As filed with the Securities and Exchange Commission on July 15, 2005
                                                     Registration No. 333-123568


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                             -----------------------

                                Amendment No 2 to
                                    FORM SB-2

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             -----------------------

                          IT&E INTERNATIONAL GROUP
                 ----------------------------------------------
                 (Name of Small Business Issuer in Its Charter)

          Nevada                         8731                   77-0436157
-------------------------------   ------------------------   ----------------
(State or Other Jurisdiction of   (North American Industry   (I.R.S. Employer
Incorporation or Organization)   Classification System Code) Identification
No.)

                      505 Lomas Santa Fe Drive, Suite 200
                        Solana Beach, California 92075
                                (858) 366-0970
  ---------------------------------------------------------------------------
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                               PETER R. SOLLENNE
                            Chief Executive Officer
                           IT&E INTERNATIONAL GROUP
                      505 Lomas Santa Fe Drive, Suite 200
                        Solana Beach, California 92075
                                (858) 366-0970
           ---------------------------------------------------------
           (Name, address, including zip code, and telephone number,
            including area code, of agent for service)

                                  Copies to:
                                  ----------

                                 Adam C. Lenain
                              Foley & Lardner LLP
                          402 W. Broadway, Suite 2300
                          San Diego, California 92101
                             Phone: (619) 685-4604
                              Fax: (619) 234-3510
                             -----------------------

 As soon as practicable after the effective date of this registration statement
                (Approximate Date of Proposed Sale to the Public)

      If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. |X|




      If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|

      If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|

      If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|

      If delivery of the prospectus is expected to be made pursuant to Rule
434, check the following box. |_|





                        CALCULATION OF REGISTRATION FEE
============================================================================
TITLE OF EACH                                   PROPOSED
CLASS OF                            PROPOSED    MAXIMUM
SECURITIES           AMOUNT         OFFERING    AGGREGATE      AMOUNT OF
TO BE                TO BE          PRICE PER   OFFERING       REGISTRATION
REGISTERED           RESISTERED(1)  SHARE(2)    PRICE(2)       FEE (5)
                                                  
Common Stock
$0.001 par value     7,178,612     $0.41       $2,943,231     $ 346.42

Common Stock
$0.001 par value(3)    962,000     $0.41       $  394,420     $  46.42

Common Stock
$0.001 par value(4)    962,000     $0.41       $  394,420     $  46.42
                    --------------------------------------------------------
Totals               9,102,612                 $3,732,071     $ 439.26

============================================================================


(1) The shares being registered for resale by the selling stockholder are
    issuable upon conversion of a note and upon exercise of a warrant.
    Pursuant to Rule 416 of the Securities Act of 1933, as amended, this
    Registration Statement also covers such additional securities as may
    become issuable to prevent dilution resulting from stock splits, stock
    dividends and similar events.

(2) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(c) based upon the average of the bid and ask prices of
    the Company's common stock on the Over-the-Counter Bulletin Board on
    March 18, 2005.
(3) Issuable upon exercise of 962,000 shares of common stock warrants for
    $0.94 per share
(4) Issuable upon exercise of 962,000 shares of common
    stock warrants for $1.12 per share.
(5) Previously paid.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY
DETERMINE.


                                       2




PROSPECTUS

                             Subject to completion.

                           IT&E INTERNATIONAL GROUP

              The Resale of Up to 9,012,612 Shares of Common Stock

The selling price of the shares will be determined by market factors at the
time of their resale.

This prospectus relates to the sale of up to 9,102,612 shares of our common
stock by the selling stockholders listed in this prospectus. The shares offered
by this prospectus include 7,178,612 shares of common stock issuable upon
conversion of principal and interest under a secured convertible promissory note
and a maximum of 1,924,000 shares of our common stock issuable upon the exercise
of a warrant. The warrant entitles the holder to purchase 962,000 shares of
common stock for $0.94 per share and an additional 962,000 shares of common
stock for $1.12 per share. We will not receive any of the proceeds from the sale
of these shares by the Selling Shareholders. Further, we have not received the
aggregate of $1,981,720 from the exercise of warrants to purchase 1,924,000
shares to be sold hereunder. See "Use of Proceeds." We will bear all costs
relating to the registration of the shares. All of such shares of Common Stock
are being offered for resale by the Selling Shareholders.

Our Common Stock is traded on the OTC Bulletin Board Market under the symbol
"ITER."

Investing in the common stock involves a high degree of risk.  You should
invest in the common stock only if you can afford to lose your entire
investment. See "Risk Factors" beginning on page 8 of this prospectus.

Please read this prospectus carefully. It describes our company, finances,
products and services. Federal and state securities laws require that we
include in this prospectus all the important information that you will need
to make an investment decision.

You should rely only on the information contained or incorporated by reference
in this prospectus to make your investment decision. We have not authorized
anyone to provide you with different information. The selling shareholders are
not offering these securities in any state where the offer is not permitted.
You should not assume that the information in this prospectus is accurate as
of any date other than the date on the front page of this prospectus.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

                  The date of this prospectus is July __, 2005


                                       3



The following table of contents has been designed to help you find important
information contained in this prospectus.  We encourage you to read the entire
prospectus.

                                TABLE OF CONTENTS
                                                                           Page
PROSPECTUS SUMMARY.....................................................      6

FORWARD LOOKING STATEMENTS.............................................      7

RISK FACTORS...........................................................      8

DESCRIPTION OF BUSINESS................................................     16

DESCRIPTION OF PROPERTY................................................     23

LEGAL PROCEEDINGS......................................................     23

USE OF PROCEEDS........................................................     24

MARKET FOR OUR COMMON STOCK AND
RELATED SHAREHOLDER MATTERS............................................     24

MANAGEMENT'S PLAN OF OPERATION.........................................     26

DIRECTORS AND EXECUTIVE OFFICERS.......................................     30

EXECUTIVE COMPENSATION.................................................     33

COMPENSATION OF DIRECTORS..............................................     34

OWNERSHIP OF SECURITIES BY BENEFICIAL OWNER AND MANAGEMENT.............     35

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.........................     36

DESCRIPTION OF THE TRANSACTIONS........................................     36

SELLING SHAREHOLDERS...................................................     37

PLAN OF DISTRIBUTION...................................................     39

DESCRIPTION OF SECURITIES..............................................     41

INDEMNIFICATION DISCLOSURE FOR SECURITIES ACT LIABILITIES..............     43

EXPERTS................................................................     43

LEGAL MATTERS..........................................................     43

WHERE YOU CAN FIND MORE INFORMATION ABOUT US...........................     44

INDEX TO FINANCIAL STATEMENTS..........................................     45


                                       4


You should rely only on the information contained in this prospectus and in any
prospectus supplement we may file after the date of this prospectus.  We have
not authorized anyone to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on
it.  We are not making an offer to sell these securities in any jurisdiction
where an offer or sale is not permitted. You should assume that the information
appearing in this prospectus is accurate as of the date on the front cover of
this prospectus only, regardless of the time of delivery of this prospectus or
of any sale of our Common Stock. Our business, financial condition, results of
operations and prospects may have changed since that date.

                                     5






                               PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus.
This summary is not complete and does not contain all of the information you
should consider before investing in the common stock. You should read the
entire prospectus carefully, including the "Risk Factors" section and the
financial statements and related notes.
 
Unless the context otherwise requires, the terms "we," "our," "us," "Company"
and "IT&E" refer to IT&E International Group, a Nevada corporation.  Our
principal offices are located at 505 Lomas Santa Fe Drive, Suite 200
Solana Beach, California 92075.  Our telephone number is (858) 366-0970. The
address of our website is www.iteinternational.com. Information contained on
our website is not a part of this prospectus.

The Offering
------------

Securities Offered            Up to 9,102,612 shares of Common Stock.

Offering Price                The shares being registered hereunder are being
                              offered by the selling security holders from time
                              to time at the then current market price

Dividend Policy               IT&E International Group does not anticipate
                              paying dividends on its Common Stock in the
                              foreseeable future.

Use of Proceeds               The shares offered herein are being sold by the
                              selling security holders and as such, IT&E
                              International Group will not receive any of the
                              proceeds of the offering (see, "Use of Proceeds"
                              section).

Material Risk Factors         This offering involves a high degree of risk,
                              elements of which include possible lack of
                              profitability, competition, death or incapacity
                              of management and inadequate insurance coverage.
                              There is a risk to investors due to the
                              speculative nature of this investment, historical
                              losses from operations, a shortage of capital,
                              lack of dividends, dilution factors, control by
                              present shareholders and economic conditions in
                              general.  There is a material risk that we may
                              have insufficient funding to engage in any or all
                              of the proposed activities.


                                     6






         CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements (as defined in Section 27A
of the Securities Act and Section 21E of the Securities Exchange Act of 1934
(the "Exchange Act").  Forward-looking statements relate to our future
operations.  They estimate the occurrence of future events and are not based on
historical facts.  Forward-looking statements can be identified by the use of
words such as "expects," "plans" "will," "may," "anticipates," believes,"
"should," "intends," "estimates," and other words of similar meaning. These
statements are subject to risks and uncertainties that cannot be predicted or
quantified and consequently, actual results may differ materially from those
expressed or implied by such forward-looking statements. Such risks and
uncertainties include, without limitation, our ability to raise capital to
finance the development of our products, the effectiveness, profitability and
the marketability of those products, our ability to protect our proprietary
information, general economic and business conditions, the impact of
technological developments and competition, our expectations and estimates
concerning future financial performance and financing plans, our ability to
successfully integrate the businesses of our two active subsidiaries, the
impact of current, pending or future legislation and regulation on the
healthcare industry and other risks detailed from time to time in our filings
with the Securities and Exchange Commission ("SEC").  We do not undertake any
obligation to publicly update any forward-looking statements.

The risk factors discussed in this prospectus are cautionary statements and set
forth all of the material risk factors that could cause actual results to be
significantly different from those predicted in the forward-looking statements,
these include risks associated with our competition, our personnel, maintaining
sensitive patient information, keeping pace with technological changes,
fluctuations with our operating results, protecting our intellectual property,
government regulation both domestic and foreign, factors effecting the market
price of our stock, dilution of our stock, acquisitions which could harm our
operating results, our need for additional capital, and the control influence
our directors have over the Company. The forward-looking statements and
documents incorporated by reference were compiled by IT&E International Group
based upon assumptions it considered reasonable. These assumptions are subject
to significant business, economic, and competitive uncertainties and
contingencies, many of which are beyond our control. Therefore, forecasted and
actual results will likely vary, and these variations may be material.

There can be no assurance that the forward-looking statements, estimates or
projections contained in this prospectus will be achieved. Thus, we make no
representation or warranty as to the accuracy or completeness of any of the
forward-looking statements, estimates or projections contained in this
prospectus. In addition, we cannot guarantee that any forecast in this
prospectus will be achieved.

These forward-looking statements were compiled as of the date of this
prospectus or the date of the documents incorporated by reference, as the
case may be.  We do not intend to update these statements, except as required
by law. Therefore, you should evaluate them by considering any changes that
may have occurred after the date these forward-looking statements appear.



                                       7



We cannot guarantee the assumptions relating to the forward-looking statements
or the documents incorporated by reference will prove to be accurate.
Therefore, while these forward-looking statements contain our best good faith
estimates as of the date of this prospectus, we urge you and your advisors to
review these forward-looking statements, to consider the assumptions upon
which they are based, and to ascertain their reasonableness.



                              RISK FACTORS

The following risk factors should be considered carefully in addition to the
other information presented herein:


WE OPERATE IN A MARKET THAT IS HIGHLY COMPETITIVE, AND IF WE ARE UNABLE TO
COMPETE SUCCESSFULLY, OUR REVENUE COULD DECLINE AND WE MAY BE UNABLE TO GAIN
MARKET SHARE.
----------------------------------------------------------------------------

The market for life science outsourcing is relatively new and highly
competitive.  Our future success will depend on our ability to adapt to
changing technologies, evolving industry standards, product offerings, evolving
demands of the marketplace and to expand our customer base through long-term
contracts.  Some of our competitors have longer operating histories and larger
customer bases, which means they have more experience in completing clinical
trials in order to obtain regulatory approvals.  In the regulatory compliance
area, we compete against RCM Technologies, Teratec, and Comsys (Venturi
Partners), in the clinical services area, we compete against Covance, Charles
River/Inversek, SFBC International, Covalent, Icon, Kendle, and Parexel.
Our competitors have greater marketing capabilities which has helped them
establish stronger name recognition and longer relationships with clients.  We
may not be able to compete with those companies effectively.

Our competitors may also be better positioned to address technological
and market developments or may react more favorably to technological changes.
If we fail to gain market share or lose existing market share, our financial
condition, operating results and business could be adversely affected
and the value of the investment in us could be reduced significantly.  We may
not have the financial resources, technical expertise or marketing,
distribution or support capabilities to compete successfully.













                                       8


WE MAY NOT BE ABLE TO ATTRACT, RETAIN OR INTEGRATE KEY PERSONNEL, WHICH MAY
PREVENT US FROM SUCCESSFULLY OPERATING OUR BUSINESS.
---------------------------------------------------------------------------

We may not be able to retain our key personnel or attract other qualified
personnel in the future.  We believe that our continued success will depend
to a significant extent upon the efforts and abilities of our senior management
team, including Kelly Alberts, our President and COO, and Peter Sollenne, our
Chief Executive Officer.  These individuals possess industry knowledge and
have successfully built strong working relationships with our clients.  Our
failure to retain Mr. Alberts and Mr. Sollenne, in particular, or to attract
and retain additional qualified personnel, could adversely affect our
operations.  We do not currently carry key-man life insurance on any of our
executive officers, and no employment contracts have been executed with our
key executive officers.

WE MAY BE RESPONSIBLE FOR MAINTAINING SENSITIVE PATIENT INFORMATION, AND ANY
UNAUTHORIZED USE OR DISCLOSURE COULD RESULT IN SUBSTANTIAL DAMAGE AND HARM TO
OUR REPUTATION.
-----------------------------------------------------------------------------

We collect and utilize data derived from various sources to recruit
patients for clinical studies.  We have access to names and addresses of
potential patients who may participate in these studies.  As a result, we know
what studies are taking place, and who may be participating in these studies.
In order to deliver a targeted mail program, we compile specific demographic
information.  We must protect this information to address privacy concerns. The
information keyed to a specific disease state could be inadvertently disclosed
without the consent of the patient.  Due to these privacy concerns, we must
take steps to ensure patient lists remain confidential.  Any unauthorized
disclosure or use could result in a claim against us for substantial damages
and could harm our reputation.  There can be no assurance that any protection
will be available for such data or that others will not claim rights to such
data.


IF THE COMPANY DOES NOT KEEP PACE WITH RAPID TECHNOLOGICAL CHANGES, ITS
PRODUCTS AND SERVICES MAY BECOME LESS COMPETITIVE OR OBSOLETE, ESPECIALLY IN
THE COMPANY'S PERCEPTIVE INFORMATICS BUSINESS.
----------------------------------------------------------------------------

The biotechnology, pharmaceutical and medical device industries generally,
and clinical research specifically, are subject to increasingly rapid
technological changes.  The Company's competitors or others might develop
technologies, products or services that are more effective or commercially
attractive than the Company's current or future technologies, products or
services, or render its technologies, products or services less competitive
or obsolete. If competitors introduce superior technologies, products or
services and the Company cannot make enhancements to its technologies,
products and services necessary to remain competitive, its competitive
position will be harmed.  If the Company is unable to compete successfully,
it may lose customers or be unable to attract new customers, which could
lead to a decrease in revenue.


                                     9

THE COMPANY'S OPERATING RESULTS HAVE FLUCTUATED BETWEEN QUARTERS AND YEARS AND
MAY CONTINUE TO FLUCTUATE IN THE FUTURE, WHICH COULD AFFECT THE PRICE OF ITS
COMMON STOCK
-------------------------------------------------------------------------------

The Company's quarterly and annual operating results have varied and will
continue to vary in the future as a result of a variety of factors. We suffered
a net operating loss of $398,165 in fiscal 2004. We had a net operating income
of $184,488 in the quarter ended March 31, 2005. Factors that cause these
variations in our operating results include:

- the level of new business authorizations in a particular quarter or year;
- the timing of the initiation, progress, or cancellation of significant
  project;
- the mix of services offered in a particular quarter or year;
- the timing of the opening of new offices;
- costs and the related financial impact of acquisitions;
- the timing of internal expansion;
- the timing and amount of costs associated with integrating acquisitions; and
- the timing and amount of startup costs incurred in connection with the
  introduction of new products, services or subsidiaries.

Although none of these bullet points have adversely affected our operations in
the past, they are certainly significant factors that need to be considered as
potential risk factors with regards to our operating results.


MANY OF THESE FACTORS, SUCH AS THE INITIATION OF NEW PROJECTS BETWEEN QUARTERS
OR YEARS, ARE BEYOND THE COMPANY'S CONTROL.
-------------------------------------------------------------------------------

A significant portion of the Company's operating costs relate to personnel,
which accounted for approximately 85% of the Company's total operating costs
in fiscal year 2004.  As a result, the effect on the Company's revenues of the
timing of the completion, delay or loss of contracts, or the progress of client
projects, could cause its operating results to vary substantially between
reporting periods.  If the Company's operating results do not match the
expectations of securities analysts and investors as a result of these factors,
the trading price of its common stock will likely decrease.

















                                       10


IF WE DO NOT ADEQUATELY PROTECT OUR INTELLECTUAL PROPERTY, OUR BUSINESS MAY
SUFFER, WE MAY LOSE REVENUE OR WE MAY BE REQUIRED TO SPEND SIGNIFICANT TIME AND
RESOURCES TO DEFEND OUR INTELLECTUAL PROPERTY RIGHTS.
-------------------------------------------------------------------------------

We regard the protection of our patents, trademarks, copyrights, trade secrets
and other intellectual property as critical to our success.  We rely on
a combination of patent, copyright, trademark, service mark and trade secret
laws and contractual restrictions to protect our proprietary rights, especially
when it comes to writing FDA protocols for our clients.  We have entered into
confidentiality and non-disclosure agreements with our employees, contractors,
and clients, and nondisclosure agreements with parties with whom we conduct
business, in order to limit access to and disclosure of our proprietary
information.  These contractual arrangements and the other steps taken by us to
protect our intellectual property may not prevent misappropriation of our
technology intellectual protocols or deter independent third-party development
of similar technologies. protocols.

Our competitors, hold their methodologies to write FDA protocols highly
confidential.  The more widely the Company prepares FDA protocols with outside
clients, the more likely the Company's FDA protocols become vulnerable to
duplication by the Company's competition.  The are no assurances that the
Company will be able to protect, even if it copyrights its protocols and
writing methodologies, from the competition.

We also seek to protect our proprietary position by filing U.S. and foreign
patent applications related to our proprietary technology, inventions and
improvements that are important to the development of our business.
Proprietary rights relating to our technologies will be protected from
unauthorized use by third parties only to the extent they are covered by valid
and enforceable patents or are effectively maintained as trade secrets.

The steps we have taken to protect our proprietary rights may be inadequate and
third parties may infringe or misappropriate our trade secrets, trademarks and
similar proprietary rights.  Any significant failure on our part to protect our
intellectual property could make it easier for our competitors to offer similar
services and thereby adversely affect our market opportunities.  In addition,
litigation may be necessary in the future to enforce our intellectual property
rights, to protect our trade secrets or to determine the validity and scope of
the proprietary rights of others.  Litigation could result in substantial costs
and diversion of management and technical resources and may not be successful.











                                       11





GOVERNMENT REGULATION COULD ADVERSELY EFFECT OUR PROFITABILITY.
---------------------------------------------------------------

The industry standards for the conduct of clinical research and development
studies are embodied in the regulations for Good Clinical Practice ("GCP").
The FDA and other regulatory authorities require that results of clinical
trials
that are submitted to such authorities be based on studies conducted in
accordance with GCP. These regulations require that IT&E, among other things:
comply with specific requirements governing the selection of qualified
investigators:

   o  obtain specific written commitments from the investigators;
   o  verify that appropriate patient informed consent is obtained;
   o  monitor the validity and accuracy of data;
   o  instruct investigators and studies staff to maintain records and reports;
   o  permit appropriate governmental authorities access to data for their
      review.

IT&E must also maintain reports for each study for specified periods for
auditing by the study sponsor and by the FDA.  IT&E is liable to its clients
for any failure to conduct their studies properly according to the agreed upon
protocol and contract.  If IT&E fails to conduct a study properly in
accordance with the agreed upon procedures, IT&E may have to repeat the study
at its expense, reimburse the client for the cost of the study and pay
additional damages.  Further, if IT&E fails to meet government specifications
with regards to record-keeping and protocol development, it could result
in a major delay, for its clients to obtain FDA approval for their
pharmaceutical product, and even negate a multi-million dollar client study,
where it would be needed to be repeated from start.  Compliance with government
regulations to develop a proper study protocol and record-keeping
methodologies, places a major burden on the Company.  Failure to do so, can
result in loss
of clients, liability to the Company from these clients, and loss of business.

IN FOREIGN COUNTRIES, INCLUDING EUROPEAN COUNTRIES, WE ARE ALSO SUBJECT TO
GOVERNMENT REGULATION, WHICH COULD DELAY OR PREVENT OUR ABILITY TO SELL OUR
SERVICES IN THOSE JURISDICTIONS.
----------------------------------------------------------------------------

In order for us to market our services in Europe and some other International
jurisdictions, we and our agents must obtain required regulatory registrations
or approvals.  We must also comply with extensive regulations regarding
safety, efficacy and quality in those jurisdictions.  We may not be able to
obtain the required regulatory registrations or approvals, or we may be
required to incur significant costs in obtaining or maintaining any regulatory
registrations or approvals we receive.  Delays in obtaining any registrations
or approvals required to market our services, failure to receive these
registrations or approvals, or future loss of previously obtained registrations
or approvals would limit our ability to sell our services internationally.



                                       12


A SIGNIFICANT NUMBER OF OUR SHARES WILL BE ELIGIBLE FOR SALE AND THEIR SALE OR
POTENTIAL SALE MAY DEPRESS THE MARKET PRICE OF OUR COMMON STOCK.
------------------------------------------------------------------------------

Sales of a significant number of shares of our common stock in the public
market could harm the market price of our common stock.  This prospectus covers
11,200,000 shares of our common stock, which represents approximately
57.8% of our currently outstanding 19,000,000 shares of common stock.  As
additional shares of our common stock become available for resale in the public
market pursuant to this offering and otherwise, the supply of our common stock
will increase, which could decrease its price.  Some or all of the shares of
common stock may be offered from time to time in the open market pursuant to
Rule 144, and these sales may have a depressive effect on the market for our
shares of common stock.  In general, a person who has held restricted shares
for a period of one year may, upon filing with the SEC a notification on Form
144, sell into the market common stock in an amount equal to the greater of 1%
of the outstanding shares or the average weekly number of shares sold in the
last four weeks prior to such sale.  Such sales may be repeated once each three
months, and any of the restricted shares may be sold by a non-affiliate after
they have been held two years.  Approximately, 1,500,000 of these restricted
common shares are currently eligible for sale under Rule 144K, and another
approximately 800,000 restricted shares which been held by non-affiliates for
the past one year are currently eligible for sale under Rule 144.


ISSUANCE OF STOCK TO FUND OUR OPERATIONS MAY DILUTE YOUR INVESTMENT AND REDUCE
YOUR EQUITY INTEREST.
------------------------------------------------------------------------------

We may need to raise capital in the future.  Any equity financing may
have significant dilutive effect to stockholders and a material decrease in
stockholders' equity interest in IT&E.  We may be required to raise capital, at
time and in amount, which are uncertain, especially under the current capital
market conditions, and on undesirable terms.  We could face unforeseen costs,
or our revenues could fall.  We do not have any currently identified sources of
additional capital on which we could rely if we find our revenues and the
offering proceeds are insufficient to fund our operations.  New sources of
capital may not be available to us when we need it or may be available only on
terms we would find unacceptable.  If such capital is not available on
satisfactory terms or is not available at all, we may be unable to continue to
fully develop our business, and our operations and our financial condition may
be materially and adversely affected.  Debt financing, if obtained, could
increase our expenses and would be required to be repaid regardless of
operating results.  Equity financing, if obtained, could result in dilution to
our existing stockholders    At its sole discretion, the board of directors may
issue additional securities without seeking stockholder approval.  There are no
assurances that when we need additional capital that it will be available to
us.





                                     13



WE MAY PURSUE STRATEGIC ACQUISITIONS OR INVESTMENTS IN NEW MARKETS AND MAY
ENCOUNTER RISKS ASSOCIATED WITH THESE ACTIVITIES THAT COULD HARM OUR BUSINESS
AND OPERATING RESULTS.
-----------------------------------------------------------------------------

We may pursue acquisitions of, or investments in, businesses and assets
in new markets that we believe will complement or expand our existing business
or our customer base.  Our acquisition strategy involves a number of risks,
including:

      o  difficulty in successfully integrating acquired operations,
         personnel, technology, customers, partner relationships, services and
         businesses with our operations;

      o  loss of key employees of acquired operations or inability to hire
         key employees necessary for our expansion;

      o  diversion of our capital and management attention away from other
         business issues;

      o  an increase in our expenses and working capital requirements; and

      o  other financial risks, such as potential liabilities of the
         businesses we acquire.

Our growth may be limited and our competitive position may be harmed if
we are unable to identify, finance and complete future acquisitions.  There
can be no assurance that we will be able to identify, negotiate or finance
future acquisitions successfully.  Future acquisitions could result in
potentially dilutive issuances of equity securities, the incurrence of debt,
contingent liabilities, amortization expenses related to goodwill and other
intangible assets, a decrease in profitability, or future losses.  The
incurrence of debt in connection with any future acquisitions could restrict
our ability to obtain working capital or other financing necessary to operate
our business.  Our future acquisitions or investments may not be successful,
and if we fail to realize the anticipated benefits of these acquisitions or
investments, our business and operating results could be harmed.


THE ACTUAL OR ANTICIPATED RESALE BY THE SELLING STOCKHOLDER OF SHARES OF OUR
COMMON STOCK MAY CAUSE THE MARKET PRICE OF OUR COMMON STOCK TO DECLINE.
----------------------------------------------------------------------------

The resale of our common stock by the selling stockholder through open market
transactions or other means may, depending upon the timing of the resales,
depress the market price of our common stock. There are no lock-up or other
restriction on the resale of this stock. Moreover, actual or anticipated
downward pressure on the market price of our common stock due to actual or
anticipated resales of our common stock could cause some institutions or
individuals to engage in short sales of our common stock, which may itself cause
the market price of our common stock to decline.



                                     14


OVERHANG ON THE EXERCISE OF WARRANTS AND THE SALE OF COMMON SHARES BY LAURUS
COULD DEPRESS OUR STOCK PRICE.
-----------------------------------------------------------------------------

Laurus, the selling shareholder, has indicated that it is acting independently
of us in determining the manner and extent of sales of the common shares and
warrants included in this offering. We will receive none of the proceeds of such
sales. Such sales of our common shares and warrants by Laurus, or the perception
that those sales may occur, could cause the trading price of our stock to
decrease or to be lower than it might have been in the absence of those sales or
perceptions.

Laurus, as the selling shareholder, could also impede our future capital raising
efforts. Laurus has a right of first refusal on future financing, which places
restrictions on our financing activity. Our arrangement with Laurus gives them
effective control over us, as a result of its holding a large interest in us.
Further, we do not control $2.5 million of the funds Laurus has loaned to us,
which Laurus has placed in the restricted account to secure our repayment of the
initial $2.5 million in funds loaned to us. In addition, an overhang will be
created by our maintenance of an effective resale registration statement
regarding a number of shares that exceeds our public float.

Furthermore, the sale and issuance of the Laurus shares will have a dilutive
impact on our shareholders. As a result, our net income per share could decrease
in future periods, and the market price of our common stock could decline.


In addition, the Laurus note contains anti-dilution protection in favor of
Laurus which states that if we sell shares of our common stock or securities
convertible into or exercisable for our common stock at a price per share or
conversion or exercise price per share less than $.75 (the "Sale Price"), then
the conversion price of the note shall be automatically adjusted down to equal
the Sale Price. If we trigger this anti-dilution provision by selling shares of
common stock or securities into common stock at a Sale Price less than $.75 the
impact of the sale and issuance of shares to Laurus would be even more dilutive
to our shareholders and our net income per share would decrease even further.


IF WE ARE UNABLE TO DEVELOP OUR SERVICES WITH ANY COLLABORATIVE PARTNERS, WE
MAY BE REQUIRED TO ACCESS ADDITIONAL CAPITAL AND TO DEVELOP ADDITIONAL SKILLS
TO PRODUCE, MARKET AND DISTRIBUTE OUR SERVICES.
-----------------------------------------------------------------------------

If we are unable to develop our services with any collaborative partner we
would need to seek direct funding to develop and commercialize our services.
These activities require additional resources and capital that we will need to
secure.  There is no assurance that we will be able to raise sufficient capital
or attract and retain skilled personnel to enable us to finish development,
launch and market these specialized services. Thus, there can be no assurance
that we will be able to commercialize any such product.


OUR SUCCESS DEPENDS ON OUR ABILITY TO ATTRACT AND RETAIN SCIENTIFIC, TECHNICAL,
MANAGERIAL AND FINANCE PERSONNEL.
-------------------------------------------------------------------------------

Our ability to operate successfully and manage our future growth depends in
significant part upon the continued service of key scientific, technical, and
managerial personnel, as well as our ability to attract and retain
additional highly qualified personnel in these fields. We may not be able to
attract and retain key employees when necessary, which would limit our
operations and growth.




                                       15


INVESTORS IN OUR SECURITIES MAY SUFFER DILUTION.
------------------------------------------------

The issuance of shares of Common Stock, or shares of Common Stock underlying
warrants, options or preferred stock or convertible notes will dilute the
equity interest of existing shareholders and could have a significant adverse
effect on the market price of our Common Stock.  The sale of Common Stock
acquired at a discount could have a negative impact on the market price of
our Common Stock and could increase the volatility in the market price of our
Common Stock.  In addition, we may seek additional financing which may result
in the issuance of additional shares of our Common Stock and/or rights to
acquire additional shares of our Common Stock.  The issuance of our Common
Stock in connection with such financing may result in substantial dilution to
the existing holders of our Common Stock. Those additional issuances of Common
Stock would result in a reduction of your percentage interest in our company.


WE ARE SIGNIFICANTLY INFLUENCED BY OUR DIRECTORS, EXECUTIVE OFFICERS.
---------------------------------------------------------------------

Our directors and executive officers beneficially owned an aggregate of
approximately 57.9% of our outstanding Common Stock as of December 31, 2004.
These shareholders, acting together, would be able to exert significant
influence on substantially all matters requiring approval by our shareholders,
including the election of directors and the approval of mergers and other
business combination transactions.


LOW-PRICED STOCKS THAT MAY AFFECT YOUR ABILITY TO RESELL YOUR SHARES.
---------------------------------------------------------------------

The SEC has adopted rules that regulate broker/dealer practices in connection
with transactions in penny stocks.  Penny stocks generally are equity
securities with a price of less than $5.00 (other than securities registered
on certain national securities exchanges or quoted on the Nasdaq system,
provided that current price and volume information with respect to transactions
in such securities is provided by the exchange system). The penny stock rules
require a broker/dealer, prior to a transaction in a penny stock not otherwise
exempt from the rules, to deliver a standardized risk disclosure document
prepared by the SEC that provides information about penny stocks and the nature
and level of risks in the penny stock market. The broker/dealer also must
provide the customer with bid and offer quotations for the penny stock, the
compensation of the broker/dealer, and its salesperson in the transaction, and
monthly account statements showing the market value of each penny stock held in
the customer's account. In addition, the penny stock rules require that prior
to a transaction in a penny stock not otherwise exempt from such rules, the
broker/dealer must make a special written determination that a penny stock is
a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction.  These disclosure requirements may have the
effect of reducing the level of trading activity in any secondary market for a
stock that becomes subject to the penny stock rules, and accordingly, customers
in Company securities may find it difficult to sell their securities, if at
all.

                                     16





                            DESCRIPTION OF BUSINESS

General
-------

We are a life sciences organization focused on providing our clients with
solutions to complex needs in clinical research and regulatory compliance. By
focusing on specialized practice areas in regulatory compliance, clinical
research, and international development of global health and advanced technology
research, we are able to offer solutions with one common goal in mind, to
improve the human condition by delivering solutions to the life sciences
community.

We were incorporated in 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.

IT&E's Business and Operations
------------------------------

IT & E International, Inc. is a provider of a broad range of services to the
Life Sciences Industries. We primarily provide our clients with solutions to
complex needs in clinical research and regulatory compliance.

We provide regulatory compliance services to pharmaceutical, biotech,
healthcare and other life science companies by providing to them the expertise
to evaluate, structure, implement and maintain effective quality programs and
processes that ensure compliance with applicable FDA regulations.  We offer a
diverse, all encompassing solution for the validation and compliance of quality
systems, laboratory and manufacturing processes, clinical data systems,
laboratory automation, content management, electronic document management, and
a complete solution for facilities, utilities and equipment validation and
compliance.

We also offer a suite of clinical trial support services, such as patient and
investigator recruitment, biostatistical analysis, data management, data entry
and verification and regulatory affairs services. In data management, we provide
case report form design, protocol development, data entry and verification, full
tracking and audit trail documentation, adverse event reporting and FDA
submission. Our biostatistical analysis group provides data mining studies,
database design, representation at FDA and other regulatory meetings, and
additional specialized biostatistical analysis.






                                     17



Program Management and Outsourcing
----------------------------------

IT&E offers a broad range of validation and compliance services from management
consulting to protocol development and execution. We are dedicated to designing,
developing and implementing practices that protect the integrity of the
computerized systems and equipment used in health product research and
manufacturing processes. We ensure that these systems are maintained in a
validated state throughout their entire lifecycle by following documented
protocols and standardized procedures. IT&E has the ability to deliver
regulatory compliance services in the following fields:

     o Guidelines Interpretation - IT&E provides services related to the
interpretation of U.S. Food and Drug Administration ("FDA") validation &
compliance criteria. We then provide consulting teams to assist the client in
implementing such compliance strategies.
     o Planning & Strategy - IT & E assists customers in developing an overall
FDA validation and compliance strategy and developing methods and procedures for
staying in compliance.
     o Corporate policies and procedures - IT & E works with its customers in
designing overall quality assurance, quality control and FDA regulatory
compliance policies and procedures. In addition, part of our services is to then
implement those procedures throughout an organization.
     o Independent Vendor Audits & Assessments - IT & E works with a client to
assess its vendors to ensure they are in compliance with FDA regulations and are
operating in a validated state.
     o SOP (standard operating procedure) Generation and Revision - IT & E
provides services to customers to prepare Standard Operating Procedures in the
area of FDA Regulatory compliance, and to establish ongoing SOP's to keep a
customer in compliance with FDA regulations.
     o Gap Analysis - IT & E will work with a customer in preparing a SWAT
(software analysis testing) analysis, identifying gaps in their compliance and
validations procedures. We then will work with a customer in closing those gaps
in their procedures in their laboratory, clinical and manufacturing
environments.
     o Risk Analysis - Business and Regulatory - IT & E will work with a
customer in assessing FDA Regulatory exposures in their cGxP (current good
manufacturing, lab and clinical practices) environments.
     o Remediation - IT & E will perform project based remediation (corrective
action) projects in support of FDA 483 warning letters, and other regulatory
processes.
     o Training end users and program managers

IT&E provides services in the CSV (Computer Systems Validation), CFR (Code of
Federal Regulations) Part 11, CFR Part 210/211, Part 58, Part 320, Part 820/QSR,
GAMP4 (Good Automated Manufacturing Practices version 4.0) as well as European
and Asian standards. Our validation and compliance team (estimated around 100
people both outside contractors and full-time employees) designs, develops and
implements practices that protect the integrity of the computerized systems,
equipment and facilities used in health product research and manufacturing
processes. Further, we ensure that these systems are maintained in a validated
state throughout their entire lifecycle by following documented protocols and
standardized procedures. By analyzing market trends, continually reengineering
our best practices, utilizing leading technology and keeping abreast of changes
from the regulatory bodies, we are able to ensure a high degree of quality
standards are being met.

In addition, we specialize in quality procedures, programs and management
consulting in FDA regulated areas within the pharmaceutical and biotechnology
industries including: audits, remediation, quality systems, and validation and
qualification of processes, cleaning, environment, and computerized systems. We
have developed and implemented several plant-wide systems in the pharmaceutical
and biotechnology industries and are recognized as a and verifiable quality
leader. IT&E has developed an extensive database which includes formats and
templates

                                     18



to get FDA Validation & Compliance projects off and running quicker and maximize
the efficiency in development and the ensuing validation and compliance
processes. We provide services focused around GxP compliance, validation and
regulatory affairs for the life sciences industry, including the following:

o  Computer Systems Validation (CSV)
o  21 CFR Part 210/211 - Good Manufacturing Practices
o  21 CFR Part 11 - Electronic Signatures and Electronic Records
o  Several other FDA and EMEA regulated areas
o  Computerized Systems Validation
o  Cleaning Validation
o  Facility, equipment and Utility Validation
o  Sterilization and Sanitization Validation
o  Process Validation


The following are representative of program management and outsourcing client
engagements within the last two years:

Computer systems validation and software testing for a pharmaceutical company.
We provided project management and remediation services related to computer
systems validation and software testing for a pharmaceutical company that
involved three primary systems: 1) Labware, 2) LIMS (Laboratory Information
Management System), and 3) Documentum (A specialized FDA validation document
management system). This project included the creation of standard operating
procedures, management of requirements, and responsibility for integration of
numerous related systems.

Strategic validation and compliance guidance and computer system and software
validation for a research hospital. In their continued search to find treatments
for cancer in children, our client built a facility to manufacture vaccines and
stem cells to support phase I / II clinical trials. The new facility needed to
be in compliance with the various FDA regulations applicable to it. We created a
validation road map for the client, managed the design and implementation of
their network, computer system and software which included standardized desktop
environment, Internet connectivity, security, core systems, laboratory and
network monitoring systems; then produced validation plans and trained the
client's staff on the standard operating procedures.

Computer systems validation and software testing for a biotechnology company. We
provided LIMS (Laboratory Information Management System) customization
programming and validation support for a biotechnology company client. This
included creating the standard operating procedures related to the system.

Software validation for a biotechnology company. We created validation and
compliance policies, procedures and guidelines related to a statistical
programming environment validation for SAS software.

     Computer systems validation for a laboratory in the United States. We
     conducted an evaluation of the quality systems overseeing the computer
     system validation and 21 CFR Part 11 compliance for manufacturing systems
     for a laboratory in the United States. We reviewed corporate guidelines and
     associated procedures against 21 CFR Part 11 guidelines and related
     computer systems validation regulatory requirements. We performed a
     procedural assessment identifying procedures required for the ongoing
     compliance of the systems, and we were responsible for defining gaps in
     compliance and suggesting remediation for those gaps

We also reviewed how the 21 CFR Part 11 assessments are conducted by the
client. We assessed high visibility manufacturing and laboratory systems for 21
CFR Part 11 compliance, how the systems were defined, how remediation activities
were conducted and how computer systems validation issues were resolved. We also
advised the client regarding quality system structure, layout, communication,
and suggested adjustments.

Computer systems assessment for a pharmaceutical company We evaluated the
customer's quality system to determine its compliance with respect to current
U.S. and European regulatory guidance and quality standards. The evaluation was
performed to assess the quality system in the areas of computer systems
lifecycle development and implementation, project management, network
infrastructure, security, and computer systems validation. We also reviewed and
analyzed the client's information technology department's compliance with the
current corporate headquarters standard operating procedures.

Computer systems validation and CFR Part 11 validation for a biotechnology
company. We performed project management and remediation services related to
Argus 9.2, including incremental validation. Argus 9.2 is a drug safety database
used for FDA submissions.

IT&E offers a solution for the clinical trials and clinical research industry,
including:

Clinical Data Entry and Data Management
---------------------------------------

IT&E is capable of providing SAS (R) based solutions throughout every stage of a
drug's lifecycle: from discovery, development, and through commercialization. We
focus on assessing, advising, and designing comprehensive systems solutions in
the pharmaceutical, biotechnology, and medical devices industries. We provide
leading and emerging pharmaceutical and biotechnology companies with
project-based consulting services in the areas of Data Management (SAS(R)
databases and Oracle(R) Clinical systems), Clinical Programming, Biostatistics,
and Clinical Validation (GCP). The IT&E team of project/program managers (a team
of approximately 30-35 people, both outside contractors and full-time employees)
bring an average of 10+ years of biopharma experience to their clients, as well
as the tools, talent and strategies necessary to carry a project from conception
to completion. IT&E's extensive database selects and employs project-specific
analysts to provide constant monitoring of project scope, budget, and
deliverables while utilizing the IT&E Project Tracking System to provide clients
with real-time, comprehensive status reports.


                                     19



Data Management
---------------

IT&E provides a full range of data management solutions, including SAS(R)
databases and Oracle(R) Clinical, as well as web-based or conventional
means of data capture.  Following are some of the specific areas of
expertise:

o  SAS (R) databases - Major functions supported
o  Datasets
o  Case Report Form design and analysis
o  Safety Information
o  Data marts for Data mining
o  Integrated Data Analysis Systems
o  Data Validation Specifications
o  Database Design, install, and upgrade
o  Data Quality Assurance
o  Global Database Integration
o  Oracle(R) Clinical - Major functions supported
o  Define and manage a Clinical Study (Protocol)
o  Define data elements to be collected in a Clinical study
o  Define and generate data entry screens
o  Define edit checks to be applied to the data
o  Validation and derivation procedures [data]
o  Collect and manage the data
o  Data Extract to SAS for analysis

Clinical Programming
--------------------

IT&E provides accurate and reliable programming
to support regulatory submissions and clinical study reports.  Because of the
extensive experience of the IT&E consultants, we are able to optimize the flow
of valuable scientific and operational data thereby assisting our clients to
get their products to market faster.















                                     20





Biostatistics
-------------

IT&E's biostatisticians focus on the delivery of quality design consulting
and statistical analyses for clients engaged in complex clinical studies.
This team delivers superior results for targeted summaries of key findings
within the regulatory finding process, as well as producing creative
scientific presentations.  Some of the areas of expertise are as follows:

o  Clinical Study Design
o  Estimation of sample size
o  Trial duration
o  Structuring of treatment comparisons
o  Definition of key endpoints
o  Number and timing of analyses
o  Precise interpretations of results
o  Data displays and interpretations
o  Clinical development programs
o  ISS/ISE preparation
o  Prepare integrated clinical/statistical reports
o  Design tables and graphics
o  Analysis planning and preparation
o  Summary of statistical methodologies
o  Support submissions to regulatory agencies (FDA)

Clinical Validation (GCP)
-------------------------

IT&E's clinical validation practice goes hand-in-hand with the efforts of the
Compliance Group.  Our regulatory and safety services must compliment our
clients' drug development process from beginning to end.  The IT&E and Client
Partnership is truly a "Partnership That Works". By partnering with our
clients to design a study that combines an unsurpassed understanding of the
regulatory environment and current FDA regulations, we ensure a smooth and
efficient development cycle.  IT&E has designed its own Clinical Validation
Methodology for the enterprise that is designed to satisfy regulated business
practices and procedures that involves multiple groups within the organization
(users, systems, database administrators, and other support staff).




                                    21




Typically, the IT&E Validation Plan describes the system and scope, outlines
the schedule and resources (GANTT), defines the testing strategy (and SOPs),
and describes the deliverables that will document the validation process.
The steps are as follows:

o  Validation Plan Preparation
o  System Inventory Preparation
o  Preparing the work plan using the 5C's: System Classification, Complexity,
   Control, Compliance,   Criticality
o  Preparing Individual System Profiles & Gap Analysis
o  Global Technological & Procedural Gap Matrix Preparation
o  Preparing, Monitoring and Executing various Validation Protocols
   including Design Qualifications (DQ), Installation Qualifications (IQ),
   Operational Qualifications, (OQ), Performance Qualifications (PQ),
   Equipment Qualifications (EQ)
o  Risk Analysis Matrix (The validation effort is premised on a determination
   of risk and after addressing the 5 C's can we ascertain what level of
   design documentation is sufficient for a specified system)

The following are representative of client engagements within the last two years
with respect to our clinical services:

     1) We provided global biostatistics support and in particular biostatistics
support for Phases I, II and III clinical trials related to oncology and
nephrology for a biotechnology company client.

     2) We provided biostatistics support for Phase IV (post-marketing) clinical
trial related to oncology and statistical programming services for a
biotechnology company client.

     3) We provided biostatistics support services for Phase II and III clinical
trials related to oncology for a biotechnology company client.

     4) We provided statistical programming services for Phase I, II and III
clinical trials related to HIV for a pharmaceutical company client and assisted
with the preparation of the New Drug Application related thereto.

     5) We provided clinical data management services for Phase II and III
clinical trials related to HIV for a pharmaceutical company client.

     6) We provided statistical programming services for Phase II and III
clinical trials related to allergies and respiratory diseases for a
pharmaceutical company client.

Competition
-----------

The drug and medical device development outsourcing industry consists of
hundreds of smaller, limited-service providers and a number of full-service
global development companies. The industry continues to experience
consolidation and, in recent years, a group of large, full-service competitors
has emerged. This trend of industry consolidation appears to have created
greater competition among the larger companies for clients and acquisition
candidates.

In addition to competing with a number of other global, full-service companies,
IT&E also competes against some medium-sized companies, in-house research and
development departments of pharmaceutical and biotechnology companies, as well
as universities and teaching hospitals. In addition, the industry has few
barriers to entry. Newer, smaller entities with specialty focuses, such as those
aligned to a specific disease or therapeutic area, compete aggressively against
larger companies for clients. In the regulatory compliance area, we compete
against such companies as RCM Technologies, Teratec, and Comsys (Venturi
Partners). Increased competition might lead to price and other forms of
competition that might adversely affect our operating results.

IT&E competes on the basis of a number of factors, including reputation for on-
time quality performance, expertise and experience in specific therapeutic
areas, scope of service offerings, price, strengths in various geographic
markets, technological expertise and systems, data management capabilities for
time savings with data integrity, ability to acquire, process, analyze and
report data in a time-saving accurate manner, ability to manage large-scale
clinical trials both domestically and internationally, and expertise and
experience in healthcare economics.  There are no assurances that IT&E
will be able to compete favorability in these areas.

                                     22





For specialty areas such as laboratory and manufacturing validation, medical
communications, and protocol development, IT&E competes in a market that has a
myriad of niche providers. For the most part, these niche providers offer
specialty services and products with a focus on a specific geographic region, a
particular service or function and/or a specific stage or phase of drug
development. By contrast, IT&E provides its services on a global basis across
functional areas. IT&E competes principally on the basis of reputation,
scientific and technical expertise, experience and qualifications of
professional staff, quality of services, and ability to deliver quality products
to the client's specifications. The outsourced preclinical research industry
consists of a number of large providers and numerous smaller niche companies.
For example, in the in the clinical services area alone, we compete against such
companies as Covance, Charles River/Inversek, SFBC International, Covalent,
Icon, Kendle, and Parexel. As such, there is significant competition for these
opportunities, and IT&E success will depend on our ability to identify and
competitively bid for risk-sharing programs that are likely to be productive.


Government Regulation
---------------------

IT&E's clients are subject to extensive regulations by government agencies.
Consequently, the services IT&E provides for these clients must comply with
relevant laws and regulations.

Prior to commencing human clinical trials in the United States, a company
developing a new drug must file an Investigational New Drug application, or
IND with the FDA.  The IND must include information about animal toxicity and
distribution studies, manufacturing and control data, stability data and a
detailed plan, or study protocol, for the proposed clinical trial of the drug
or biologic in humans.  If the FDA does not object within 30 days after the
IND is filed, human clinical trials may begin.  The study protocol will also
be reviewed and approved by the institutional review board, or IRB, in each
institution in which a study is conducted, and the IRB may impose additional
requirements on the way in which the study is conducted in its institution.

Human trials usually start on a small scale to assess safety and then expand
to larger trials to test efficacy along with safety in the target population.
The trials are generally conducted in three phases, which sometimes overlap,
although the FDA may require a fourth phase as a condition of approval.  After
the successful completion of the first three clinical phases, a company
requests approval for marketing its product by submitting a new drug
application, or NDA.  The NDA is a comprehensive, multi-volume filing that
includes, among other things, the results of all pre-clinical and clinical
studies, information about how the product will be manufactured and tested,
additional stability data and proposed labeling. The FDA's review can last
from six months to many years, with the average review lasting 18 months.
Once the NDA is approved, the product may be marketed in the United States
subject to any conditions imposed by the FDA.

                                       23



IT&E must conform to regulatory requirements that are designed to ensure the
quality and integrity of the testing process. To help ensure compliance with
these regulations, IT&E has established quality assurance at our laboratory
facilities to monitor ongoing compliance by auditing test data and conducting
regular inspections of testing procedures and our laboratory facilities. IT&E
believes that it is in material compliance with each of the laws, rules and
regulations applicable to its business.


Employees
---------

At December 31, 2004, IT&E employed approximately 100 employees.  These
employees represent the following employment mix for the company: 10%
administration, 7% recruiting, 5% sales, and 78% contract service providers.
Additionally we utilize the services of approximately 30 outside consultants
who work as independent contractors for IT&E.


                           DESCRIPTION OF PROPERTY

We do not own any real estate properties.  Our executive offices are located
at 505 Lomas Santa Fe Drive, Suite 200, Solana Beach, California 92075 and our
telephone number is (858) 366-0970..  We pay a base monthly rent of
approximately $7,000, which includes rent, common area maintenance, insurance
and real estate taxes.  Management believes that these facilities are adequate
for our current and anticipated needs.

We also maintain an office at:

31 N. Second Street, Ste. 250
San Jose, CA 95113

                            LEGAL PROCEEDINGS

We are not a party to any legal proceeding.  The Company from time to time may
be involved in litigation incident to the conduct of its business.  Certain
litigation with third parties and present and former shareholders of the
Company are routine and incidental.

                            USE OF PROCEEDS

The selling stockholders will receive all of the proceeds from the sale
of the shares offered for sale by them under this prospectus.  We will receive
none of the proceeds from the sale of the shares by the selling stockholders,
except upon exercise of the warrants currently outstanding.  In that case, we
could receive a maximum of $1,981,720 (962,000 shares of common stock warrants
for $0.94 per share and 962,000 shares of common stock warrants for $1.12 per
share).  We will bear all expenses incident to the registration of the shares
of our common stock under federal and state securities laws other than expenses
incident to the delivery of the shares to be sold by the selling stockholders.
Any transfer taxes payable on these shares and any commissions and discounts
payable to underwriters, agents, brokers or dealers will be paid by the selling
stockholders.


                                     24


We plan to use the proceeds of Laurus Financing to pay off our existing Senior
Debt to Bank of Walnut Creek, which represents $1,500,000; to pay fees
outstanding fees we owe for closing the Clinical Trials transaction (attorneys,
broker, etc.), which represents $150,000; and $850,000 to be used as general
working capital for the company.  This represents a total of $2,500,000.  The
general working capital is needed to help us with our daily cash flows as we
anticipate an increase of accounts receivable growth from potential new
business.  The other $2,500,000 in the restricted account is earmarked to find
an acquisition candidate for the company.  We are seeking an acquisition
which can enhance our current operations.



           MARKET FOR OUR COMMON STOCK AND RELATED SHAREHOLDER MATTERS

Our Common Stock is quoted on the OTC Bulletin Board under the symbol ITER,
since October 27, 2003.  As of December 31, 2004, there were approximately 200
holders of record of our Common Stock.  The following table sets forth the high
and low bid prices for our Common Stock for the periods indicated as reported
by the OTC Bulletin Board.  The prices state inter-dealer quotations, which do
not include retail mark-ups, mark-downs or commissions. Such prices do not
necessarily represent actual transactions.




FISCAL 2003                                  High              Low
---------------------------------------      -----             -----
                                                         
Cleared for trading on October 27, 2003

Quarter ended December 31, 2003              $0.00             $0.00

FISCAL 2004
--------------------------------             -----             -----
Quarter ended March 31, 2004                 $0.00             $0.00
Quarter ended June 30, 2004                  $2.05             $1.25
Quarter ended September 30, 2004             $1.94             $0.62
Quarter ended December 31, 2004              $1.00             $0.16

FISCAL 2005
--------------------------------             -----             -----
Quarter ended March 31, 2005                 $0.51             $0.33
Quarter ended June 30, 2005                  $0.49             $0.20




The source of this information is the OTC Bulletin Board and other quotation
services.  The quotations reflect inter-dealer prices, without retail markup,
markdown or commission and may not represent actual transactions.


                                     25





Holders
-------

As of December 31, 2004, there were approximately 200 holders of record of our
common stock.

Dividends
---------

To date, we have not paid any dividends on its common stock and do not expect
to declare or pay any dividends on such common stock in the foreseeable future.

Payment of any dividends will be dependent upon future earnings, if any, our
financial condition, and other factors as deemed relevant by our Board of
Directors.

                                     26





                       MANAGEMENT'S PLAN OF OPERATION

Statements contained herein that are not historical facts are forward-looking
statements as that term is defined by the Private Securities Litigation Reform
Act of 1995.  Although we believe that the expectations reflected in such
forward-looking statements are reasonable, the forward-looking statements are
subject to risks and uncertainties that could cause actual results to differ
from those projected.  We caution investors that any forward-looking statements
made by us are not guarantees of future performance and that actual results may
differ materially from those in the forward-looking statements.  Such risks and
uncertainties include, without limitation: well-established competitors who
have substantially greater financial resources and longer operating histories,
regulatory delays or denials, ability to compete as a start-up company in a
highly competitive market, and access to sources of capital.

The following discussion and analysis should be read in conjunction with our
financial statements and notes thereto included elsewhere in this Prospectus.
Except for the historical information contained herein, the discussion in this
Prospectus contains certain forward-looking statements that involve risks and
uncertainties, such as statements of our plans, objectives, expectations and
intentions.  The cautionary statements made in this Prospectus should be read
as being applicable to all related forward-looking statements wherever they
appear in this Prospectus.  Our actual results could differ materially from
those discussed here.

Introduction
------------

On April 14, 2004, IT&E International Group entered into an Acquisition
Agreement and Plan of Merger with Clinical Trials Assistance Corporation, or
Clinical Trials, through its wholly-owned subsidiary, Merger Sub.  Pursuant to
the Acquisition Agreement, Clinical Trials acquired IT&E in exchange for
11,000,000 shares of the Registrant's common stock which were issued to the
holders of IT&E stock and 2,820,000 preferred shares, which can be converted
for common shares at a ten-for-one ratio, after they are held for two years.
Additionally, once the merger was consummated and further to the Agreement,
the then controlling stockholder of the Registrant, cancelled 28,000,000
shares of the Registrant's Common Stock held by him.  Clinical Trials and
IT&E were engaged in the same general business.  The transaction contemplated
by the Agreement was intended to be a "tax-free" reorganization pursuant to
the provisions of Section 351 and 368(a)(1)(A) of the Internal Revenue Code
of 1986, as amended.


                                     27





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.

Our client list includes such well-known companies as Eli Lilly, Novartis,
Pfizer, Bristol-Myers Squibb, Glaxo Smith Kline Abbott, Schering- Plough, Amgen,
Baxter, Aventis Pasteur, Wyeth, Vaxgen, Boston Scientific and Genentech. For the
year ended December 31, 2003, we derived approximately 31% and 12% of our
revenues from Schering-Plough and Amgen, respectively. For the year ended
December 31, 2004, we derived approximately 16%, 11% and 10% of our revenues
from Schering-Plough, Genentech and Vaxgen, respectively.

We are in the process of seeking other businesses to acquire so that we can
expand our operations. The analysis of new businesses opportunities and
evaluation of new business strategies will be undertaken by or under the
supervision of our Board of Directors. In analyzing prospective businesses
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.

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.



                                     28




Financial Results for the Quarter Ended March 31, 2005
------------------------------------------------------

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.

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.


                                       29


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.


Financial Results for the Year Ended December 31, 2004
------------------------------------------------------

As of December 31, 2004, the Company's current assets exceeded its current
liabilities by $4,086,665. This includes a $5.0 million loan from Laurus Master
Fund Ltd., or Laurus, an institutional fund that specializes in direct
investments in growing, small and micro-cap companies, that closed in October
2004. Of these funds, $2.5 million are restricted and under the control of
Laurus for either additional working capital or for a future acquisition, which
is a part of our long-term strategy. The loan has a three year term and an
interest rate of prime plus 2.5%. Interest has been payable monthly. Principal
payments of $83,333.33 commenced on May 1, 2005.

Accounts receivable at December 31, 2004 was $2.6 million, net of an allowance
for doubtful accounts of $75,000, as compared to accounts receivable at December
31, 2003 of $1.6 million, net of an allowance for doubtful accounts of $118,000.
The increase was due primarily to an aggressive sales strategy during the second
and third quarter of 2004 pursuant to which we were able to to sign new
long-term and preferred vendor relationships with pharmaceutical and
biotechnology companies to further expand and broaden our customer base. An
additional result of establishing contracts with such established companies is
that the risk of uncollectible accounts has been correspondingly reduced. Our
standard collection terms on our contracts are 30-45 days and our customers
generally pay according to these terms. We have incurred bad debt expense of
approximately $38,000 and $33,000 for the years ended December 31, 2004 and
2003, respectively. We review our outstanding receivables on a monthly basis to
determine collectibility.

For the year ended December 31, 2004, we generated service revenues of $13.4
million as compared to $10.0 million in revenues for the year ended December 31,
2003, an increase of 34%. Service revenues for the fourth quarter ended December
31, 2004, were $4.0 million as compared to $2.8 million during the same quarter
of 2003, an increase of 44% from the prior year's fourth quarter. This increase
in revenues is a direct result in our change in sales strategy noted above.

Our strategy of pursuing major clients has begun to produce some good results.
We have signed new agreements with several pharmaceutical companies, large
biotech firms, an alternative supplement manufacturer, and two medical device
companies. In addition, we expanded our extensive services to clients supporting
the U.S. government's bio-defense initiatives by assisting companies that are
producing needed vaccines for anti-terrorism activities.

We have signed new agreements with certain pharmaceutical companies, biotech
firms, an alternative supplement manufacturer, and a medical device company. In
addition, we have 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.

We have also 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.

The cost of revenue for the year ended December 31, 2004 was $$9.5 million, or
71% of revenues, as compared to $6.4 million, or 64% of revenues for the year
ended December 31, 2004. Our gross profit for the fourth quarter of 2004 was 29%
as compared to 36% during the same quarter of 2003. The increase in cost of
revenue exceeded management's expectations and we are working to improve these
margins by way of controlling the cost of providing our contractors to the
customer.

                                     29





Total operating expenses for the year ended December 31, 2004 were $4.3
million, or 32% of revenues, as compared to $3.4 million, or 34% of revenues,
for the same period last year.  Total operating expenses for the fourth quarter
of 2004 were $1.5 million as compared to $866,000 for the same period in 2003.
During 2004, we incurred costs not previously incurred, such as costs associated
with our reverse merger with Clinical Trials Assistance Corporation, costs
associated with becoming a public entity and costs associated with the
amortization of loan fees related to the convertible loan with Laurus.  In
addition to the significant investment to broaden our customer base, we began
to implement a company-wide quality management system to better serve our
customers.  We also added depth to our management team and began the process
of recruiting independent outside Board members.  We expect these costs to
continue during 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 and prepare for our future move to a National Stock Exchange.


Need for Additional Funding
---------------------------

With our current contract backlog and sales pipeline of $33.0 million, the
highest in company history, 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.


Liquidity and Capital Resources
-------------------------------

The Company is authorized to issue 70,000,000 shares of its $0.001 par value
common stock, 5,000,000 shares of its $0.001 par value Series A preferred stock,
5,000,000 shares of its $0.001 par value Series B preferred stock, and 5,000,000
shares of its $0.001 par value Series C preferred shares.

On October 18, 2004, we issued a $5,000,000 secured convertible term note
("Note") to Laurus Master Fund, Ltd. ("Laurus"). The principal and interest
under the Note is convertible into shares of our common stock at an initial
conversion price of $0.75 per share. We also issued to Laurus a warrant
("Warrant") to purchase up to 1,924,000 shares of our common stock, of which
962,000 shares have an exercise price of $0.94 and 962,000 shares have an
exercise price of $1.12. The warrants expire on October 18, 2011.

In addition, the Note contains anti-dilution protection in favor of Laurus which
states that if we sell shares of our common stock or securities convertible into
or exercisable for our common stock at a price per share or conversion or
exercise price per share less than $.75 (the "Sale Price"), then the conversion
price of the note shall be automatically adjusted down to equal the Sale Price.
If we trigger this anti-dilution provision by selling shares of common stock or
securities into common stock at a Sale Price less than $.75, the impact of the
sale and issuance of shares to Laurus would be dilutive to our shareholders.

The Note has a term of three years and accrues interest at the prime rate plus
2.5% per year (7.50% as of December 31, 2004). The Note is secured by all our
assets and the assets of our subsidiaries. The Note consists of a non-
restricted facility of $2.5 million and a restricted facility of $2.5 million.
The non-restricted facility was used to pay off an outstanding line of credit of
approximately $1.5 million, with the remaining $1.0 million, net of transaction
fees, being used for working capital. The second $2.5 million facility is
restricted for either additional working capital requirements or for a future
acquisition, which is a part of our strategic long-term growth plan. These funds
are subject to a security interest in favor of Laurus and have been deposited in
a separate controlled bank account as security for our obligations under the
Securities Purchase Agreement and other related agreements. (See financial
footnote 6 entitled "Convertible Debt.")

As a result of receiving the loan for Laurus, we were able to increase our sales
focus and obtain contracts not previously attainable. The nature of our
contracts result in us needing to have cash available to pay our employees and
contractors before we receive payment on our invoices from our customers. Before
the Note, we had to be more selective about the jobs on which we could propose
in order to have sufficient funds to pay our staff. As a result of our increased
sales efforts, we were able to receive contracts that have increased our cash
available for operations. We anticipate current and future contracts to continue
to provide us the cash necessary to fund our operations and to pay the principal
and interest due on the Note.

                                     30




DIRECTORS AND EXECUTIVE OFFICERS

The Company has a Board of Directors which is currently comprised of three
members. Each director holds office until the next annual meeting of
shareholders or until a successor is elected or appointed.  The members of
our Board of Directors and our executive officers and their respective age
and position are as follows:
                                                              Director of
        Name         Age    Position with Registrant       Registrant Since
-----------------    ---    ------------------------       ----------------
Peter R. Sollenne     56    CEO/Director                    April, 2004
Kelly Alberts         37    President/COO/Director          April, 2004
Tony Allocca          61    VP Ops/Director                 April, 2004
David Vandertie       44    Chief Financial Officer          N/A

Biographies
-----------

Peter R. Sollenne, Chief Executive Officer/Director
---------------------------------------------------

Mr. Sollenne has served as our Chief Executive Officer since December 2003.
From May 2000 to December 2003, Mr. Sollenne was President and Chief Executive
Officer at FastBreak Growth, Inc. a strategic management consulting and
business solutions company.  From December 1998 to May 2000, Mr. Sollenne
was Chief Executive Officer, President and Chief Operating Officer of
re-Solutions, Inc., an information technology professional services company.
Mr. Sollenne received his Bachelors of Science in Accounting/Business
Administration from Boston College and is a CPA.

Kelly Alberts, Co-Founder, President/COO/Director
-------------------------------------------------

Mr Alberts has served as our President and Chief Operating Officer since our
inception in 1996. Mr. Alberts received his Bachelors of Science from the
University of Iowa.


Tony Allocca, Co-Founder, Vice President Operations/Director
------------------------------------------------------------

Mr. Allocca has served as our Vice President of Operations since our inception
in 1996. Mr. Allocca is a graduate of the University of Maryland and served in
the United States Air Force.

                                     31




David Vandertie, Chief Financial Officer
----------------------------------------

Mr. Vandertie has served as our Chief Financial Officer since January 2005.
From June 2004 to December 2004, Mr. Vandertie was a financial consultant.
From May 2002 to June 2004, Mr. Vandertie was Vice President and Chief
Financial Officer at Althea Technologies, Inc., a biotech contract service
organization.  From June 2000 to May 2002, Mr. Vandertie was Director of
Finance and Purchasing at Torrey Mesa Research Institute, a subsidiary of
Syngenta AG.  From April 1999 to June 2000, Mr. Vandertie was Corporate
Controller at Quidel Corporation, a manufacturer of diagnostic test kits.
Mr. Vandertie is a graduate of the University of Wisconsin, Whitewater, where
he earned a Bachelor of Business Administration Degree in Accounting, and is
a CPA.


Family Relationships
--------------------

None.


Audit Committee
---------------

The company does not have a separately-designated standing Audit Committee.
The members of the Board of Directors sit as the Audit Committee.  Accordingly,
the Company does not have an audit committee financial expert.

Code of Ethics
--------------

The company has not adopted a Code of Ethics for the Board and the salaried
employees.

                                     32





Committees and Procedures
-------------------------

     (1)  The registrant has no standing audit, nominating and compensation
          committees of the Board of Directors, or committees performing
          similar functions.  The Board acts itself in lieu of committees
          due to its small size.

     (2)  The view of the board of directors is that it is appropriate for the
          registrant not to have such a committee because its sole director
          participates in the consideration of director nominees and the
          board is so small.

     (3)  The sole member of the Board who acts as nominating committee is
          not independent, pursuant to the definition of independence of a
          national securities exchange registered pursuant to section 6(a)
          of the Act (15 U.S.C. 78f(a).

     (4)  The nominating committee has no policy with regard to the
          consideration of any director candidates recommended by security
          holders, but the committee will consider director candidates
          recommended by security holders.

     (5)  The basis for the view of the board of directors that it is
          appropriate for the registrant not to have such a policy is that
          there is no need to adopt a policy for a small company.

     (6)  The nominating committee will consider candidates recommended by
          security holders, and by security holders in submitting such
          recommendations.

     (7)  There are no specific, minimum qualifications that the nominating
          committee believes must be met by a nominee recommended by security
          holders except to find anyone willing to serve with clean background.

     (8)  The nominating committee's process for identifying and evaluation
          nominees for director, including nominees recommended by security
          holders, is to find anyone willing to serve with clean background.
          There are no differences in the manner in which the nominating
          committee evaluates nominees for director based on whether the
          nominee is recommended by a security holder, or found by the board.

                                     33



                            EXECUTIVE COMPENSATION

Compensation for 2004 is noted below.  We do not have any employment contracts
for our executive officers or directors.

The following table reflects certain compensation due to be paid to our
Executive Officers during the current fiscal year.




Annual Compensation
                                                                  Other
                                                                 Annual
                                                                 Compen
Name and Principal Position        Year    Salary($)  Bonus ($)  sation ($)
----------------------------------------------------------------------------
                                                     
Kelly Alberts, Pres/COO/Dir.       2004    144,615        -       -

Tony Allocca, VP Ops/Dir.          2004    132,500        -       -

Peter R. Sollenne, CEO/Director    2004    175,000        -       -

Mike Ruchman, VP Sales             2004    150,000    1,500       -

David Vandertie, CFO               2004      6,250        -       -
----------------------------------------------------------------------------





Long Term Compensation
                                               Awards              Payouts
                                        -------------------    ----------------
                                                                          All
                                        Restricted   Number              Other
                                        Stock         of       LTIP     Compen-
                                        Award(s)    Options/   Payouts   sation
Name and Principal Position      Year     ($)       Warrants     ($)      ($)
-------------------------------------------------------------------------------
                                                         
Kelly Alberts, Pres/COO/Dir.     2004   0           0          0        0

Tony Allocca, VP Ops/Dir.        2004   0           0          0        0

Peter R. Sollenne, CEO/Director  2004   0           0          0        0

Mike Ruchman, VP Sales           2004   0           0          0        0

David Vandertie, CFO             2004   0           0          0        0
----------------------------------------------------------------------------

                                     34



                                 OPTION/SAR GRANTS

We did not grant any options or any stock appreciation rights during the year
ended December 31, 2004.  We have not granted any stock appreciation rights.


       LONG-TERM INCENTIVE PLANS ("LTIP") - AWARDS IN LAST FISCAL YEAR

This table has been omitted, as no executive officers named in the Summary
Compensation Table above received any awards pursuant to any LTIP during the
fiscal year ended December 31, 2004.

                           COMPENSATION OF DIRECTORS

No compensation was paid to our Directors for any service provided as a
Director
during the year ended December 31, 2004.  There are no other formal or informal
understandings or arrangements relating to compensation; however, Directors may
be reimbursed for all reasonable expenses incurred by them in conducting our
business.  These expenses would include out-of-pocket expenses for such items
as travel, telephone, and postage.

Employment Contracts
--------------------

We do not have any employment contracts in place with our Officers or
Directors.


Equity Compensation Plan Information
------------------------------------

We do not currently have a formal Employee Benefit and Consulting Services
Compensation Plan in effect.

                                     35



          OWNERSHIP OF SECURITIES BY BENEFICIAL OWNER AND MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership of our common stock as of December 31, 2004 by all persons known by
us to be beneficial owners of more than 5% of its common stock and all of our
officers and directors, both individually and as a group. Unless otherwise
indicated, all shares are directly beneficially owned and investing power is
held by the persons named.



                                              Amount
Title    Name and Address                     of shares           Percent
of       of Beneficial                        held by             of
Class    Owner of Shares       Position       Owner               Class (1)
------------------------------------------------------------------------------
                                                      
Common   Kelly Alberts(2)      Pres/COO/Dir.  5,967,500            31.41%

Common   Tony Allocca(3)       VP Ops/Dir.    4,647,500            24.46%

Common   Peter R. Sollenne(4)  CEO/Director     385,000             2.03%

Common   David Vandertie (5)   CFO                    -                -

Common   Kamill Rohny(6)       Shareholder    1,500,000             7.89%

-----------------------------------------------------------------------------

All Executive Officers as
       a Group (5 persons)                   11,000,000            57.89%



(1)  The percentages listed in the Percent of Class column are based upon
     19,000,000 issued and outstanding shares of Common Stock.

(2)  Kelly Alberts, 505 Lomas Santa Fe Drive, Suite 200, Solana Beach,
     California 92075, he owns 1,529,850 Preferred shares which converts
     to ten-for-one common stock after a holding period of two years.  These
     shares have ten-for-one voting rights.

(3)  Tony Allocca, 505 Lomas Santa Fe Drive, Suite 200, Solana Beach,
     California 92075, he owns 1,191,450 Preferred shares which converts
     to ten-for-one common stock after a holding period of two years.  These
     shares have ten-for-one voting rights.

(4)  Peter R. Sollenne, 505 Lomas Santa Fe Drive, Suite 200, Solana Beach,
     California 92075, he owns 98,700 Preferred shares which converts to
     ten-for-one common stock after a holding period of two years.  These
     shares have ten-for-one voting rights.

                                     36




(5)  David Vandertie, 505 Lomas Santa Fe Drive, Suite 200, Solana Beach,
     California, 92075

(6)  Kamill Rohny, 2078 Redwood Crest, Vista, California  92081-7340.



                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Through a Board Resolution, the Company hired the professional services of
Beckstead & Watts, LLP, Certified Public Accountants, to perform the annual
audit of the Company's financial statements.  Beckstead & Watts, LLP own no
stock in the Company.

The company has no formal contracts with its accountant, they are paid on a
fee for service basis.


                         DESCRIPTION OF THE TRANSACTIONS

On October 14, 2004, IT&E International Group entered into an Acquisition
Agreement and Plan of Merger with Clinical Trials Assistance Corporation,
through its wholly-owned subsidiary, Merger Sub.  Pursuant to the Acquisition
Agreement, Clinical Trials acquired IT&E in exchange for 11,000,000 shares of
the Registrant's common stock which were issued to the holders of IT&E stock
and 2,820,000 preferred shares, which can be converted for common shares at a
ten-for-one ratio, after they are held for two years.  Additionally, once the
merger was consummated and further to the Agreement, the then controlling
stockholder of the Registrant, cancelled 28,000,000 shares of the Registrant's
Common Stock held by him.  Clinical Trials and IT&E were engaged in the same
general business.  The transaction contemplated by the Agreement was intended
to be a "tax-free" reorganization pursuant to the provisions of Section 351 and
368(a)(1)(A) of the Internal Revenue Code of 1986, as amended.

                                     37




                              SELLING SHAREHOLDERS

The following table sets forth information regarding the beneficial ownership of
common stock as of December 31, 2004 by the selling stockholder and the shares
issuable upon conversion of the secured convertible term note and upon exercise
of the warrants being offered by the selling stockholder.

Laurus Master Fund, Ltd. is offering for resale up to an aggregate of 9,102,612
shares of our common stock. In October 2004, we entered into a securities
purchase agreement with Laurus, pursuant to which we sold a secured convertible
term note in an aggregate principal amount of $5,000,000, due October 18, 2007,
with interest at prime rate plus 2.50% per annum. We are obligated, at Laurus'
sole discretion to issue to Laurus an additional note up to $2,000,000 prior to
July 15, 2005. Such note, if any, will be governed by the terms and conditions
of the securities purchase agreement. Prior to October 18, 2007, Laurus may
convert the note, including principal and accrued interest, into shares of
common stock at an initial conversion price of $0.75 per share, subject to
certain adjustments. As of July 15, 2005, there was $4,700,000 in principal
amount outstanding under the Laurus note. In connection with this note, we
issued to Laurus a warrant to purchase up to 1,924,000 shares of our common
stock. The warrant is fully vested and exercisable at any time until October 18,
2011. The exercise price for the first 962,000 shares is $0.94 per shares and
the exercise price for the second 962,000 shares is $1.12 per share, subject to
certain adjustments. In connection with the transaction, we paid to Laurus a fee
equal to 3.5% of the aggregate principal amount of the note.

To our knowledge, Laurus is not a registered broker-dealer. Laurus is deemed as
an underwriter. Unless otherwise described below, to our knowledge, neither
selling stockholder nor any of its affiliates has held any position or office
with, been employed by or otherwise has had any material relationship with us or
our affiliates during the three years prior to the date of this prospectus.

Information with respect to beneficial ownership of the selling stockholder is
based upon information furnished by the selling stockholder. Information with
respect to shares owned beneficially after the offering assumes the sale of all
of the shares offered and no other purchases or sales of common stock.


                                     38





                                                  Number
                            Shares Beneficially   of        Shares Beneficially
                            Owned Prior to        Shares    Owned After
                            Offering (1)          Being     Offering (1)
Name of Beneficial Owner    Number    Percent     Offered   Number   Percent
-----------------------     ------    -------     -------   ------   -------
                                                       
Laurus Master Fund, Ltd.(2)  948,000  4.99%       9,102,612   0       -
----------------------------------------------------------------------------

________________________
(1)There were 19,000,000 shares of common stock outstanding as of September 30,
   2004. In computing the number of shares of common stock beneficially owned
   by a person or entity and the percentage ownership of that person or entity
   prior to the offering, we deemed outstanding shares of common stock subject
   to options and shares of common stock subject to convertible securities held
   by that person that are currently exercisable or exercisable within 60 days
   of September 30, 2004.   However, in computing the number of shares of
   common stock beneficially owned by a person or entity and the percentage of
   ownership of that person or entity after the offering, we have assumed that
   19,000,000 shares of common stock will be outstanding upon completion of the
   offering assuming conversion and exercise of all outstanding convertible
   securities held by the selling stockholder listed above.

(2)Eugene Grin and David Grin are the sole members of Laurus Capital Management
   L.L.C., the manager of Laurus Master Fund Ltd., and consequently have voting
   and investment control over the securities held by Laurus Master Fund Ltd.
   The selling stockholder holds a convertible note and a warrant to purchase
   shares of our common stock as set forth in the Selling Stockholder table and
   has exercised his right to include such shares in this prospectus pursuant
   to a registration rights agreement dated October 18, 2004.  As of the date
   hereof, the selling stockholder has not converted any portion of the note or
   exercised the warrant.  Under the terms of the secured convertible term not
   and the warrant, the selling stockholder may not convert the note or the
   warrant if the number of shares issued upon such conversion and/or exercise
   would cause the selling stockholder to beneficially own more than 4.99% of
   our issued and outstanding shares of common stock without 75 days prior
   notice.


                                     39



                              PLAN OF DISTRIBUTION

We are registering an aggregate 9,102,612 shares of common stock covered by this
prospectus on behalf of the Selling Shareholders. The selling stockholder may
offer and sell the shares covered by this prospectus at various times. As used
in this prospectus, the term "selling stockholder" includes donees, pledgees,
transferees or other successors-in-interest selling shares received from a named
selling stockholder as a gift, partnership distribution, or other
non-sale-related transfer after the date of this prospectus. The selling
stockholder will act independently of IT&E in making decisions with respect to
the timing, manner and size of each sale. The shares may be sold by or for the
account of the selling stockholder in transactions on the Over-the-Counter
Bulletin Board or otherwise. These sales may be made at fixed prices, at market
prices prevailing at the time of sale, at prices related to prevailing market
prices, or at negotiated prices. The shares may be sold by means of one or more
of the following methods:

      o  a block trade in which the broker-dealer so engaged will attempt
         to sell the shares as agent, but may position and resell a portion of
         the block as a principal to facilitate the transaction;

      o  purchases by a broker-dealer as principal and resale by that
         broker-dealer for its account pursuant to this prospectus;

      o  ordinary brokerage transactions in which the broker solicits
         purchasers;

      o  in connection with the loan or pledge of shares registered
         hereunder to a broker-dealer, and the sale of the shares so loaned or
         the sale of the shares so pledged upon a default;

      o  in connection with the writing of non-traded and exchange-traded
         call options, in hedge transactions and in settlement of other
         transactions in standardized or over-the-counter options;

      o  privately negotiated transactions; or

      o  in a combination of any of the above methods.

If required, we will distribute a post-effective amendment to the registration
statement to include any additional or changed material information regarding
the plan of distribution and to reflect any fundamental change in the
information in the registration statement.

The selling stockholder may sell the shares described in this prospectus
directly to purchasers or to or through broker-dealers, which may act as agents
or principals. In effecting sales, broker-dealers engaged by the selling
stockholder may arrange for other broker-dealers to participate in resales.
Broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the selling stockholder or from the purchasers of the shares or
from both. This compensation may exceed customary commissions. The selling
stockholder may also transfer, devise or gift these shares by other means not
described in this prospectus.

                                     40





The selling stockholder also may resell all or a portion of the shares covered
by this prospectus that qualify for sale under Rule 144 of the Securities Act
and any applicable state securities laws in open market transactions in reliance
upon Rule 144 under the Securities Act and such state securities laws. The
selling stockholder has not advised us of any specific plans for the
distribution of the shares covered by this prospectus. When and if we are
notified by the selling stockholder that any material arrangement has been
entered into with a broker-dealer or underwriter for the sale of a material
portion of the shares covered by this prospectus, we will file a prospectus
supplement or post-effective amendment to the registration statement with the
SEC. This supplement or amendment will include the following information:

      o  the name of the participating broker-dealer(s) or underwriters;

      o  the number of shares involved;

      o  the price(s) at which the shares were sold;

      o  the commissions paid or discounts or concessions allowed by the
         selling stockholder to the broker-dealers or underwriters, if any;
         and

      o  other information material to the transaction.

The selling stockholder and any broker-dealers, agents or underwriters that
participate with the selling stockholder in the distribution of the shares may
be deemed to be "underwriters" within the meaning of the Securities Act of 1933.
Any commissions paid or any discounts or concessions allowed to any of those
persons, and any profits received on the resale of the shares purchased by them,
may be deemed to be underwriting commissions or discounts under the Securities
Act. The selling stockholder will be subject to the prospectus delivery
requirements of the Securities Act. We have advised the selling stockholder that
the anti-manipulation rules promulgated under the Exchange Act, including
Regulation M, may apply to sales of the shares offered by the selling
stockholder.

The selling stockholder may agree to indemnify any agent, broker or dealer that
participates in sales of common stock against liabilities arising under the
Securities Act from sales of common stock.

We will not receive any proceeds from the sale of the shares by the selling
stockholder. However, we will receive the exercise price if a selling
stockholder exercises its warrant. We cannot be certain as to when and if this
warrant will be exercised.

IT&E has agreed to bear all expenses of registration of the shares, including
fees and expenses, if any, of one counsel to the selling stockholder. Any
commissions, discounts, concessions or other fees, if any, payable to
broker-dealers in connection with any sale of the shares will be borne by the
selling stockholder selling those shares.

                                      41





There can be no assurances that the selling stockholder will sell all or any of
the shares of common stock offered under this prospectus.

This registration statement to which this prospectus relates is being filed
pursuant to the Investors Agreement. Subject to the terms and conditions of the
Registration Rights Agreement, we agreed to keep this registration statement
effective until the earlier of:

      o  the date as of which all shares of our common stock registered
         under this registration statement have been sold; or

      o  the date as of which the selling stockholder may sell all its
         shares of our common stock registered under this registration
         statement during any 90 day period pursuant to Rule 144 of the
         Securities Act and are registered or qualified or exempt form
         registration or qualification under the registration, permit or
         qualification of all applicable state securities laws.



                            DESCRIPTION OF SECURITIES

We are authorized to issue 70,000,000 shares of Common Stock, par value $0.001
per share, and 15,000,000 shares of Preferred Stock, par value $0.01 per share.
As of December 31, 2004, there were issued and outstanding (i) 19,000,000 shares
of Common Stock held of record by approximately 200 shareholders (ii) 2,820,000
shares of Series C Preferred Stock held of record by three shareholders which
can be converted for common shares at a ten-for-one ratio, after they are held
for two years.


Common Stock
------------

We are authorized to issue up to 70,000,000 Shares of Common Stock, $0.001 par
value per share, which may be issued from time-to-time as designated by our
Board of Directors

Holders of shares of Common Stock are entitled to cast one vote for each share
held at all shareholder's meetings for all purposes, including the election of
directors and to share equally on a per share basis in such dividends as may be
declared by the Board of Directors out of funds legally available therefor.
Upon our liquidation or dissolution, and after satisfaction of all liabilities
and preferences of the outstanding Preferred Stock, holders of Common Stock
will be entitled to share equally, on a pro rata basis, in the remainder of our
assets legally available for distribution to the holders of Common Stock.  No
holder of Common Stock has a preemptive or preferential right to purchase or
subscribe for any additional shares of Common Stock.  The Common Stock does not
have cumulative voting rights.


                                     42





Preferred Stock
---------------

We are authorized to issue up to 15,000,000 Shares of Preferred Stock, $0.001
par value per share, which may be issued from time-to-time in one or more
series, the terms of which may be designated by the Board of Directors without
further action by shareholders and may include voting rights, preferences with
respect to dividends, liquidation, conversion and other rights, but will not
have preemptive rights. The issuance of Preferred Stock may reduce the rights of
the holders of Common Stock and therefore, the value of the Common Stock.
Specific rights granted to future holders or Preferred Stock could be used to
restrict our ability to merge with or sell our assets to a third party.

The holders of our Convertible Preferred Stock are entitled to receive
non-cumulative preferential dividends, if and when declared, before any
dividends may be declared in the shares of Common Stock and are entitled to a
preference over holders of Common Stock in the event of a liquidation of our
assets.

We have issued and outstanding 2,820,000 shares of Series C Preferred Stock,
Series A, held of record by three directors of the Registrant which can be
converted for common shares at a ten-for-one ratio, after they are held for two
years.


Anti-Takeover Provisions of Nevada Corporation Law
--------------------------------------------------

The anti-takeover provisions of Sections 78.411 through 78.445 of the Nevada

Corporation Law apply to ITER.  Section 78.438 of the Nevada law prohibits
the Company from merging with or selling ITER or more than 5% of our
assets or stock to any shareholder who owns or owned more than 10% of any
stock or any entity related to a 10% shareholder for three years after the
date on which the shareholder acquired the ITER shares, unless the
transaction is approved by ITER's Board of Directors.  The provisions
also prohibit the Company from completing any of the transactions described
in the preceding sentence with a 10% shareholder who has held the shares more
than three years and its related entities unless the transaction is approved
by our Board of Directors or a majority of our shares, other than shares
owned by that 10% shareholder or any related entity.

                                     43




        INDEMNIFICATION DISCLOSURE FOR SECURITIES ACT LIABILITIES

      Sections 78.7502 and 78.751 of the General Corporation Law of Nevada
provides for the indemnification of officer, directors, and other corporate
agents in terms sufficiently broad to indemnify such persons under certain
circumstances for liabilities (including reimbursement for expenses incurred)
arising under the Securities Act.  Nevada Law provides, among other things,
that a corporation may indemnify a person who was or is a party to or is
threatened to be made a party to, any threatened pending or completed action by
reason of their service to the corporation.  Expenses include attorney's fees,
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with the action suit or proceeding.  In
order to be entitled to indemnification such person must have reasonably relied
on information provided by the corporation or acted in good faith.  Further,
discretionary indemnification may be authorized by the Board of Directors, the
stockholders, a majority vote of a quorum of disinterested directors, of if no
quorum can be obtained, by legal opinion of counsel.  Article V of the
Registrant's Bylaws (Exhibit 3.2 to the Registrant's Form 10-SB (File No. 000-
50095)) provide for indemnification of the Registrant's directors, officers,
employees and other agents to the extent and under the circumstances permitted
by the General Corporation Law of Nevada.

                                     EXPERTS

The consolidated financial statements of IT&E International Group as of, and
for the years ended, December 31, 2004 and 2003, appearing in this prospectus
and registration statement, have been audited by Beckstead and Watts, LLP.
independent registered public accounting firm, as stated in their reports
thereon.


                                LEGAL MATTERS

The validity of the securities offered by the prospectus is being passed upon
for us by the law firm of Foley & Lardner LLP, San Diego, California.


                                     44




                  WHERE YOU CAN FIND MORE INFORMATION ABOUT US

We file annual, quarterly and current reports, information statements and other
information with the SEC. Our filings are available to the public over the
internet at the SEC's web site at http://www.sec.gov.  You may also read and
copy any document we file at the SEC's Public Reference Room, 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549. Further information on the Public
Reference Room may be obtained by calling the SEC at 1-800-SEC-0330.

This prospectus is part of a Registration Statement on Form SB-2 filed with the
SEC under the Securities Act. This prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the SEC. For further
information, reference is made to the Registration Statement and the exhibits
filed as a part thereof, which may be found at the location and website
referenced above.

Our website is http://www.iteinternational.com.  We make available free of
charge, on or through our website, our annual, quarterly and current reports,
and any amendments to those reports, as soon as reasonably practicable after
electronically filing such reports with the SEC. Information contained on our
website is not part of this registration statement.


You may also request a copy of our most recent annual report on Form 10-KSB,
and any Exchange Act reports filed after the most recent Form 10-KSB, by
writing or calling us at:

                   IT&E International Group
                   505 Lomas Santa Fe Drive, Suite 200
                   Solana Beach, California 92075
                   Attn:  Peter R. Sollenne, Chief Executive Officer
                   Telephone: (858) 366-0970

Exhibits to the documents incorporated by reference will not be sent, however,
unless these exhibits have been specifically referenced in this prospectus.


                                     45





             INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                            December 31, 2003
                            December 31, 2004
                            March 31, 2005

IT&E International Group                                                  Page
                                                                        ------

Report of Independent Registered Public Accounting Firm...............    F-1
Balance Sheets as of December 31, 2004 and 2003.......................    F-2
Statements of Operations for the years ended December 31, 2004 and 2003   F-3
Statements of Stockholders' Equity for the years ended December 31,
   2004 and 2003                                                          F-4
Statements of Cash Flows for the years ended December 31,
   2004 and 2003......................................................    F-5
Notes to Consolidated Financial Statements............................   F-6-17

Balance Sheets as of March 31, 2005 and December 31, 2004............    F-18
Statements of Operations for the three months ended March 31,
    2005 and 2004                                                        F-19
Statements of Cash Flows for the three months ended December 31,
    2005 and 2004....................................................    F-20
Notes to Consolidated Financial Statements............................  F-21-22

                                       46



BECKSTEAD AND WATTS, LLP
----------------------------
CERTIFIED PUBLIC ACCOUNTANTS
                                                   2425 W Horizon Ridge Parkway
                                                            Henderson, NV 89052
                                                             702.257.1984 (tel)
                                                             702.362.0540 (fax)


            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We have audited the accompanying balance sheets of IT&E International Group (the
"Company"), as of December 31, 2004 and 2003, and the related statement of
operations, stockholders' equity, and cash flows for the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We  conducted  our  audit  in accordance with the standards of  Public  Company
Accounting Oversight Board (United  States).   Those  standards require that we
plan  and perform the audit to obtain reasonable assurance  about  whether  the
financial  statements  are  free  of  material misstatement.  An audit includes
examining, on a test basis, evidence supporting  the amounts and disclosures in
the  financial  statements.  An  audit also includes assessing  the  accounting
principles  used and significant estimates  made  by  management,  as  well  as
evaluating the  overall  financial statement presentation.  We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of IT&E International Group as of
December 31, 2004 and 2003, and the results of its operations and cash flows for
the years then ended, in conformity with U.S. generally accepted accounting
principles.


/s/  Beckstead and Watts, LLP
-----------------------------
Henderson, Nevada
March 22, 2005

                                   F-1



                            IT&E International Group
                                 Balance Sheets



                                          December 31,       December 31,
                                              2004              2003
Assets                                    ------------      -------------
                                                      
Current assets:
   Cash - unrestricted                     $   402,779      $    173,236
   Cash - restricted                         2,506,862                 -
   Accounts receivable, net of
     allowance for doubtful accounts
     of $75,000 and $118,118, respectively   2,644,501         1,639,907
   Unbilled revenue                            133,398           195,607
   Prepaid and other current assets             77,175            71,965
                                           ------------      ------------
          Total current assets               5,764,715         2,080,715
                                           ------------      ------------
Fixed assets, net                              313,435            82,618
Loan fees, net                                 807,144                 -
Deposits                                        33,723            23,382
                                           ------------      ------------
                                           $ 6,919,018       $ 2,186,715
                                           ============      ============

Liabilities and Stockholders' Equity

Current liabilities:
   Accounts payable                        $   612,647       $   254,855
   Accrued payroll and employee benefits       322,300           168,296
   Line of credit - bank                             -           855,015
   Current portion of capital lease
     obligations                                 3,089                 -
   Current portion of convertible
     note payable                              666,667                 -
   Deferred rent                                30,293                 -
   Other accrued liabilities                    43,055            27,731
                                           ------------      ------------
         Total current liabilities           1,678,050         1,305,897

Long-term capital lease obligations,
   less current portion                         16,015                 -
Long-term convertible note payable,
   less current portion                      4,333,333                 -
                                           ------------      ------------
                                             6,027,398          1,305,897

Commitments and contingencies

Stockholders' equity:
   Common stock, $.001 par value,
     70,000,000 shares authorized,
     19,000,000 shares issued and
     outstanding                                19,000            100,750
   Preferred stock, Series A,
     $.001 par value, 5,000,000 shares
     authorized, no shares issued and
     outstanding                                     -                 -
   Preferred stock, Series B,
      $.001 par value, 5,000,000 shares
      authorized, no shares issued and
      outstanding                                    -                 -
   Preferred stock, Series C,
      $.001 par value, 5,000,000 shares
      authorized, 2,820,000 shares
      issued and outstanding                     2,820                 -
   Additional paid-in capital                  862,720           273,930
   Retained earnings                             7,080           506,138
                                           ------------      ------------

                                               891,620           880,818
                                           ------------      ------------
                                           $ 6,919,018       $ 2,186,715
                                           ============      ============


The accompanying notes are an integral part of these financial statements.

                                    F-2



                            IT&E International Group
                            Statements of Operations




                                                   For the years ended
                                            ------------------------------
                                                     December 31,
                                                 2004            2003
                                            ------------     -------------
                                                       
Service revenue                             $ 13,437,388     $ 10,018,459
Reimbursement revenue                            405,749          392,426
                                            -------------    -------------
Total revenue                                 13,843,137       10,410,885

Cost of revenue                                9,497,806        6,444,287
Reimbursable out-of-pocket expenses              405,749           392,426
                                            -------------    -------------
Gross profit                                   3,939,582        3,574,173

Operating Expenses:
  General and administrative expenses          2,876,100        2,795,472
  Sales and marketing expenses                   982,077          333,730
  Depreciation expense                            21,588           18,438
  Officer salaries                               457,981          300,000
                                            -------------    -------------
Total operating expenses                       4,337,746         3,447,640
                                            -------------    -------------
Net operating income (loss)                     (398,165)          126,533

Other income (expense):
  Interest income                                  3,298                 -
  Other income (expense)                          32,831            (8,298)
  Interest expense                              (137,022)          (33,206)
                                            -------------    -------------
Total other income (expense)                    (100,893)          (41,504)
                                            -------------    -------------
Income (loss) before provision
     for income taxes                           (499,058)           85,029

Provision for income taxes                             -             3,000
                                            -------------    -------------
Net income (loss)                           $   (499,058)    $      82,029
                                            =============    =============
Weighted average number of
      common shares outstanding - basic
      and fully diluted                       19,000,000        19,000,000
                                            =============    =============
Net income (loss) per share - basic
      and fully diluted                     $      (0.03)    $        0.00
                                            =============    =============



The accompanying notes are an integral part of these financial statements.

                                      F-3





                            IT&E International Group
                       STATEMENTS OF STOCKHOLDERS' EQUITY




STATEMENT OF STOCKHOLDERS' EQUITY
                                                                     Total
                Common Stock   Preferred Stock  Additional           Stock-
               -------------   ---------------  Paid-in    Retained  holders'
               Shares  Amount   Shares Amount   Capital    Earnings  Equity
               ------- ------   ------ -----    ---------  --------  -------
                                                   
Balance,
Dec 31, 2002 19,000,000  $19,000 2,820,000 $2,820 $ 352,860   $424,109 $798,789

Net income                                                       82,029  82,029
             ---------  -------  --------- ------  --------   -------- ---------
Balance,
Dec 31,
2003         19,000,000   19,000 2,820,000  2,820   352,860    506,138   880,818

Issuance of
Warrants                                            509,860        -    509,860

Net loss                                                      (499,058)(499,058)
             ---------  -------  --------- ------  --------   -------- ---------
Balance,
Dec 31,
2004         19,000,000 $19,000  2,282,000 $2,820  $862,720   $  7,080 $891,620
             ========== =======  ========= ======  ========   ======== =========


The accompanying notes are an integral part of these financial statements.

                                      F-4







                            IT&E International Group
                             Statements of Cash Flow


                                                 For the years ended
                                            ------------------------------
                                                     December 31,
                                                 2004            2003
                                            ------------     -------------
                                                       
Cash flows from operating activities
Net income (loss)                              (499,058)          82,029
Adjustments to reconcile net income (loss)
   to net cash used by operating activities:
Depreciation expense                             21,588           18,438
Amortization of loan fees                        60,235                -
Loss on disposal of fixed assets                      -            8,298
Deferred rent                                    30,293                -
Changes in assets and liabilities:
  Accounts receivable                        (1,004,594)        (854,727)
  Unbilled revenue                               62,209         (112,130)
  Prepaid and other current assets               (5,210)           7,170
  Accounts payable                              357,791           48,423
  Accrued payroll and employee benefits         154,004           51,180
  Other accrued liabilities                      15,324            3,000
                                             -----------       ----------
Net cash used by operating activities          (807,418)        (748,319)
                                             -----------       ----------
Cash flows from investing activities
  Purchase of fixed assets, including
     Internal-use software                     (252,405)         (57,355)
  Deposits                                      (10,341)           2,853
  Loan fees                                    (357,519)               -
                                             -----------       ----------
Net cash used by investing activities          (620,265)         (54,502)
                                             -----------       ----------

Cash flows from financing activities
      Proceeds from line of credit              758,000           816,021
  Payments on line of credit                 (1,613,015)                -
  Proceeds from capital lease obligation         20,039                 -
  Payments on capital lease obligations            (935)                -
  Proceeds from convertible note payable      5,000,000                 -
                                             -----------       ----------
Net cash provided by financing activities     4,164,089            816,021
                                             -----------       ----------
Net increase in cash and cash equivalents     2,736,405             13,200
Cash and cash equivalents, beginning of year    173,236            160,036
                                             -----------       ----------
Cash and cash equivalents, end of year        2,909,641            173,236
                                             ===========       ===========
Supplemental disclosures:
      Interest paid                              82,109                  -
                                             ===========       ===========
      Income taxes paid                               -                  -
                                             ===========       ===========



The accompanying notes are an integral part of these financial statements.

                                    F-5




                           IT&E INTERNATIONAL GROUP
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates
----------------

The  preparation  of  consolidated  financial  statements  in  conformity  with
accounting  principles  generally  accepted  in  the  United States of  America
requires management to make estimates and assumptions that  affect the reported
amounts  of  assets  and  liabilities and disclosure of contingent  assets  and
liabilities at the date of  the  financial statements, and the reported amounts
of revenues and expenses during the  reporting  period.   Actual  results could
differ from those estimates.

We  maintain an allowance for doubtful accounts for estimated losses  resulting
from an inability of clients to make required payments. This allowance is based
on account  receivables,  historical  collection  experience,  current economic
trends, and changes in the customer payment terms.






                                F-6






                           IT&E INTERNATIONAL GROUP
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Cash and Cash Equivalents, including Restricted Cash
----------------------------------------------------

We  consider  all  highly  liquid  debt instruments purchased with an  original
maturity of three months or less to  be  cash equivalents.  Our restricted cash
equivalents consist primarily of a short-term  money  market deposit.  Our cash
accounts  are  with  certain  financial institutions.  The  balances  in  these
accounts  exceed  the  maximum U.S  federally  insured  amount.   We  have  not
experienced any losses in  such accounts and we believe that we are not exposed
to any significant credit risk on our cash and cash equivalents.

Revenue Recognition, Accounts Receivable, and Unbilled Receivables
------------------------------------------------------------------

Revenues are derived primarily  from  FDA validation and compliance outsourcing
services, consulting, and systems integration.  Revenues  are  recognized  on a
time-and-materials, level-of-effort, percentage-of-completion, or straight-line
basis. Before revenues are recognized, the following four criteria must be met:
(a) persuasive evidence of an arrangement exists; (b) delivery has occurred  or
services    rendered;    (c) the   fee   is   fixed   and   determinable;   and
(d) collectibility is reasonably  assured. We determine if the fee is fixed and
determinable and collectibility is  reasonably  assured  based  on our judgment
regarding  the  nature  of  the fee charged for services rendered and  products
delivered and the collectibility  of  those  fees. Arrangements range in length
from less than one year to several years.

Revenues from  time-and-materials  arrangements  are generally  recognized based
upon  contracted  hourly  billing  rates as the work  progresses.  Revenues from
level-of-effort  arrangements  are  recognized  based upon a fixed price for the
level of resources provided. Revenues from fixed fee arrangements for consulting
are generally recognized on a rate per hour or percentage-of-  completion basis.
For each of our fixed fee  contracts we maintain  estimates of total revenue and
cost over the contract term. For purposes of periodic financial reporting on the
fixed price consulting  contracts,  we accumulate total actual costs incurred to
date under the  contract.  The ratio of those actual  costs to its  then-current
estimate  of total  costs for the life of the  contract  is then  applied to its
then-current  estimate  of  total  revenues  for  the  life of the  contract  to
determine the portion of total estimated revenues that should be recognized.  We
follow this method because reasonably  dependable  estimates of the revenues and
costs applicable to various stages of a contract can be made. In addition, total
actual costs incurred would  approximate  measuring revenue based on labor hours
since total actual costs are derived from the labor hours incurred.  No material
difference  would  occur if such costs were  measured by total  actual  costs as
compared to labor hours incurred.





                                F-7






                           IT&E INTERNATIONAL GROUP
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Revenues  recognized  on  fixed  price  consulting  contracts  are  subject  to
revisions as the contract progresses to completion. If  we  do  not  accurately
estimate  the  resources required or the scope of the work to be performed,  do
not complete our projects within the planned periods of time, or do not satisfy
our obligations  under  the  contracts,  then  profit  may be significantly and
negatively  affected  or losses may need to be recognized.   Revisions  in  our
contract estimates are  reflected  in  the period in which the determination is
made  that facts and circumstances dictate  a  change  of  estimate.  Favorable
changes  in estimates result in additional revenues recognized, and unfavorable
changes in  estimates  result in a reduction of recognized revenues. Provisions
for estimated losses on  individual  contracts  are made in the period in which
the loss first becomes known.

Over 95% of our contracts are performed on a time and materials basis,  with the
remaining 5% being fixed fee contracts.

At the  beginning  of 2003,  we adopted  EITF  00-21,  "Accounting  for  Revenue
Arrangements  with Multiple  Deliverables,"  which  addresses how to account for
arrangements  that involve the  delivery or  performance  of multiple  products,
services,  and/or  rights to use  assets.  Revenue  arrangements  with  multiple
deliverables  are divided into separate units of accounting if the  deliverables
in the arrangement meet the following criteria: (1) the delivered item has value
to the customer on a  stand-alone  basis;  (2) there is  objective  and reliable
evidence  of the fair  value  of  undelivered  items;  and (3)  delivery  of any
undelivered item is probable.  Arrangement  consideration is allocated among the
separate  units of  accounting  based on their  relative  fair values,  with the
amount  allocated to the delivered  item being limited to the amount that is not
contingent  on the  delivery  of  additional  items or meeting  other  specified
performance conditions.  Our contracts are primarily time and material contracts
devoted to a specific deliverable rather than to multiple deliverables.

On certain contracts,  or  elements of contracts, costs are incurred subsequent
to the signing of the contract,  but  prior  to  the  rendering  of service and
associated   recognition   of  revenue.  Where  such  costs  are  incurred  and
realization of those costs is  either  paid  for  upfront  or guaranteed by the
contract,  those  costs  are  deferred  and later expensed over the  period  of
recognition of the related revenue. At December 31,  2004 and 2003, the Company
had deferred $0 and $170,255, respectively, of such deferred costs.

Unbilled receivables represent revenues recognized for  services performed that
were not billed at the balance sheet date. The majority of  these  amounts  are
billed  in  the subsequent month. As of December 31, 2004 and 2003, the Company
had unbilled revenues included in current receivables of $133,398 and $195,607,
respectively.





                                F-8






                           IT&E INTERNATIONAL GROUP
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Reimbursable Out-of-Pocket Expenses
-----------------------------------

In  addition to  the  standard  costs  incurred  to  provide  services  to  our
customers,  we  pay  other  incidental expenses, in excess of contract amounts,
which are generally reimbursable  under  the  terms  of  the  contract.   These
expenses  are  recorded  as  both  revenues  and  direct  cost  of  services in
accordance   with   the   provisions   of   EITF   01-14,   "Income   Statement
Characterization   of  Reimbursements  Received  for  `Out-of-Pocket'  Expenses
Incurred."


Credit Risks
------------

Financial instruments that subject us to concentrations of credit risks consist
primarily  of cash and  cash  equivalents  and  billed  and  unbilled  accounts
receivable.   Our   clients  are  primarily  involved  in  the  healthcare  and
pharmaceutical industries.  The significant majority of our accounts receivable
exposure is to large,  well  established  firms.  Concentrations of credit risk
with respect to billed and unbilled accounts  receivable are mitigated, to some
degree,  based  upon  the  nature  of our clients.   Management  considers  the
likelihood of material credit risk exposure as remote.

The  healthcare  and  life sciences industries  may  be  affected  by  economic
factors,  which  may  impact   accounts   receivable.  At  December  31,  2004,
approximately  75%  of the outstanding trade  receivables  are  due  from  nine
customers who also accounted  for  approximately 65% of total sales. Management
does  not  believe  that  any single customer  or  geographic  area  represents
significant credit risk.

Fair Value of Financial Instruments
-----------------------------------

The carrying value of cash  and  cash  equivalents,  restricted  cash, accounts
receivable,  accounts payable, and certain other liabilities approximate  their
estimated fair  values  due  to  the  short-term  nature  of these instruments.
Investments available for sale are carried at fair value.






                                F-9






                           IT&E INTERNATIONAL GROUP
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Property and Equipment
----------------------

Property and equipment are stated at cost.  Depreciation  and  amortization  are
provided on a  straight-line  basis in amounts  sufficient to relate the cost of
depreciable assets to operations over their estimated service lives, which range
from three to seven years.  Leasehold  improvements are amortized over the lives
of the respective leases or the service lives of the improvements, whichever are
shorter.

We account for costs incurred to develop  computer  software for internal use in
accordance  with Statement of Position  (SOP) 98-1,  Accounting for the Costs of
Computer  Software  Developed or Obtained  for Internal  Use. As required by SOP
98-1, we capitalize the costs incurred during the application development stage,
which include costs to design the software configuration and interfaces, coding,
installation,  and testing.  Costs incurred during the preliminary project along
with  post-implementation  stages of internal use computer software are expensed
as incurred. Capitalized development costs are amortized over various periods up
to three  years.  Costs  incurred to maintain  existing  product  offerings  are
expensed  as   incurred.   The   capitalization   and  ongoing   assessment   of
recoverability of development costs requires considerable judgment by management
with  respect  to certain  external  factors,  including,  but not  limited  to,
technological  and economic  feasibility,  and estimated  economic life. For the
years ended  December 31, 2004 and December 31,  2003,  we  capitalized  product
development  costs of  $210,444  and  $16,000,  respectively,  and will begin to
amortize such costs in 2005 over the estimated useful life of three years.

Upon  sale  or  retirement of property and equipment,  the  costs  and  related
accumulated depreciation are eliminated from the accounts, and any gain or loss
on such disposition  is reflected in the consolidated statements of operations.
Expenditures for repairs and maintenance are charged to operations as incurred.

Income Taxes
------------

Income  taxes are computed  using  the  asset  and  liability  approach,  which
requires  the  recognition  of  deferred  tax  assets  and  liabilities for the
expected  future  tax consequences of events that have been recognized  in  our
financial statements or tax returns.  In estimating future tax consequences, we
generally consider  all  expected  future  events  other  than the enactment of
changes in tax law or rates.  If it is more likely than not  that  some portion
or  all of a deferred tax asset will not be realized, a valuation allowance  is
recorded.


Net Income (Loss) Per Share
---------------------------

Net income (loss) per basic share is computed using the weighted average number
of common  shares  outstanding. Net income (loss) per diluted share is computed
using  the  weighted  average   common   shares  and  potential  common  shares
outstanding.  Dilution is computed by applying the treasury stock method. Under
this method, options and warrants are assumed  to be exercised at the beginning
of the period (or at the time of issuance, if later),  and as if funds obtained
thereby were used to purchase common stock at the average  market  price during
the  period.   Warrants  to  purchase  3,924,000  shares  of  common stock were
outstanding during 2004, but were not included in the computation  of  earnings
per  diluted  shares  because the effect would be antidilutive.  There were  no
stock options issued and outstanding as of December 31, 2004 and 2003.



                                F-10






                           IT&E INTERNATIONAL GROUP
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Recent Accounting Pronouncements
--------------------------------

In  December  2004, the Financial  Accounting  Standards  Board  (FASB)  issued
Statement of Financial  Accounting Standard No. 123 (revised 2004) "Share-Based
Payment"  ("SFAS  123R), which  is  a  revision  of  FASB  Statement  No.  123,
Accounting  for  Stock-Based  Compensation.  Statement  123(R)  supersedes  APB
Opinion No. 25, Accounting  for  Stock  Issued  to  Employees,  and amends FASB
Statement No. 95, Statement of Cash Flows. Generally, the approach in Statement
123R is similar to the approach described in Statement 123.  However, Statement
123R  requires  all  share-based  payments  to  employees, including grants  of
employee stock options, to be recognized in the income statement based on their
fair values. Pro forma disclosure is no longer an alternative.

Statement 123R must be adopted no later than July 1, 2005.  Early adoption will
be  permitted  in  periods  in which financial statements  have  not  yet  been
issued.  We expect to adopt Statement  123R  on  July  1, 2005.  Statement 123R
permits public companies to adopt its requirements using one of two methods:

1. A  "modified prospective" method in which compensation  cost  is  recognized
beginning  with  the  effective date (a) based on the requirements of Statement
123R for all share-based  payments  granted  after  the  effective date and (b)
based on the requirements of Statement 123 for all awards  granted to employees
prior  to  the  effective  date of Statement 123R that remain unvested  on  the
effective date.

2. A "modified retrospective"  method  which  includes  the requirements of the
modified  prospective  method  described  above, but also permits  entities  to
restate  based on the amounts previously recognized  under  Statement  123  for
purposes of pro forma disclosures either (a) all prior periods presented or (b)
prior interim periods of the year of adoption.

We are currently  evaluating  the  two  different  methods  for the adoption of
Statement 123 and have not determined which of the two methods we will adopt.

To  date, we have not issued stock-based payments to our employees,  though  we
anticipate  the  issuance  of  stock options during 2005.  As such, we have not
recognized any stock-based compensation during 2004 and 2003.

We believe that the adoption of  Statement 123R's fair value method will have a
material impact on our result of operations, although it will have no impact on
our overall financial position.  The  impact  of  adoption  of  Statement  123R
cannot  be  predicted  at  this time because it will depend on levels of share-
based payments granted in the future. Statement 123R also requires the benefits
of tax deductions in excess of recognized compensation cost to be reported as a
financing cash flow, rather  than  as  an operating cash flow as required under
current literature.  This requirement will  reduce net operating cash flows and
increase  net  financing  cash  flows in periods  after  adoption.   We  cannot
estimate what those amounts will  be  as it will depend on the levels of share-
based payments granted in the future.

                                F-11



                           IT&E INTERNATIONAL GROUP
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


In May 2003, the FASB issued SFAS No. 150,  "Accounting  for  Certain Financial
Instruments with Characteristics of both Liabilities and Equity."  SFAS No. 150
establishes  standards  for  how  an  issuer  classifies  and  measures certain
financial instruments with characteristics of both liabilities and  equity.  It
requires  that  an  issuer  classify  a financial instrument that is within its
scope  as  a  liability  (or an asset in some  circumstances).  Many  of  these
instruments were previously  classified as equity. The guidance in SFAS No. 150
is generally effective for all  financial  instruments entered into or modified
after May 31, 2003, and otherwise is effective  at  the  beginning of the first
interim  period  beginning  after  June 15,  2003. We do not believe  that  the
adoption  of  SFAS  No. 150  will  have  a material  impact  on  our  financial
statements.

In December 2003, the Securities and Exchange  Commission  (SEC)  issued  Staff
Accounting  Bulletin No. 104 (SAB 104), "Revenue Recognition", which supersedes
SAB 101, "Revenue  Recognition  in  Financial  Statements."  SAB  104's primary
purpose is to rescind the accounting guidance contained in SAB 101  related  to
multiple-element  revenue  arrangements  that was superseded as a result of the
issuance  of  EITF 00-21, "Accounting for Revenue  Arrangements  with  Multiple
Deliverables"  and  to  rescind  the  SEC's  related  "Revenue  Recognition  in
Financial Statements  Frequently  Asked  Questions and Answers" issued with SAB
101 that had been codified in SEC Topic 13,  "Revenue  Recognition."  While the
wording  of  SAB  104  has  changed  to reflect the issuance of EITF 00-21, the
revenue  recognition principles of SAB 101  remain  largely  unchanged  by  the

issuance of SAB 104, which was effective upon issuance. The adoption of SAB 104
did not have  a  material  effect  on  our  financial  position  or  results of
operations.

Reclassification
----------------

Certain  amounts  in  the  2003 financial statements have been reclassified  to
conform to the presentation of the 2004 financial statements.

3. MERGER WITH CLINICAL TRIALS ASSISTANCE CORPORATION

On  April 14, 2004, the Company,  Clinical  Trials  Assistance  Corporation,  a
Nevada  corporation   ("CTAL"),  and  Clinical  Trials  Assistance  Acquisition
Corporation,  a  Nevada corporation ("Merger Sub"), entered into an Acquisition
Agreement and Plan  of  Merger (collectively the "Agreement") pursuant to which
CTAL,  through  its wholly-owned  subsidiary,  Merger  Sub,  acquired  IT&E  in
exchange for 11,000,000  shares  of  CTAL common stock which were issued to the
holders of IT&E stock (the "Merger").   Immediately  after  the Acquisition was
consummated,  and  further  to  the  Agreement, CTAL's controlling  stockholder
cancelled  28,000,000  shares  of  CTAL's   Common   Stock  held  by  him  (the
"Cancellation").  The transaction contemplated by the Agreement was intended to
be a "tax-free" reorganization pursuant to the provisions  of  Section  351 and
368(a)(1)(A) of the Internal Revenue Code of 1986, as amended.

                                F-12




                           IT&E INTERNATIONAL GROUP
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



The  stockholders  of  IT&E  (three  stockholders  owning  481,500 shares), who
unanimously approved the acquisition as of the closing date  of  the Merger and
after  giving  effect  to  the Cancellation, now own approximately 80%  of  the
CTAL's outstanding common stock.   This  figure  is  based  on  the issuance of
9,000,000  shares of $0.001 par value common stock and the share dilution  upon
conversion of the 2,000,000 warrants into common stock.

This  transaction was accounted for as a reverse merger,  since the stockholders
of IT&E own a majority of the issued and  outstanding  shares of common stock of
CTAL, and the directors and executive  officers of IT&E became the directors and
executive  officers of the CTAL. No goodwill or other intangible was recorded as
a part of this  transaction  and the cost of the  transaction  was  expensed  as
incurred.  In accordance with reverse merger  accounting  guidelines,  all share
issuances and per share  calculations  reflect the issuance of the merger shares
on a retroactive basis "as if" the shares were issued from the date of inception
of IT&E before the merger with CTAL.

As  a part of this transaction,  2,000,000  warrants  were  issued  to  several
individuals  for  cash totaling $2,000.  The warrants are convertible on a one-
for-one basis at a  price  to  be  agreed  upon  on  the  exercise  date by the
Company's board of directors and the warrant holders.  The exercise date is not
sooner than one year and not later than five years.


4. ADVANCES TO EMPLOYEES

At  December  31,  2004 and 2003, the Company had advanced $21,525 and $46,971,
respectively, to certain employees.  The notes are non-interest bearing and due
during  2005.   During   2005,  an  employee  advance  of  $20,000  was  deemed
uncollectible.

5. PROPERTY AND EQUIPMENT

Property  and  equipment at  December  31,  2004  and  2003  consisted  of  the
following:

                                                  2004        2003
                                              ---------     ---------
             Computers                        $ 135,971     $ 113,940
             Furniture and fixtures              41,007       21,082
             Internal-use software              210,444       16,000
             Leasehold improvements              17,898        1,731
                                              ---------     ---------
                                                405,320      152,753
             Less accumulated depreciation    (  91,885)   (  70,135)
                                              ---------     ---------
                                              $ 313,435     $ 82,618
                                              =========     =========

Depreciation expense  totaled  $21,588  and  $18,438  during  the  years  ended
December 31, 2004 and 2003, respectively.


                                F-13




                           IT&E INTERNATIONAL GROUP
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


6. CONVERTIBLE DEBT

On  October  18,  2004,  we  issued  a $5,000,000 secured convertible term note
("Note") to Laurus Master Fund, Ltd. ("Laurus").   The Note is convertible into
shares of our common stock at an initial conversion  price  of $0.75 per share.
Pursuant to this agreement, we also issued to Laurus a warrant  ("Warrant")  to
purchase  up  to  1,924,000 shares of our common stock, of which 962,000 shares
will have an exercise  price  of $0.94 and 962,000 shares will have an exercise
price of $1.12.  The warrants expire on October 18, 2011.

The Note has a term of three years  and accrues interest at the prime rate plus
2.5% per year (7.50% as of December 31,  2004).  The Note is secured by all our
assets  and  the assets of our subsidiaries.   The  Note  consists  of  a  non-
restricted facility  of $2.5 million and a restricted facility of $2.5 million.
The non-restricted facility  was  used to pay off an outstanding line of credit
of  approximately  $1.5  million, with  the  remaining  $1.0  million,  net  of
transaction fees, being used  for  working  capital.   The  second $2.5 million
facility  is restricted for either additional internal growth  working  capital
requirements  or  for  a  future  acquisition, which is a part of our strategic
long-term growth plans.  These funds are under the sole dominion and control of
Laurus as security for our obligations  under the Securities Purchase Agreement

and other related agreements.

Interest on the unrestricted principal amount  is  payable monthly, in arrears,
on  the  first  business day of each calendar month until  the  maturity  date.
Under the terms of  the  Note,  the  monthly  interest  payment and the monthly
principal payment are payable either in cash at 103% of the  respective monthly
amortization amounts or, if certain criteria are met, in shares  of  our common
stock. The minimum monthly principal repayment of $83,333.33 commences  on  May
1,  2005,  and  continues  through  the  October  18,  2007  maturity date. The
principal criteria for the monthly payments to be made in shares  of our common
stock include:

   o   the  effectiveness  of a current  registration  statement  covering
       the shares of our common stock  into  which  the  principal and interest
       under the Note are convertible;

   o   an average closing price of our common stock for the previous five
       trading days greater  than or equal to 110% of the fixed conversion
       price; and

   o   the  amount  of  such  conversion not exceeding 25% of the aggregate
       dollar trading volume of our  common  stock  for the previous 22 trading
       days.


                                F-14





                           IT&E INTERNATIONAL GROUP
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


We may prepay the non-restricted facility of the Note  at  any  time  by paying
125% of the principal amount then outstanding, together with accrued but unpaid
interest  thereon.   We may also prepay the restricted facility of the Note  at
any time by paying 115% of the principal amount then outstanding, together with
accrued but unpaid interest  thereon.  Upon an event of default under the Note,
Laurus may demand repayment of  the  outstanding principal balance at a rate of
125% of the non-restricted facility of  the  Note  and  115% of the outstanding
principal  balance of the restricted facility, plus any accrued  interest.   If
the Note remains  outstanding  after an event of default that is not cured, the
interest rate increases to 1.5% per month.

On a month-by-month basis, if we  register  the shares of common stock issuable
upon conversion of the Note and upon exercise  of the Warrant on a registration
statement declared effective by the Securities and Exchange Commission, and the
market price of our common stock for five consecutive  trading days exceeds the
conversion price by at least 25%, then the interest rate  on  the  Note for the
succeeding calendar month shall be reduced by 1% for every 25% increase  in the
market price of our common stock above the conversion price of the Note, but in
no event shall the interest rate be less than zero percent.

Laurus  also has the option to convert all or a portion of the Note into shares
of our common  stock  at any time, subject to limitations described below, at a
conversion price of $0.75  per share, subject to adjustment as described below.
The Note is currently convertible  into  8,590,667  shares of our common stock,
excluding the conversion of any accrued interest.  Laurus  is  limited  on  its
ability to convert is the conversion of the Note or the exercise of the Warrant
would  cause  the shares then held be Laurus to exceed 4.99% of our outstanding
shares of common  stock  unless  there  has  been an event of default or Laurus
provides us with 75 days prior notice.

We  were obligated to file a registration statement  with  the  Securities  and
Exchange  Commission  ("SEC")  registering  the  resale of shares of our common
stock  issuable  upon conversion of the Note and exercise  of  the  Warrant  by
November 17, 2004,  and to have such Statement declared effective by the SEC by
no later than January  25,  2005.   We timely filed the registration statement,
but it has not yet been declared effective.   If  the registration statement is
not  declared  effective within the timeframe described,  if  the  registration
statement is suspended  other  than  as  permitted  in  the Registration Rights
Agreement, or if our common stock is not listed for three  consecutive  trading
days,  we  are obligated to pay Laurus additional cash fees. The cash fees  are
2.0% of the  original  principal  amount  of the Note for each 30 day period in
which we fail to correct these issues.  Since  the  registration  statement has
not yet been declared effective, we are incurring monthly cash fees to Laurus.



                                F-15





                           IT&E INTERNATIONAL GROUP
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The  fair  value of the warrants has been estimated on the date of grant  using
the Black-Scholes  option  pricing  model.  The  weighted average fair value of
these  warrants are $0.28 and $0.25. The following  assumptions  were  used  in
computing the fair value of these warrants: weighted average risk-free interest
rate of  6.0%, zero dividend yield, volatility of the Company's common stock of
86.81% and  an  expected  life  of  the  warrants  of two years.  Approximately
$510,000 was added to financing costs as a result of  the warrants. No warrants
have been exercised through December 31, 2004. In addition to the costs related
to the warrants, we also incurred approximately, $358,000  of  loan origination
costs  for the debt. We will amortize the total loan costs over the  period  of
the loan.   We  amortized  approximately $60,000 for the period ending December
31, 2004.


Future maturities of long-term debt are as follows as of December 31, 2004:

                       2005            $  666,667
                       2006             1,000,000
                       2007             3,333,333
                       2008                     -
                       2009                     -
                    Thereafter                  -
                                       ----------
                                       $5,000,000
                                       ==========


7. COMMITMENTS AND CONTINGENCIES

During 2004, we entered into  a  new capital lease obligation totaling $20,039.
This leased equipment has accumulated  depreciation  of  $1,391 at December 31,
2004.

Future minimum lease payments on the capital lease obligation  at  December 31,
2004 are as follows:

     For the year ending December 31:
             1                                                 $  5,654
             2                                                    5,654
             3                                                    5,654
             4                                                    5,654
             5                                                    3,769
                                                               --------
             Total                                               26,385
             Less amount representing interest                  ( 7,281)
                                                               --------
             Present value of capital lease payments           $ 19,104
                                                               ========

The Company also leases its office facilities, certain office space, and living
accommodations  for  consultants on short-term projects under operating  leases
that expire over the next  three  years.  At December 31, 2004, the Company was
obligated under non-cancelable operating leases  with future minimum rentals as
follows:

          Years Ending
               1                                               $ 133,241
               2                                                  97,402
               3                                                  79,971
                                                               ---------
               Total                                           $ 310,614
                                                               =========

Rent expense was $226,036 and $206,154 for the years  ended  December 31,  2003
and 2002, respectively.

                                F-16


                           IT&E INTERNATIONAL GROUP
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

We  are  involved  in  various  legal  actions  arising in the normal course of
business. We believe that the outcome of these matters will not have a material
adverse effect on our financial position or results of operation.

8. PROFIT SHARING PLANS

We provide a 401(k) salary deferral plan for eligible employees.  Employees may
elect to reduce their compensation by an amount that  will not exceed the total
amount allowed by the Internal Revenue Code for all contributions  to qualified
plans.  The plan does provide for discretionary contributions by the  employer.
No  contributions  were  made  by  the  Company to the plan for the years ended
December 31, 2004 and 2003.


                                     F-17



                            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
                                                      ------------   ----------
     Total current assets                               6,175,541     5,764,715
                                                      ------------   ----------

Fixed assets, net                                         308,586       313,435
Loan fees, net                                            734,863       807,144
Deposits                                                   28,881        33,724
                                                      -----------   -----------
                                                      $ 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
                                                      -----------   -----------
     Total current liabilities                          2,450,942     1,678,050
                                                      -----------   -----------

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
                                                      -----------   -----------
                                                        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
                                                      -----------   -----------
                                                          698,136       891,620
                                                      -----------   -----------
                                                      $ 7,247,871   $ 6,919,018
                                                      ==========    ===========



The accompanying notes are an integral part of these financial statements.

                                     F-18



                            IT&E INTERNATIONAL GROUP
                           STATEMENTS OF OPERATIONS
                                  (Unaudited)



STATEMENTS OF OPERATIONS
                                                   For the three months ended
                                                            March 31,
                                                    -----------------------
                                                        2005        2004
                                                    ----------   ----------
                                                           
Service revenue                                    $  4,446,580  $  3,145,018
Reimbursement revenue                                    98,346        60,662
                                                   ------------  ------------
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
                                                   ------------  ------------
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
                                                   ------------  ------------
Total operating expenses                              1,247,481       871,370
                                                   ------------  ------------

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
                                                   ------------  ------------
Total other income (expense)                           (440,472)       (7,196)

Income (loss) before provision for income taxes        (255,984)      269,098

Provision for state income taxes                              -             -
                                                   ------------  ------------
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.



                                     F-19



                            IT&E INTERNATIONAL GROUP
                             STATEMENTS OF CASH FLOW
                                   (Unaudited)



STATEMENTS OF CASH FLOWS

                                                  For the three months ended
                                                          March 31,
                                                    ---------------------
                                                        2005        2004
                                                    ----------   ----------
                                                            
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
                                                    ----------    ----------
Net cash provided by operating activities              445,525        60,754
                                                    ----------    ----------

Cash flows from investing activities
  Purchase of fixed assets,
    including internal-use software                    (12,299)    (156,576)
  Deposits                                               4,843       (1,450)
                                                    -----------   ----------
Net cash (used) by investing activities                 (7,456)      (1,450)
                                                    -----------   ----------

Cash flows from financing activities
  Proceeds from line of credit, net                          -       143,000
  Payments on capital lease obligations                   (484)            -
  Distributions to shareholders                              -        (3,700)
                                                   -----------   -----------
Net cash provided(used)by financing activities            (484)      139,300
                                                   -----------   -----------

Net increase in cash and cash equivalents              437,585        42,028
Cash and cash equivalents, beginning of period       2,909,641       173,236
                                                   -----------   -----------
Cash and cash equivalents, end of period           $ 3,347,226   $   215,264
                                                   ===========  ============
Supplemental disclosures:
   Interest paid                                   $    32,222   $         -
                                                   ===========   ===========
   Income taxes paid                               $         -   $         -
                                                   ===========   ===========


The accompanying notes are an integral part of these financial statements.


                                     F-20


                           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.



                                     F-21


                           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.


                                     F-22






                                     Part II
                                     -------

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24. Indemnification of Directors and Officers.

      Sections 78.7502 and 78.751 of the General Corporation Law of Nevada
provides for the indemnification of officer, directors, and other corporate
agents in terms sufficiently broad to indemnify such persons under certain
circumstances for liabilities (including reimbursement for expenses incurred)
arising under the Securities Act.  Nevada Law provides, among other things,
that a corporation may indemnify a person who was or is a party to or is
threatened to be made a party to, any threatened pending or completed action by
reason of their service to the corporation.  Expenses include attorney's fees,
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with the action suit or proceeding.  In
order to be entitled to indemnification such person must have reasonably relied
on information provided by the corporation or acted in good faith.  Further,
discretionary indemnification may be authorized by the Board of Directors, the
stockholders, a majority vote of a quorum of disinterested directors, of if no
quorum can be obtained, by legal opinion of counsel.  Article V of the
Registrant's Bylaws (Exhibit 3.2 to the Registrant's Form 10-SB (File No. 000-
50095)) provide for indemnification of the Registrant's directors, officers,
employees and other agents to the extent and under the circumstances permitted
by the General Corporation Law of Nevada.


Item 25. Other Expenses of Issuance and Distribution

The expenses payable by the Registrant in connection with this Registration
Statement are estimated as follows:




                                        
SEC registration fee..............         $    852
Blue Sky Qualification Fees and Expenses      1,500
Legal Fees and Expenses...........           17,000
Accounting Fees and Expenses......            2,500
Miscellaneous.....................              598
                                           --------
                                           $ 22,450



                                      II-1




Item 26. Recent Sales of Unregistered Securities

During the last two years, we have issued the following unregistered
securities.  None of these transactions involved any underwriters, underwriting
discounts or commissions, except as specified below, or any public offering,
and we believe that each transaction was exempt from the registration
requirements of the Securities Act by virtue of Section 4(2) thereof and/or
Regulation D promulgated thereunder.  All recipients had adequate access,
through their relationships with us, to information about us.

On September 30, 2002, the Company completed a private offering of shares
of common stock of the Company pursuant to Regulation D, Rule 504 of the
Securities Act of 1933, as amended, which resulted in the sale of an
additional 2,000,000 shares of its $0.001 par value common stock to
approximately 46 shareholders.  This sale took place before the Registrant
was fully reporting with the SEC.

                                      II-2




Item 27. Exhibits.


      EXHIBIT
      NUMBER      DESCRIPTION OF DOCUMENT

      4.1         Secured Convertible Term Note (incorporated by reference to
                  Exhibit 4.1 of the Registrant's Current Report on Form 8-K
                  filed on October 22, 2004).

      4.2         Common Stock Purchase Warrant(incorporated by reference to
                  Exhibit 4.2 of the Registrant's Current Report on Form 8-K
                  filed on October 22, 2004).

      4.3         Registration Rights Agreement dated October 18, 2004, by and
                  between the Registrant and Laurus Master Fund Ltd.
                  (incorporated by reference to Exhibit 4.3 of the Registrant's
                  Current Report on Form 8-K filed on October 22, 2004).

      5.1*        Opinion of Foley & Lardner LLP.

     10.1         Securities Purchase Agreement dated October 18, 2004, by and
                  between the Registrant and Laurus Master Fund Ltd.
                  (incorporated by reference to Exhibit 99.1 of the
                  Registrant's Current Report on Form 8-K filed on October 22,
                  2004).

     10.2         Restricted Account Agreement dated October 18, 2004, by and
                  among the Registrant, North Fork Bank, and Laurus Master
                  Fund, Ltd. (incorporated by reference to Exhibit 99.2 of the
                  Registrant's Current Report on Form 8-K filed on October 22,
                  2004).

     10.3         Security Agreement dated October 18, 2004, by and between the
                  Registrant and Laurus Master Fund Ltd. (incorporated by
                  reference to Exhibit 99.3 of the Registrant's Current Report
                  on Form 8-K filed on October 22, 2004).

     10.4         Amendment to Securities Purchase Agreement dated November 16,
                  2004, by and between the Registrant and Laurus Master Fund,
                  Ltd., filed as Exhibit 10.4 to the Company's Form S-3 filed
                  on November 17, 2004.

     10.5*        Revised Securities Purchase Agreement dated October 18,
                  2004, by and between the Registrant and Laurus Master Fund,
                  Ltd., filed as Exhibit 99.1 of the Registrant's Current
Report
                  on Form 8-K filed on October 22, 2004.  This filing contains
                  all of the Exhibits, not included in the original filing.

     23.1*        Consent of Beckstead and Watts LLP Independent Registered 
                  Public Accountants.

     24.2+        Power of Attorney (see page II-5)

---------------------------------------

     * Filed herewith
     + Previously filed

                                      II-3


Item 28. Undertakings.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to:

      (i) Include any prospectus required by Section 10(a) (3) of the
      Securities Act of 1933;

      (ii) Reflect in the prospectus any facts or events arising after the
      effective date of the Registration Statement (or the most recent
      post-effective amendment thereof) which, individually or in the
      aggregate, represent a fundamental change in the information set forth
      in the Registration Statement. Notwithstanding the foregoing, any
      increase or decrease in volume of securities offered (if the total
      dollar value of securities offered would not exceed that which was
      registered) and any deviation from the low or high end of the estimated
      maximum offering range may be reflected in the form of prospectus filed
      with the Commission pursuant to Rule 424(b) if, in the aggregate, the
      changes in volume and price represent no more than a 20 percent change
      in the maximum aggregate offering price set forth in the "Calculation of
      Registration Fee" table in the effective Registration Statement;

      (iii) Include any additional or changed information on the plan of
      distribution.

(2) For determining liability under the Securities Act, the Registrant will
treat each such post-effective amendment as a new registration statement of the
securities offered, and the offering of such securities at that time to be the
initial bona fide offering.

(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the provisions described under Item 24 above, or otherwise, the
Registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable.

In the event that a claim for indemnification against such liabilities, other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding, is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.


                                      II-4



                                   SIGNATURES

      In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all
of the requirements of filing on Form SB-2 and authorized this Registration
Statement on Form SB-2 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Solana Beach, State of California.

                                         IT&E International Group

Date:  July 15, 2005                             By: /s/ Peter R. Sollenne
                                         -------------------------------
                                                 Peter R. Sollenne
                                                 Chief Executive Officer

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.


       Signatures                     Title                        Date
----------------------          ----------------                -----------
/s/  Peter R. Sollenne          CEO and Director                 July 15, 2005
----------------------         (Principal Executive Officer)
    Peter R. Sollenne

/s/  David Vandertie            Chief Financial Officer          July 15, 2005
--------------------            (Principal Financial Officer)
     David Vandertie

/s/      *                      President, COO and Director      July 15, 2005
--------------------
     Kelly Alberts

/s/      *                      Chief Financial Officer          July 15, 2005
--------------------             and Directors
     Tony Allocca

* By /s/Peter Sollenne
----------------------
      Peter Sollene
      Attorney-in-fact


                                      II-5