UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13
OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of
earliest event reported): November 9, 2005
IT&E
International Group
(Exact name of registrant as specified in its charter)
| Nevada |
000-50095 |
77-0436157 |
| (State or other jurisdiction |
(Commission |
(IRS Employer |
| of incorporation) |
File Number) |
Identification No.) |
| 505 Lomas Santa Fe Drive, Suite 200, Solana Beach, California |
92075 |
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s
telephone number, including area code 858-366-0970
_________________________________________________________________________________
(Former name or former
address, if changed since last report.)
Check the appropriate box below if
the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General Instruction A.2. below):
| [_] |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [_] |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [_] |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
| [_] |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Page 1 of 3
Explanatory Note
The
registrant filed a Current Report on Form 8-K (the “8-K”) with the Securities
and Exchange Commission on November 16, 2005, relating to, among other things, the private
placement of the registrant’s senior secured convertible promissory notes with
certain purchasers as set forth therein. This amended Current Report on Form 8-K/A is
being filed solely to amend Section 9.01(d) of the 8-K to include Exhibit 10.16, an
Advisory Agreement dated November 9, 2005 between the registrant and ComVest Advisors LLC.
Item 9.01 Financial
Statements and Exhibits.
| 2.1 |
Asset
Purchase Agreement dated November 9, 2005 between the registrant, Millennix,
Inc. and Gene Resnick, M.D.* |
| 4.4 |
Form
of Senior Secured Promissory Note* |
| 10.4 |
Amendment
dated November 9, 2005 between the registrant and Laurus Master Fund Ltd.* |
| 10.5 |
Securities
Purchase Agreement dated November 9, 2005 between the registrant, ComVest Investment
Partners II LLC and the additional purchasers set forth on the signature pages thereto* |
| 10.6 |
Registration
Rights Agreement dated November 9, 2005 between the registrant, ComVest Investment
Partners II LLC and the additional purchasers set forth on the signature pages thereto* |
| 10.7 |
Security
Agreement dated November 9, 2005, between the registrant, ComVest Investment Partners II
LLC and the additional secured parties set forth in the signature pages thereto* |
| 10.8 |
Form
of Officer, Director and Securityholder Lock-Up Agreement* |
| 10.9 |
Indemnity
Escrow Agreement dated November 9, 2005 between the registrant and Gene Resnick, M.D.* |
| 10.10 |
Registration
Rights Agreement dated November 9, 2005 between the registrant and Gene Resnick, M.D.* |
| 10.11 |
Employment
Agreement dated November 9, 2005 between the registrant and Peter Sollenne* |
| 10.12 |
Employment
Agreement dated November 9, 2005 between the registrant and Anthony Allocca* |
| 10.13 |
Employment
Agreement dated November 9, 2005 between the registrant and Kelly Alberts* |
| 10.14 |
Employment
Agreement dated November 9, 2005 between the registrant and David Vandertie* |
| 10.15 |
Employment
Agreement dated November 9, 2005 between the registrant and Gene Resnick, M.D.* |
| 10.16 |
Advisory
Agreement dated November 9, 2005 between the registrant and ComVest
Advisors LLC |
* Previously filed on the
Company’s Current Report on Form 8-K filed on November 16, 2005.
Page 2 of 3
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
IT&E International Group |
|
By: /s/ Peter Sollenne |
|
Peter Sollenne |
|
Chief Executive Officer |
Dated: January 4, 2006
Page 3 of 3