              13,544             5,000 (a)        18,544
                                                              17,262 (a)
                                                             (18,544)(a)
   Additional paid
   in capital                -              69,456           (69,456)(a)    20,652,738
                                                          20,652,738 (a)
   Due from shareholder
     for ordinary
      shares            (1,282)                 -                               (1,282)
   Distributions to
     shareholders     (129,241)                 -                             (129,241)

   Accumulated deficit/
    other comprehensive
     income                 29            (84,591)            84,591 (a)            29
                     -------------      ------------    ------------      ------------
                      (129,212)           (1,591)         20,671,591        20,540,788
                     -------------      ------------    -----------       -------------

                     $ 660,956         $    9,247       $20,821,591       $ 21,491,794
                     =============      ============    ===========       =============

</TABLE>

See accompanying "Notes to Unaudited Combined Pro Forma Financial Statements"

                                    F-29


<PAGE>


<TABLE>
<CAPTION>

                                    INTAC INTERNATIONAL HOLDINGS LIMITED
                            UNAUDITED COMBINED PRO FORMA  STATEMENT OF OPERATIONS

                   For the period from January 3, 2001 (Inception) through September 30, 2001


                                For the period from January 3, 2001         New Tech
                                      to September 30, 2001               Handels GmbH                    Pro forma
                              ---------------------------------------   (January 3, 2001    ------------------------------------
                                Intac International     Commodore          through           Acquisition
                                  Holdings Limited     Minerals, Inc.   August 31, 2001)     Adjustments           Combined
                              ---------------------  ----------------  -------------------  ----------------   -----------------
<S>                           <C>                     <C>               <C>                  <C>                 <C>
Net sales                          $    12,356,703        $         -     $       756,037      $  (147,298) (c)    $  12,965,442
Cost of goods sold                     (11,788,057)                 -            (707,095)         147,298  (c)      (12,347,854)
                                  ----------------      --------------   -----------------  --------------     -----------------
          Gross profit                     568,646                  -              48,942                -               617,588
                                  ----------------      --------------   -----------------  --------------     -----------------
Selling, general and administrative
     expenses                             (194,247)            (70,066)          (122,922)          6,750   (d)         (515,485)
                                                                                                  (90,000)  (e)
                                                                                                  (45,000)  (f)
                                  ----------------       -------------    ---------------   -------------      -----------------
Operating income (loss)                    374,399             (70,066)           (73,980)       (128,250)               102,103

Other income (expenses):
   Interest expense                           (768)                  -            (13,716)              -                (14,484)
   Other income (expense)                      908                   -             12,180                                 13,088
                                  ----------------       -------------    ---------------   -------------      -----------------
          Total other income
           (expense)                           140                   -             (1,536)              -                 (1,396)
                                  ----------------       -------------    ---------------   --------------     -----------------

          Income (loss) before
           taxes                           374,539             (70,066)           (75,516)       (128,250)               100,707

Taxes on income                            (83,780)                  -                  -          28,600   (g)          (55,180)
                                  ----------------       -------------    ---------------   -------------      -----------------

          Net income (loss)       $        290,759       $      (70,066)   $      (75,516)   $    (99,650)         $      45,527
                                  ================       ==============    ==============    ============      =================
</TABLE>

  See accompanying "Notes to Unaudited Combined Pro Forma Financial Statements"

                                      F-30






<PAGE>

            INTAC INTERNATIONAL HOLDINGS LIMITED

  NOTES TO UNAUDITED COMBINED PRO FORMA FINANCIAL STATEMENTS


(a)  To record the acquisition of Intac International
Holdings Limited (INTAC) by Commodore Minerals, Inc.
(Commodore).  The acquisition will be accounted for as a
purchase business combination with INTAC treated as the
accounting acquirer.  In addition, the pro forma entries
adjust the historical capital structure of INTAC to the
capital structure of Commodore, the legal surviving corporation
in the merger.  The unaudited combined pro forma statement
of operations also includes the results of operations for
the period from January 3, 2001 through August 31, 2001 for
New Tech Handels GmbH which was acquired by INTAC August 31,
2001 and thereafter became a wholly-owned subsidiary of
INTAC.  This combined unaudited pro forma statement of
operations show the results of operations as if all
acquisitions had taken place on January 3, 2001

The unaudited combined pro forma balance sheet has been
prepared to reflect the acquisition of INTAC by Commodore
for consideration of $20,820,000 which is summarized as
follows:

     Fair Value of Common Shares      $20,300,000
     Cash Consideration                   370,000
     Direct Acquisition Costs             150,000
                                      -----------
                                      $20,820,000
                                      ===========

The Fair Value of Common Shares relates to 5,000,000 shares
of common stock of Commodore.  The shares of Commodore at
October 13, 2001 have been valued at $4.06 per share,
resulting in a value assigned to the shares of $20.3 million.
The $4.06 per share is based on the average share price for
the five day period with October 12, 2001 as the midpoint.
The value of the merger consideration was determined based
upon the market value of the Commodore stock because the
INTAC common stock is not publicly traded.  Cash consideration
relates to the amount initially paid by Mr. Zhou to acquire
the controlling interest in Commodore.  The following table
summarizes the allocation of the $20.8 million purchase price:

        Current Assets          $             9,247
        Current Liabilities                 (10,838)
        Goodwill                         20,821,591
                                       ------------
         Total purchase price   $        20,820,000
                                       ============


Because the merger was recorded after June 30, 2001, no
goodwill amortization is shown in the unaudited combined pro
forma statement of operations.  The purchase price allocation
and is preliminary.  Accordingly, the allocation of the
purchase price may differ from the final purchase price
allocation.

(b)  To accrue professional fees considered to be direct
     costs of the acquisition.

(c)  To eliminate product sales from New Tech to INTAC.

(d)  To eliminate management fee payments to the previous
     Chief Executive Officer of Commodore.

(e)  To record payments which would have been required to be
     made to the Chief Executive Officer of INTAC under an
     employment agreement.

(f)  To record payments which would have been made to the
     Vice President - Finance of INTAC under a consulting
     services agreement.

(g)  To record income tax effect of pro forma adjustments.

                          F-31