Mail Stop 6010

								February 1, 2006


Peter R. Sollenne
Chief Executive Officer
IT&E International Group
505 Lomas Santa Fe Drive, Suite 200
Solana Beach, California 92075

	Re:	IT&E International Group
		Revised Schedule 14C filed January 17, 2006
		File No. 0-50095

Dear Mr. Sollenne:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with information so we
may
better understand your disclosure.  After reviewing this
information,
we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.

SCHEDULE 14C

General

1. We note your response to our previous comment 2.  You advised
us
that Section 4.4(a)(ii) of the Securities Purchase Agreement
requires
that you to present each of the actions in this Information
Statement
for shareholder approval which in turn necessitates the filing of
this
Information Statement.  However, you only mention in Action # 1
that
the company will effect the reincorporation pursuant to the
Securities
Purchase Agreement and in Action # 4 that the company intends to
file
the Certificate of Designations pursuant to the Securities
Purchase
Agreement.  Please clearly state, if true, either in an
introductory
section or separately in connection with each of the actions in
the
Information Statement:

* that the Securities Purchase Agreement required you to seek
shareholder approval,
* that you have obtained the required shareholder approval, and
* you must now provide disclosure regarding the actions by mailing
this Information Statement at least 20 days before taking these
actions.

Action No. 4  Creation of Series D Preferred Stock

2. We note you mention that Appendix F includes historical and pro
forma financial statements related to the company and Millennix.
Clearly state that these financial statements are a part of the
Information Statement.  Provide Appendix F and all of the other
appendices in full in the revised information statement.  The
appendices should be bound in with the Information Statement.

*	*	*

	As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.

	Please contact Greg Belliston at (202) 551-3861 or me at
(202)
551-3715 with any questions.

								Sincerely,



								Jeffrey Riedler
								Assistant Director

cc:	Adam C. Lenain
	Foley & Lardner, LLP
	402 W. Broadway, Suite 2300
	San Diego, California 92101
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Peter R. Sollenne
IT&E International Group
December 29, 2005
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