SecProbe.io

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Mail Stop 3561

December 22, 2005

Daniel M. O`Donnell, President
  and Chief Executive Officer
InterSearch Group, Inc.
222 Kearny Street, Suite 550
San Francisco, CA 94018

      Re:	InterSearch Group, Inc.
		Registration Statement on Form SB-2
      Filed November 23, 2005
		File No. 333-129937

Dear Mr. O`Donnell:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Facing Page
1. On the facing page, please add a sentence indicating that your
shares of common stock are being offered on a delayed or
continuous
basis pursuant to Rule 415.  See interpretation D.36 of the Manual
of
Publicly Available Telephone Interpretations (July 1997) and Form
S-1
to review the disclosure that you should include.

Prospectus Cover Page
2. Please remove the reference to the trading price of your common
stock from the cover page because your common stock trades in the
Pink Sheets.  Item 501(a)(4) of Regulation S-B requires disclosure
of
information regarding any national securities exchange or the
Nasdaq
Stock Market and not information regarding trading in the Pink
Sheets.

Prospectus Summary, page 1
3. The summary is intended to provide a brief overview of the key
aspects of the offering.  Your summary is too long and repeats
much
of the information fully discussed in your business section.  For
example, you should remove the "Industry Overview" and "Our
Strategy"
sections from the summary since they also appear in the business
section.  The summary is only intended to provide a brief snapshot
of
the offering.  See Instruction to Item 503(a) of Regulation S-B.
4. Please delete the multiple references throughout the document
to
the consulting services that you provide to a variety of Fortune
500
companies.  Where you discuss these companies, please disclose the
number of these companies for whom you provide services, and
quantify
the percentage of your revenues represented by consulting
services.
You should clarify that Legent Clearing LLC is a related party.
5. Please explain the nature of the services offered on your
www.irs.com website, and the manner in which online users
typically
locate this website.

Summary Financial Data, page 5
6. Please revise your summary table on page 6 to reflect pro forma
income taxes and earnings per share (EPS) as if you were a C-Corp
for
all periods presented.  Your discussion of results of operations
in
other sections of your filing should be similarly revised for
consistency.  We note that you provide the pro forma income tax
and
EPS disclosures in your audited financial statements.

Risk Factors, page 7
7. In your risk factor section please consider disclosure about
your
relationship with Yahoo!.  It appears that a Yahoo! subsidiary is
one
of your primary advertising network partners, but that Yahoo! is
also
one of your principal competitors.
8. Please prominently discuss the risk of not being able to
complete
the DotCom acquisition among the first several risk factors in the
document, and disclose the amount of assets and revenues
attributable
to that acquisition.

Two of our advertising network partners have provided..., page 8
9. Please disclose the duration of the agreements that you have
with
Ask Jeeves and the Yahoo! Subsidiary.  Please file these
agreements
as exhibits to the registration statement.  See Item 601(b)(10) of
Regulation S-B.

If we do not maintain and grow a critical mass..., page 9
10. Please discuss the nature of your relationship with your
advertising and distribution partners.  Please clarify whether you
have entered into any partnership agreements with any of these
entities.

We may need additional funding to meet our obligations..., page 9
11. Your risk factor heading indicates that you "may" need
additional
funding to meet obligations; however, the paragraph describing the
risk indicates that you will require additional funding.  Please
reconcile to indicate whether you will definitely require funding
or
whether there is a remote chance that additional funding would be
required.

We rely on third party technology..., page 11
12. Please consider indicating whether your server and hardware
providers have backup plans in case of failures.

New rules, including those contained in and issued under the
Sarbanes-Oxley..., page 15
13. Your risk factors should detail risks that are unique to you
or
unique to your industry.  The risk that you discuss in this
section
does not seem to be risk that would be considered unique to you.
Please revise or remove.  Please also consider this comment for
the
risk factor labeled "If we fail to maintain an effective system of
internal controls..."

If the ownership of our common stock..., page 19
14. This particular risk factor indicates that officers, directors
and their affiliates beneficially owned 51% of the outstanding
shares
of common stock.  In the risk factor entitled "Future sales of
shares
of our common stock..." on page 20, you indicate that 22,684,700
of
the 25,191,157 shares outstanding are held by officers, directors
and
other affiliates.  Your risk factor on page 20 would seem to
indicate
that officers, directors and other affiliates hold 90% of the
outstanding securities instead of 51%.  Please reconcile.

Use of Proceeds, page 21
15. Please disclose the amount of proceeds you would raise if the
warrants were exercised.

Management`s Discussion and Analysis, page 24

Overview, page 24
16. Please revise your overview section to provide a balanced,
executive level discussion of the most important matters on which
your management focuses in evaluating financial condition and
operating performance.  Consider including disclosure of key
operating indicators on which management focuses in assessing the
business.  For example, to the extent management analyzes the
following data, you should consider disclosing the number of click
throughs, the amount of the click-through fees, and the amount of
fees you receive for searches.  See Item 303 of Regulation S-B and
SEC Release No. 33-8350.

Liquidity and Capital Resources, page 34
17. Please indicate the identity of the finder for the DotCom
Corporation acquisition and how the finder`s fee will be paid.
18. In the second to last paragraph on page 34, you indicate that
you
should have sufficient cash, cash equivalents, short-term
investments
and cash from operations to fund your anticipated levels of
operations through the next twelve months "Except as described
above."  Please remove the qualification from your analysis and
make
a determination about your ability to fund anticipated levels of
operations through the next year in light of all anticipated
expenditures.  We also note that certain of the payments for the
DotCom acquisition appear to be required pursuant to a settlement
agreement contained in Exhibit 10.13.  Please fully describe the
litigation and settlement of this case.
19. Please revise your disclosures to clarify how you plan to
satisfy
all of your obligations and fund your anticipated levels of
operations for the next 12 months.  In this regard, your
discussion
should also include how you plan to pay the finder`s fee in
connection with the DotCom acquisition and repurchase of the
escrow
shares.

Audit Committee, page 48
20. Please tell us whether you have a financial expert on the
audit
committee.  See Item 401(e) of Regulation S-B.

Executive Compensation, page 48
21. Please provide the disclosure required by Item 402(c) and (d)
of
Regulation S-B.

Certain Relationships and Related Transactions, page 54
22. Please disclose whether each of these transactions is on terms
comparable to those you could have obtained from an unaffiliated
third party.
23. With respect to the disclosure in the fourth paragraph, please
advise us of the amounts of the loans that are currently
outstanding.

Registering Shareholders, page 57
24. Please label this section as "Selling Shareholders."
25. Please identify all selling shareholders who are registered
broker-dealers or affiliates of broker dealers.  Additionally,
tell
us if the broker-dealer received the securities as underwriting
compensation.  Please note that a registration statement
registering
the resale of shares being offered by broker-dealers must identify
the broker dealers as underwriters if the shares were not issued
as
underwriting compensation.
26. If the selling shareholder is an affiliate of a broker-dealer,
disclose, if true, that:

* The seller purchased in the ordinary course of business, and
* At the time of the purchase of the securities to be resold, the
seller had no agreements or understandings, directly or
indirectly,
with any person to distribute the securities.

If these statements are not true for the selling shareholder, then
the prospectus must state that the selling shareholder is an
underwriter.
27. Please identify Barron Partners and any of your affiliates
that
are selling shareholders as underwriters or provide us with your
analysis as to why they should not be identified as underwriters.
We
note that Barron recently acquired the shares that you are
registering on its behalf and that the shares being offered
represent
a substantial amount of the shares outstanding.
28. We note that some of the selling stockholders are non-natural
persons.  Please disclose the natural persons who exercise sole or
shared voting or investment power over the entity.  See Telephone
Interpretation 4S in the Regulation S-K section of the March 1999
Telephone Interpretation Manual.  If any of the entities listed
are
public entities, majority-owned subsidiaries of public entities or
registered investment companies, please disclose this by way of
footnote.

Description of Securities, page 58
General
29. Please do not refer to state statute, your articles or bylaws
in
this section or qualify by the entirety.  Instead, explain the
salient points of the securities as required.
30. The statement that all shares of common stock are or will be
"fully paid and non-assessable" is a legal conclusion that you are
not qualified to make.  Please attribute this statement to counsel
and file counsel`s consent to be named in this section, or delete
it.

Plan of Distribution, page 62
31. Please disclose that there will be no short sales of common
stock
using shares to be registered on this registration statement prior
to
effectiveness of the registration statement.

Financial Statements

General
32. We note on page 40 that you acquired relationships with direct
advertisers, such as H&R Block and Intuit, for listings on the
www.irs.com website property.  Tell us what consideration you gave
to
SFAS 142 in accounting for such relationships.

Independent Auditors` Reports
33. Please amend your filing to include revised auditors` reports,
which refer to "the standards of the Public Company Accounting
Oversight Board (United States)," instead of "the auditing
standards
of ...."  See paragraph B2 of PCAOB Auditing Standard No. 1.

Consolidated Statements of Operations, page F-3
34. Please revise to provide a reconciliation of earnings per
basic
and diluted share on either the face of the statements of
operations,
or in a footnote.  See paragraph 40 of SFAS 128.

Note 2.  Merger and Acquisitions, page F-11
35. Please explain the nature of the "specifically identifiable
intangible assets" acquired, as disclosed on page F-12. Tell us
the
useful lives of each type of asset acquired and how you determined
that it was appropriate to group the acquired assets for
amortization
purposes.  Please tell us the appraisal value assigned to each
identifiable intangible you acquired.

Note 8.  Stock Compensation and Warrants, page F-16
36. Please tell us what consideration you gave to reflecting the
warrants to purchase common shares purchased by Barron Partners as
a
mark-to-market derivative liability in accordance with EITF 00-19
and
SFAS 133.  In particular, help us understand your evaluation of
the
literature with respect to the registration rights agreement,
which
requires that you achieve an effective registration statement and
that effectiveness be maintained for a minimum period of time.
Since
neither of these two conditions is within your control, EITF 00-19
would presume settlement in unregistered shares, which would
trigger
liquidated damages.  Although the registration rights agreement
states that the liquidated damages are not a penalty, since the
damages may extend up to two years at a 20% per annum rate it
appears
to us that the potential damages would be too significant to be
considered compensation for the fair value differential between
registered and unregistered shares.  In substance, the liquidated
damages clause represents a penalty clause.  Please provide a
detailed response, which addresses our concerns, and includes
reference to specific literature supporting your accounting.

Part II

Item 26. Recent Sales of Unregistered Securities, page II-2
37. Please indicate whether one of the transactions listed was for
the DotCom acquisition.
38. Please tell us the expense recognized, if any, in connection
with
issuances of securities at a price below the proposed offering
price
within the 12 months preceding the date of your filing.

Exhibits
39. Please file all exhibits, including your legal opinion, as
soon
as practicable so that we may have time to review them before you
request effectiveness of your registration statement.

Item 28. Undertakings, page II-5
40. Please revise your undertakings section to include all of the
required undertakings.  You should include the undertakings
required
by Item 512(a), (e) and (g) of Regulation S-B.

* * * * *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuan