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) 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)) |
Item 3.02 Unregistered
Sales of Equity Securities.
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.
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/ Dr. Philip T. Lavin |
|
Dr. Philip T. Lavin |
|
Chief Executive Officer |
Dated: September 5, 2006