IT&E International
Group
505 Lomas Santa Fe Drive, Suite 200
Solana Beach, CA 92075
September 20, 2005
Securities and Exchange
Commission
100 F Street N.E.
Washington, D.C. 20549
Attention: Michael Reedich
Re: | IT&E
International Group Registration Statement on Form SB-2 File No. 333-123568 Application for Withdrawal |
Ladies and Gentlemen:
Pursuant to Rule 477 under the Securities Act of 1933, as amended, IT&E International Group (the Company) hereby applies for an order granting the immediate withdrawal of its Registration Statement on Form SB-2 (File No. 333-123568), originally filed on March 24, 2005 together with all amendments and exhibits thereto (collectively, the Registration Statement).
The Registration Statement was initially filed in part to register shares of the Companys common stock issued or issuable upon the conversion of a convertible note. The Registration Statement is being withdrawn in response to Staff comments concerning the Companys ability to register the shares of Company common stock underlying the convertible note until such note is fully paid or converted. The Company will file a new registration statement incorporating the comments of the Staff to the Registration Statement at a later date.
The Registration Statement has not been declared effective and no shares have been sold pursuant to the Registration Statement. Should you have any questions regarding the application for withdrawal, please do not hesitate to contact Adam Lenain, legal counsel to the Company, at 619-685-4604.
Sincerely, | |
IT&E International Group | |
By: /s/ Peter Sollenne | |
Peter Sollenne |