Filed Pursuant to Rule 424(b)(3)
File Number 333-131756
PROSPECTUS SUPPLEMENT NO. 2
Prospectus Supplement dated
March 15, 2006
to Prospectus declared
effective on February 22, 2006
(Registration No. 333-131756)
as supplemented by that Prospectus Supplement No. 1 dated March 6, 2006
IT&E INTERNATIONAL GROUP, INC.
This Prospectus Supplement No. 2 supplements our Prospectus dated February 22, 2006 and the Prospectus Supplement No. 1 dated March 6, 2006.
The shares that are the subject of the Prospectus have been registered to permit their resale to the public by the selling stockholders named in the Prospectus. We are not selling any shares of common stock in this offering and therefore will not receive any proceeds from this offering. You should read this Prospectus Supplement No. 2 together with the Prospectus and each prior Prospectus Supplement referenced above.
This Prospectus Supplement includes the attached Current Report on Form 8-K of IT&E International Group, Inc. filed on March 15, 2006 with the Securities and Exchange Commission.
Our common stock is traded on the Over-the-Counter Bulletin Board under the symbol “ITER.OB.”
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus Supplement is March 15, 2006
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) March 10, 2006
IT&E International Group, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-502095 | 20-4354185 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
| 505 Lomas Santa Fe Drive, Suite 200, Solana Beach, California | 92075 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code 858-366-0970
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers |
Effective as of March 10, 2006, Fred Sancilio was appointed unanimously by the sitting members of the registrant’s Board of Directors to become a Director of the registrant in order to fill the one (1) vacancy currently existing on the registrant’s Board of Directors.
Mr. Sancilio is a designee to the Board of the holders of a majority in interest of the Series D Preferred Stock. The registrant has not yet determined the committees, if any, to which Mr. Sancilio will be appointed.
SIGNATURES
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.
| IT&E International Group, Inc. | |
| By: /s/ Peter Sollenne | |
| Peter Sollenne | |
| Chief Executive Officer |
Dated: March 15, 2006