SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ALLOCCA TONY

(Last)

(First)

(Middle)

505 LOMAS SANTA FE DRIVE, SUITE 200

(Street)

SOLANA BEACH

92075

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
IT&E INTERNATIONAL GROUP [ ITER ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Secretary

3. Date of Earliest Transaction (Month/Day/Year)
04/29/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/31/2005		C		11,914,500	A	$0	11,914,500	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option Grant to purchase Common Stock	$0.17	11/09/2005		A		1,250,000		⁽¹⁾	11/09/2015	Common Stock	1,250,000	$0	0	D
Option Grant to purchase Common Stock	$0.25	04/29/2005		A		25,000		⁽²⁾	04/29/2015	Common Stock	25,000	$0	0	D
Option Grant to purchase Common Stock	$0.25	04/29/2005		A		40,000		⁽³⁾	04/29/2015	Common Stock	40,000	$0	0	D
Option Grant to purchase Common Stock	$0.19	09/26/2005		A		100,000		⁽⁴⁾	09/26/2015	Common Stock	100,000	$0	0	D
Convertible Preferred	⁽⁶⁾	10/31/2005		C			1,191,450	⁽⁶⁾	⁽⁵⁾	Preferred Stock	1,191,450	$0	0	D

Explanation of Responses:

1. 312,500 shares will vest on 11/9/2006, the remaining 937,500 shares will vest in equal monthly increments over the next 36 months.

2. 8,333 shares will vest on 9/30/05, the remaining 16,667 shares will vest in equal monthly increments over the next 24 months.

3. 13,333 shares will vest on 1/25/06, the remaining 26,667 shares will vest in equal monthly increments over the next 24 months.

4. 33,333 shares will vest on 9/26/06, the remaining 66,667 shares will vest in equal monthly increments over the next 24 months.

5. These preferred Shares have no expiration date.

6. Preferred Shares convert to ten-for-one common stock after a holding period of two years. These shares have ten for one voting rights.

	Tony Allocca	11/14/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.