U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[x] Quarterly Report under Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 31, 2005.
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[ ] Transition Report under Section 13 or 15(d)of the Exchange Act For the
Transition Period from ________ to ___________
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Commission File Number: 000-50095
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IT&E International Group
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(Exact name of small business issuer as specified in its charter)
Nevada 77-0436157
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
505 Lomas Santa Fe Drive, Suite 200, Solana Beach CA 92075
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(Address of principal executive offices) (zip code)
Issuers telephone number: 858-366-0970
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Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the past 12
months (or such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS
Check whether the Registrant filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.
Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
Common Stock, $0.001 par value per share, 70,000,000 shares authorized,
19,083,330 issued and outstanding as of March 31, 2005. Preferred Stock,
$0.001 par value per share, 5,000,000 shares authorized, 2,820,000 issued
and outstanding as of March 31, 2005.
Traditional Small Business Disclosure Format (check one)
Yes [ ] No [X]
1
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements................................. 3
Balance Sheet (unaudited)............................ 4
Statements of Operations (unaudited)................. 5
Statements of Cash Flows (unaudited)................. 6
Notes to Financial Statements........................ 7-8
Item 2. Management's Discussion and Analysis of Plan
of Operation........................................ 9
Item 3. Controls and Procedures.............................. 15
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.................................... 16
Item 2. Changes in Securities and Use of Proceeds............ 16
Item 3. Defaults upon Senior Securities...................... 16
Item 4. Submission of Matters to a Vote
of Security Holders................................. 16
Item 5. Other Information..................................... 16
Item 6. Exhibits and Reports on Form 8-K...................... 16
Signatures...................................................... 17
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS
As prescribed by Item 310 of Regulation S-B, the independent auditor has
reviewed these unaudited interim financial statements of the registrant
for the three months ended March 31, 2005. The financial statements reflect
all adjustments which are, in the opinion of management, necessary to a
fair statement of the results for the interim period presented. The
unaudited financial statements of registrant for the three months ended
March 31, 2005, follow.
3
IT&E INTERNATIONAL GROUP
BALANCE SHEETS
BALANCE SHEETS
March 31,
2005 December 31,
(unaudited) 2004
----------- ------------
Assets
Current assets
Cash - unrestricted $ 824,304 $ 402,779
Cash - restricted 2,522,922 2,506,862
Accounts receivable, net of allowance for
doubtful accounts of $75,000 2,309,555 2,644,501
Unbilled revenue 335,853 133,398
Prepaid and other current assets 182,907 77,175
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Total current assets 6,175,541 5,764,715
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Fixed assets, net 308,586 313,435
Loan fees, net 734,863 807,144
Deposits 28,881 33,724
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$ 7,247,871 $ 6,919,018
=========== ===========
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable $ 469,718 $ 612,647
Accrued payroll and employee benefits 634,944 322,300
Current portion of capital lease obligations 3,164 3,089
Current portion of convertible note payable 916,663 666,667
Accrued interest and fees owed on note payable 326,881 -
Deferred rent 28,738 30,293
Other accrued liabilities 70,834 43,054
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Total current liabilities 2,450,942 1,678,050
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Long-term capital lease obligations,
less current portion 15,456 16,015
Long-term convertible note payable,
less current portion 4,083,337 4,333,333
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6,549,735 6,027,398
Stockholders' equity
Common stock, $0.001 par value,
70,000,000 shares authorized,
19,083,330 shares issued and outstanding 19,083 19,000
Preferred stock, Series C, $0.001 par value,
5,000,000 shares authorized, 2,820,000
issued and outstanding 2,820 2,820
Additional paid-in capital 925,137 862,720
Retained earnings (248,904) 7,080
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698,136 891,620
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$ 7,247,871 $ 6,919,018
========== ===========
The accompanying notes are an integral part of these financial statements.
4
IT&E INTERNATIONAL GROUP
STATEMENTS OF OPERATIONS
(Unaudited)
STATEMENTS OF OPERATIONS
For the three months ended
March 31,
-----------------------
2005 2004
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Service revenue $ 4,446,580 $ 3,145,018
Reimbursement revenue 98,346 60,662
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Total revenue 4,544,926 3,205,680
Cost of revenue 3,014,611 1,997,354
Reimburseable out-of-pocket expenses 98,346 60,662
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Gross profit 1,431,969 1,147,664
Operating Expenses:
General and administrative expenses 814,189 511,603
Sales and marketing expenses 230,682 256,047
Depreciation expense 17,148 4,968
Officer salaries 185,462 98,752
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Total operating expenses 1,247,481 871,370
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Net operating income 184,488 276,294
Other income (expense):
Interest income 16,060 -
Interest expense (100,339) (21,686)
Loan fee amortization (72,281) -
Fees on long-term debt (221,412) -
Non-cash financing costs (62,500) -
Other income (expense) - 14,490
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Total other income (expense) (440,472) (7,196)
Income (loss) before provision for income taxes (255,984) 269,098
Provision for state income taxes - -
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Net income (loss) $ (255,984) $ 269,098
============ ============
Weighted average number of
common shares outstanding 19,022,221 11,000,000
============ ============
Net income per share - basic and fully diluted $ (0.01) $ 0.02
============ ============
The accompanying notes are an integral part of these financial statements.
5
IT&E INTERNATIONAL GROUP
STATEMENTS OF CASH FLOW
(Unaudited)
STATEMENTS OF CASH FLOWS
For the three months ended
March 31,
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2005 2004
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Cash flows from operating activities
Net income (loss) $ (255,984) $ 269,098
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation expense 17,148 4,968
Amortization of loan fees 72,281 -
Deferred rent (1,555) -
Stock issued for financing costs 62,500 -
Changes in assets and liabilities:
Accounts receivable 334,946 (541,883)
Unbilled revenue (202,455) -
Prepaid and other current assets (105,732) -
Accounts payable (142,929) 237,541
Accrued payroll and employee benefits 312,644 78,540
Accrued interest and fees owed on a note payable 326,881 -
Other current liabilities 27,780 12,490
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Net cash provided by operating activities 445,525 60,754
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Cash flows from investing activities
Purchase of fixed assets,
including internal-use software (12,299) (156,576)
Deposits 4,843 (1,450)
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Net cash (used) by investing activities (7,456) (1,450)
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Cash flows from financing activities
Proceeds from line of credit, net - 143,000
Payments on capital lease obligations (484) -
Distributions to shareholders - (3,700)
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Net cash provided(used)by financing activities (484) 139,300
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Net increase in cash and cash equivalents 437,585 42,028
Cash and cash equivalents, beginning of period 2,909,641 173,236
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Cash and cash equivalents, end of period $ 3,347,226 $ 215,264
=========== ============
Supplemental disclosures:
Interest paid $ 32,222 $ -
=========== ===========
Income taxes paid $ - $ -
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The accompanying notes are an integral part of these financial statements.
6
IT&E INTERNATIONAL GROUP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. NATURE OF BUSINESS
In this discussion, the terms "Company", "we", "us", and "our", refer to IT&E
International Group and subsidiaries, except where it is made clear otherwise.
We are a life sciences service organization focused on providing our clients
with project-based consulting services in the areas of FDA regulatory
compliance, data management, biometrics and clinical validation throughout the
clinical trials lifecycle. Our services range from recruitment of patients for
clinical trials and providing skilled personnel to assist with managing
clinical trials, to providing enterprise software solutions and training to
manage data to ensure FDA compliance. We also provide validation services for
new pharmaceutical manufacturing facilities. We serve a variety of clients,
including those in the private industry, public institutions, research
facilities and the government.
We were incorporated in the State of Nevada in 2002 as Clinical Trials
Assistance Corporation. In April 2004, we merged with IT&E International, Inc.
and changed our name to IT&E International Group.
2. BASIS OF PRESENTATION
The consolidated interim financial statements included herein, presented in
accordance with United States generally accepted accounting principles and
stated in US dollars, have been prepared by us, without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although we
believe that the disclosures are adequate to make the information presented not
misleading.
These statements reflect all adjustments, consisting of normal recurring
adjustments, which, in the opinion of management, are necessary for fair
presentation of the information contained therein. It is suggested that these
consolidated interim financial statements be read in conjunction with our
consolidated financial statements for the year ended December 31, 2004 and the
notes thereto. We have followed the same accounting policies in the
preparation of these consolidated interim reports.
Results of operations for the interim periods are not indicative of annual
results. Certain amounts in the 2004 financial statements have been
reclassified to conform to the presentation of the 2005 financial statements.
7
IT&E INTERNATIONAL GROUP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. FIXED ASSETS
During the quarter ended March 31, 2005, we had $12,299 of fixed asset
additions.
Depreciation expense totaled $17,148 and $4,968 for the three months ended
March 31, 2005 and 2004, respectively.
4. CONVERTIBLE DEBT
We have outstanding a $5,000,000 secured convertible term note to Laurus Master
Fund, Ltd ("Laurus"). $2.5 million of these funds were placed into a
restricted cash account is under the sole dominion and control of Laurus as
security for our obligations. During the quarter, as a result of not meeting
the requirement of causing the registration statement covering the shares of
our common stock into which the principal and interest under the Note are
convertible to become effective, we have incurred fees of approximately
$221,000. During April 2005, Laurus released $500,000 of the restricted funds
to pay these fees, along with the accrued interest owed on those funds. The
remaining $267,000 will be used for general operating procedures. The minimum
monthly principal repayment of $100,000 began on May 1, 2005 and will continue
through the October 18, 2007 maturity date.
We recorded interest expense of approximately $100,000 for the three months
ended March 31, 2005 related to this convertible note, and approximately
$22,000 for the three months ended March 31, 2004 related to a bank line of
credit that was paid off with the proceeds of the Laurus note.
5. STOCKHOLDER'S EQUITY
During March 2005, 83,330 shares of common stock were issued to SBI USA as
payment for investment banking consulting services valued at $62,500.
8
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The information discussed below is derived from the Financial Statements
included in this Form 10-QSB for the three months ended March 31, 2005, and
should be read in conjunction therewith. Our results of operations for a
particular quarter may not be indicative of results expected during subsequent
quarters or for the entire year.
Company Overview
----------------
We are a life sciences service organization focused on providing our clients
with project-based consulting services in the areas of FDA regulatory
compliance, data management, biometrics and clinical validation throughout the
clinical trials lifecycle. Our services range from recruitment of patients for
clinical trials and providing skilled personnel to assist with managing
clinical trials, to providing enterprise software solutions and training to
manage data to ensure FDA compliance. We also provide validation services for
new pharmaceutical manufacturing facilities. We serve a variety of clients,
including those in the private industry, public institutions, research
facilities and the government. We are managed in one reportable segment.
Our contracts are primarily time and materials contracts that recognize revenue
as hours are worked based on the hourly billing rates for each contract.
We incur out-of-pocket costs in excess of contract amounts. These out-of-pocket
costs are generally reimbursable by our customers. We include out-of-pocket
costs as reimbursement revenues and reimbursable out-of-pocket expenses in the
Statements of Operations.
Cost of revenue consists of compensation and related fringe benefits for our
project-related staff, as well as for externally contracted personnel. Sales
and marketing expenses consist of compensation and related fringe benefits for
sales and marketing personnel, along with their out-of-pocket costs, as well
other costs such as advertising and trade shows. General and administrative
expenses consist of compensation and related fringe benefits for administrative
personnel, outside professional costs, facility costs and other costs.
Our industry continues to be dependent on the research and development efforts
of pharmaceutical and biotechnology companies as major customers, and we
believe this dependence will continue. The loss of business from any of our
major customers could have a material adverse effect on us.
9
Our client list includes such well-known pharmaceuticals and biotechnology
companies as Eli Lilly, Novartis, Chiron, Pfizer, Bristol-Myers Squibb, Glaxo
Smith Kline, Abbott, Schering-Plough, Amgen, Baxter, Aventis Pasteur, Wyeth,
Vaxgen, Boston Scientific and Genentech. We are in the process of seeking
other businesses to acquire so that we can expand our operations. The analysis
of new business opportunities and evaluation of new business strategies will be
undertaken by or under the supervision of our Board of Directors. In analyzing
prospective acquisition opportunities, management will consider, to the extent
applicable, the available technical, financial and managerial resources of any
given business venture. We will also consider the nature of present and
expected competition; potential advances in research and development or
exploration; the potential for growth and expansion; the likelihood of
sustaining a profit within given time frames; the perceived public recognition
or acceptance of products, services, trade or service marks; name
identification; and other relevant factors.
We will analyze all relevant factors and make a determination based
on a composite of available information, without reliance on any single
factor. The period within which we will decide to participate in a
given business venture cannot be predicted and will depend on certain
factors, including the time involved in identifying businesses, the time
required for us to complete our analysis of such businesses, the
time required to prepare appropriate documentation and other circumstances.
Though the overall outlook for our continued financial growth remains very
positive as our pipeline for new customers remains solid, our results of
operations are subject to volatility due to a variety of factors. The
cancellation or delay of contracts and cost overruns could have short-term
adverse affects on the financial statements. Fluctuations in the ability to
maintain large customer contracts or to enter into new contracts could hinder
our long-term growth. In addition, our aggregate backlog, consisting of
signed contracts and letters of intent, is not necessarily a meaningful
indicator of future results. Accordingly, no assurance can be given that we
will be able to realize the service revenues included in our backlog.
We will continue to move ahead on the execution of our strategic plans to raise
additional capital to be used to make further strategic acquisitions in the
coming quarters, positioning IT&E for a leadership position in our industry.
10
Results of Operations
---------------------
Service Revenues
Service revenues for the first quarter ended March 31, 2005, were $4.4 million,
an increase of 41.4% from the same quarter last year of $3.2 million. This is
the second consecutive quarter that we have achieved same quarter revenue growth
in excess of 40%. Service revenue for this quarter also represents an increase
of 10.3% from the $4 million service revenue earned during the fourth quarter of
2004. This increase in revenue is a result in our change in sales strategy to
target major pharmaceutical and biotechnology customers. We also expanded our
services to clients supporting the U.S. Government's Bio Defense initiatives by
assisting companies that are producing needed vaccines for anti-terrorism
measures. In addition, we have secured renewals and extensions of major
initiatives within existing clients, such as Schering-Plough, Pfizer, Novartis,
GlaxoSmithKline, Baxter Pharmaceutical, Aventis Pasteur, Bayer, Wyeth Global,
Genentech, Chiron, Amgen, Boston Scientifc and VaxGen.
Reimbursement Revenues
Reimbursable out-of-pocket revenues fluctuate from period to period, primarily
due to the level of service activity in a particular period. Reimbursement
revenues increased 62% to $98,000 in the first quarter of 2005 from $61,000 in
the same quarter of 2004.
Operating Expenses
Cost of revenues increased approximately $1.0 million, or 51%, to $3.0 million
in the first quarter of 2005 from $2.0 million during the first quarter of 2004.
Gross profit as a percentage of service revenues were 32.2% for the first
quarter of 2005 as compared to 36.5% during the same period in 2004. During the
quarter we earned lower margins than in 2004 as a result of servicing contracts
in which we initially took lower margins to secure selected new business. We
are working to improve these margins by way of controlling the cost of providing
our contractors to the customer.
General and administrative expenses increased by approximately $303,000, or 59%,
to $814,000 during the first quarter of 2005 as compared to $512,000 during the
first quarter of 2004. This increase is primarily the result of increased costs
associated with being a public company that we did not have in 2004, as well as
costs incurred to add depth to our management team, and for outside consultants
to assist us with our merger and acquisition strategy. We expect these costs to
continue during the second quarter and throughout 2005 as we continue to grow as
a public entity and move ahead with our strategy of seeking follow-on investors
to support our acquisition strategy.
Sales and marketing expenses decreased by $25,000, or 10%, to $231,000 in the
first quarter of 2005 from $256,000 during the first quarter of 2004.
11
Depreciation and amortization expense increased to $17,000 in 2005 from $5,000
in 2004. The increase is due to our beginning to depreciate our developed
internal-use software during the first quarter of 2005.
Officer salaries increased to $185,000 in 2005 from $99,000 in 2005, an increase
of 87%. During 2004, the cash situation was such that the officers did not pay
themselves on a regular basis in order to pay other company commitments.
Other Income (Expense)
We did not earn any interest income during the first quarter of 2004 due to our
cash situation. Interest income began to be earned when the $5 million
convertible note with Laurus Master Fund, Ltd ("Laurus") occurred in October
2004.
Interest expense increased to approximately $100,000 during the first quarter
of 2005 from $22,000 during the same period of 2004. This increase is the
result of moving from a $1.5 million bank line of credit to the $5 million
convertible note with Laurus.
Loan fee amortization was approximately $72,000 for the first quarter of 2005.
The loan fee costs were incurred related to the $5 million convertible note
with Laurus.
During the first quarter of 2005, we incurred fees to Laurus as a result of
not meeting the requirement of causing the registration statement covering
the shares of our common stock into which the principal and interest under the
note are convertible to become effective. During April 2005, Laurus released
$500,000 of the restricted funds to pay these fees, along with the accrued
interest on those funds. In addition, the requirement to have the registration
statement become effective was extended to June 15, 2005 before any additional
fees are incurred.
During the first quarter of 2005, we issued 83,330 shares of our common stock
to SBI USA as payment for investment banking consulting services valued at
$62,500.
Liquidity and Capital Resources
-------------------------------
Cash and cash equivalents increased by approximately $438,000 for the three
months ended March 31, 2005. At March 31, 2005, cash and cash equivalents
amounted to approximately $3.3 million, of which approximately $2.5 million
was restricted.
Accounts receivable at March 31, 2005 was $2.3 million, net of an allowance
for doubtful accounts of $75,000, as compared to accounts receivable at December
31, 2004 of $2.6 million, net of an allowance for doubtful accounts of $75,000.
The decrease was due primarily to increased activity in bringing our accounts
receivable more current. We review our outstanding receivables on a
monthly basis to determine collectibility, and we believe that maintaining our
allowance at $75,000 is proper due the number of well-established customers
that we are servicing.
12
Unbilled revenues are receivables recognized as revenue for which invoices have
not been sent to customers. At March 31, 2005, unbilled revenues were
approximately $336,000.
10
Need for Additional Funding
---------------------------
With our current contract backlog and sales pipeline of in excess of $20.0
million, and our current cash and accounts receivables balance, we believe
that we have adequate resources to fund our operations through 2005. There
can be no assurance that market conditions will permit us to raise sufficient
funds for strategic acquisitions or that additional financing will be
available when needed or on terms acceptable to us.
Total Current Assets at March 31, 2005 were approximately $6.2 million as
compared to approximately $5.8 million as of December 31, 2004.
Total Current Liabilities at March 31, 2005 were approximately $2.4 million as
compared to approximately $1.7 million at December 31, 2004. This increase is
primarily the result of an increase in accrued payroll and employee benefits,
an increase in the current portion owed on the note payable to Laurus since
principal payments begin on May 1, 2005, and an increase in accrued interest
and fees owed on the note to Laurus.
Total Liabilities at March 31, 2005 were approximately $6.5 million as compared
to $6.0 million at December 31, 2004. Of the amount due at March 31, 2005,
approximately $5.3 million was due to Laurus.
We anticipate that our cash requirements will continue to increase as we
continue to expend substantial resources to build our infrastructure, develop
our business plan and expand our sales and marketing network operations,
customer support and administrative organizations. We currently anticipate
that our available cash resources and cash generated from operations will be
sufficient to meet our presently anticipated working capital and capital
expenditure requirements for the next twelve months. If we are unable to
maintain profitability, or seek further expansion, additional funding will
become necessary. No assurances can be given that either equity or debt
financing will be available.
Employees
---------
At March 31, 2005, IT&E employed 90 employees. These employees represent the
following employment mix for the company: 10% administration, 7% recruiting,
6% sales, and 77% contract service providers. Additionally, we utilize the
services of approximately 30 outside consultants who work as independent
contractors.
13
Market For Company's Common Stock
(i) Market Information
----------------------
Our common stock is traded on the OTC Bulletin Board under the symbol "ITER."
There has been limited trading activity in the common stock. There are no
assurances trading activity will take place in the future for our common
stock.
We did not repurchase any of our shares during the first quarter of 2005.
(ii) Dividends
--------------
Holders of common stock are entitled to receive such dividends as the board
of directors may from time to time declare out of funds legally available for
the payment of dividends. No dividends have been paid on our common stock, and
we do not anticipate paying any dividends on our common stock in the
foreseeable future.
Forward-Looking Statements
--------------------------
This Form 10-QSB includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended. All statements, other than
statements of historical facts, included or incorporated by reference in this
Form 10-QSB which address activities, events or developments which we
expect or anticipate will or may occur in the future, including such things
as future capital expenditures (including the amount and nature thereof),
finding suitable merger or acquisition candidates, expansion and growth of
our business and operations, and other such matters are forward-looking
statements. These statements are based on certain assumptions and analyses
made by us in light of our experience and our perception of historical trends,
current conditions and expected future developments, as well as other factors
we believe are appropriate in the circumstances.
However, whether actual results or developments will conform with our
expectations and predictions is subject to a number of risks and uncertainties,
general economic market and business conditions; the business opportunities
(or lack thereof) that may be presented to and pursued by us; changes in laws
or regulation; and other factors, most of which are beyond our control.
14
This Form10-QSB contains statements that constitute "forward-looking
statements." These forward-looking statements can be identified by the use of
predictive, future-tense or forward-looking terminology, such as "believes,"
"anticipates," "expects," "estimates," "plans," "may," "will," or similar
terms. These statements appear in a number of places in this Registration and
include statements regarding the intent, belief or current expectations of
the Company, our directors or our officers with respect to, among other
things: (i) trends affecting our financial condition or results of
operations for our limited history; (ii) our business and growth
strategies; and, (iii) our financing plans. Investors are cautioned
that any such forward-looking statements are not guarantees of future
performance and involve significant risks and uncertainties, and that actual
results may differ materially from those projected in the forward-looking
statements as a result of various factors. Factors that could adversely
affect actual results and performance include, among others, our limited
operating history, potential fluctuations in quarterly operating results and
expenses, government regulation, technological change and competition.
Consequently, all of the forward-looking statements made in this Form 10-QSB
are qualified by these cautionary statements and there can be no assurance
that the actual results or developments anticipated by us will be realized or,
even if substantially realized, that they will have the expected consequence
to or effects on the Company or our business or operations. We assume no
obligations to update any such forward-looking statements.
Item 3. Controls and Procedures
As of the end of the period covered by this report, we Company conducted an
evaluation, under the supervision and with the participation of the principal
executive officer and principal financial officer, of our disclosure controls
and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934 (the "Exchange Act")). Based on this
evaluation, the principal executive officer and principal financial officer
concluded that our disclosure controls and procedures are effective to ensure
that information required to be disclosed by us in reports that we file or
submit under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in Securities and Exchange Commission rules
and forms. There was no change in our internal control over financial
reporting during our most recently completed fiscal quarter that has
materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
15
PART II OTHER INFORMATION
ITEM 1. Legal Proceedings
We are not a party to any legal proceedings.
ITEM 2. Changes in Securities and Use of Proceeds
During the first Quarter ending March 31, 2005, the Registrant issued 83,330
restricted common shares to SBI, USA as fees for investment banking
consulting services. The restricted shares will not be registered under the
Securities Act of 1933, as amended (the "Act") and will be issued in the
reliance upon the exemption from registration provided by section 4(2) of the
Act, on the basis that the issuance of these shares do not involve a public
offering.
ITEM 3. Defaults upon Senior Securities
None.
ITEM 4. Submission of Matters to a Vote of Security Holders
During the quarter ended, no matters were submitted to our
security holders.
ITEM 5. Other Information
None.
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit
Number Title of Document
-----------------------------------------------
31.1 Certifications of the Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
31.2 Certifications of the Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
32.1 Certifications of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350 as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002
32.2 Certifications of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350 as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002
(b) Reports on Form 8-K, during the Quarter ended March 31, 2005.
We did not file any Current Reports during the Quarter ended March 31, 2005.
16
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
IT&E International Group
------------------------
(Registrant)
Dated: May 13, 2005 By: /s/ Peter R. Sollenne
------------ ---------------------------------
Peter R. Sollenne
Chief Executive Officer
Director
Dated: May 13, 2005 By: /s/ Kelly Alberts
------------ ---------------------------------
Kelly Alberts
President/COO
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
IT&E International Group
Dated: May 13, 2005 By: /s/ Peter R. Sollenne
------------ ---------------------------------
Peter R. Sollenne
Chief Executive Officer
Director
Dated: May 13, 2005 By: /s/ Kelly Alberts
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Kelly Alberts
President/COO
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