Filed Pursuant to Rule
424(b)(3)
File Number 333-131756
PROSPECTUS SUPPLEMENT NO. 11
Prospectus Supplement
dated September 5, 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,
that Prospectus Supplement No. 2 dated March 15, 2006,
that Prospectus Supplement No.
3 dated April 13, 2006,
that Prospectus Supplement No. 4 dated April 14, 2006,
that
Prospectus Supplement No. 5 dated May 2, 2006,
that Prospectus Supplement No. 6 dated May
11, 2006,
that Prospectus Supplement No. 7 dated May 15, 2006,
that Prospectus Supplement
No. 8 dated July 7, 2006,
that Prospectus Supplement No. 9 dated August 4, 2006 and
that
Prospectus Supplement No. 10 dated August 14, 2006
IT&E INTERNATIONAL GROUP, INC.
This Prospectus Supplement No. 11 supplements our Prospectus dated February 22, 2006, the Prospectus Supplement No. 1 dated March 6, 2006, the Prospectus Supplement No. 2 dated March 15, 2006, the Prospectus Supplement No. 3 dated April 13, 2006, the Prospectus Supplement No. 4 dated April 14, 2006, the Prospectus Supplement No. 5 dated May 2, 2006, the Prospectus Supplement No. 6 dated May 11, 2006, the Prospectus Supplement No. 7 dated May 15, 2006, the Prospectus Supplement No. 8 dated July 7, 2006, the Prospectus Supplement No. 9 dated August 4, 2006, and the Prospectus Supplement No. 10 dated August 14, 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. 11 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 September 5, 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 September 5, 2006
Date of Report (Date of earliest event reported) August 29, 2006
| IT&E International Group, Inc. |
| (Exact name of registrant as specified in its charter) |
| Delaware |
000-50095 |
20-4354185 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
| 4 California Avenue, Framingham, Massachusetts |
01701 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code 508-416-2600
| (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):
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
On August 29, 2006, holders of warrants to purchase our common stock, who acquired such warrants in connection with the private placement of our senior secured convertible promissory notes, exercised warrants to purchase a total of 112,499,947 shares of our common stock in a cashless exercise that resulted in the issuance of an aggregate of, 53,289,450 shares of our common stock to such investors.
The offers and sales of these securities were deemed to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on Section 4(2) of the Securities Act and/or Regulation D promulgated thereunder as transactions by the registrant not involving a public offering. The recipients of the securities in each such transaction represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to share certificates issued in such transactions. All recipients had adequate access to information about the registrant.
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/ Dr. Philip T. Lavin | |
| Dr. Philip T. Lavin | |
| Chief Executive Officer |
Dated: September 5, 2006