UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 _______________

                                   FORM 10-QSB

        [X]     QUARTERLY  REPORT  UNDER  SECTION  13  OR  15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                    FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2006

                                       OR

        [ ]        TRANSITION REPORT UNDER SECTION 13 OR 15(D)
                               OF THE EXCHANGE ACT

                              ____________________

                         Commission File Number 1-07149

                               ITIS HOLDINGS INC.
        (Exact name of small business issuer as specified in its charter)


                      NEVADA                            74-3069407
       (State or other jurisdiction of               (I.R.S. Employer
        incorporation  or organization)             Identification No.)

       12000  WESTHEIMER,  HOUSTON,  TEXAS                 77077
     (Address of principal executive office)             (Zip Code)

                    Issuer's telephone number: (281) 600-6000

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months  (or  for such shorter period that the registrant was
required  to  file  such  reports),  and  (2)  has  been  subject to such filing
requirements  for  the  past  90  days.
Yes  [X]     No [ ]

Indicate  by check mark whether the registrant is a shell company (as defined in
Rule  12b-2  of  the  Exchange  Act).  Yes  [ ]  No  [X]

The number of shares of the issuer's common stock outstanding as of May 15, 2006
was  5,495,743.

Transitional Small Business Disclosure Format (Check One):  Yes      No  X
                                                                ---     ---


<PAGE>
<TABLE>
<CAPTION>
PART  I  --  FINANCIAL  INFORMATION

                                              ITIS HOLDINGS INC.
                                         CONSOLIDATED BALANCE SHEETS

                                                                            March 31, 2006    December 31, 2005
                                                                             (Unaudited)
<S>                                                                        <C>               <C>
                                     ASSETS

Current assets:
  Cash and cash equivalents                                                $       144,729   $          400,123
  Accounts receivable                                                                    -                9,000
  Investments available for sale, at fair market value                             369,938              444,517
  Other current assets                                                               5,000                5,000
                                                                           ----------------  -------------------
    Total current assets                                                           519,667              858,640

  Long-term assets                                                                   2,238                2,238
  Fixed assets, net of $94,008  and $93,526 accumulated depreciation                 7,561                8,043
                                                                           ----------------  -------------------
    Total assets                                                           $       529,466   $          868,921
                                                                           ================  -------------------

                     LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Note payable to a director                                               $        25,000   $           25,000
  Disputed note to Cootes Drive LLC                                                500,000              500,000
  Deferred revenue                                                                  60,000               60,000
  Accounts payable                                                                  82,808              102,238
  Advances from related parties                                                    863,765              863,765
  Accrued interest-related parties                                               1,872,852            1,778,142
  Accrued liabilities                                                                8,793                6,604
                                                                           ----------------  -------------------
    Total current liabilities                                                    3,413,218            3,335,749
  Long-term notes payable to Chairman                                            3,785,117            1,950,555
  Long-term notes payable to a Director                                                  -            1,834,563
                                                                           ----------------  -------------------
Total liabilities                                                                7,198,335            7,120,867
                                                                           ----------------  -------------------

    Commitments and contingencies                                                        -                    -

Stockholders' deficit:
  5% Series A Convertible Preferred stock, par value $.001;
    300 shares authorized; 161.08 shares issued and outstanding                          -                    -
  Common stock, par value $.001, 150,000,000 shares
    authorized;  5,697,450 shares issued and 5,495,743 shares outstanding            5,697                5,697
  Additional paid in capital                                                    31,589,110           31,567,812
  Accumulated deficit                                                          (37,912,129)         (37,635,052)
  Treasury stock, at cost, 201,707 shares                                         (323,127)            (323,127)
  Accumulated other comprehensive income,
    unrealized gain on investments                                                 (28,420)             132,724
                                                                           ----------------  -------------------
    Total stockholders' deficit                                                 (6,668,869)          (6,251,946)
                                                                           ----------------  -------------------

    Total liabilities and stockholders' deficit                            $       529,466   $          868,921
                                                                           ================  ===================
</TABLE>


                                        2
<PAGE>
<TABLE>
<CAPTION>
                          ITIS HOLDINGS INC.
    CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                             (Unaudited)

                                            For the three months
                                              ended March 31,
                                             2006         2005
                                          -----------  -----------
<S>                                       <C>          <C>

REVENUE                                   $   18,000   $        -
                                          -----------  -----------

OPERATING EXPENSES:
  Amortization and depreciation                  482        8,033
  General and administrative                 197,622      138,943
                                          -----------  -----------
Total operating expenses                     198,104      146,976
                                          -----------  -----------

LOSS FROM  OPERATIONS                       (180,104)    (146,976)

INTEREST INCOME                                2,282       18,427
INTEREST EXPENSE                            (116,008)    (109,007)
LOSS ON DISPOSITION OF ASSETS                      -      (10,071)
GAIN ON SALE OF MARKETABLE SECURITIES         16,753            -
                                          -----------  -----------

NET LOSS                                    (277,077)    (247,627)

OTHER COMPREHENSIVE LOSS
  Unrealized loss on investments
    available for sale                      (161,144)      (2,312)
                                          -----------  -----------

COMPREHENSIVE LOSS                        $ (438,221)  $ (249,939)
                                          ===========  ===========

LOSS PER COMMON SHARE - BASIC AND
  DILUTED                                 $    (0.05)  $    (0.05)
                                          ===========  ===========

WEIGHTED AVERAGE SHARES USED IN
  COMPUTING LOSS PER
  COMMON SHARE                             5,495,743    5,495,743
                                          ===========  ===========
</TABLE>


                                        3
<PAGE>
<TABLE>
<CAPTION>
                              ITIS HOLDINGS INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOW
                                  (Unaudited)

                                                          For the three months
                                                            ended March 31,
                                                            2006        2005
                                                         ----------  ----------
<S>                                                      <C>         <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                               $(277,077)  $(247,627)

  Adjustments to reconcile net loss to net
    cash used in operating activities:
    Amortization and depreciation                              482       8,033
    Loss on retirement of fixed assets                           -      10,071
    Gain on sales of marketable securities                 (16,753)          -
    Imputed interest                                        21,298      21,613
    Amortization discount interest income                        -     (18,427)
    Changes in:
      Accounts receivable                                    9,000           -
      Other assets                                               -          40
      Bank overdraft                                             -       3,312
      Accounts payable                                     (19,431)     (5,732)
      Accrued interest-related party                        94,710      75,118
      Accrued liabilities                                    2,189       2,221
                                                         ----------  ----------

    Net cash used in operating activities                 (185,582)   (151,378)
                                                         ----------  ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds received on notes receivable                          -      86,667
  Purchase of investments                                 (125,440)          -
  Proceeds from sale of marketable securities               55,628           -
                                                         ----------  ----------

    Net cash (used in) provided by investing activities    (69,812)     86,667
                                                         ----------  ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Advances from related parties                                  -       4,500
  Repay advances from related parties                            -     (25,000)
  Payments on notes payable                                      -     (18,471)
                                                         ----------  ----------

    Net cash used in financing activities                        -     (38,971)
                                                         ----------  ----------

NET DECREASE IN CASH AND CASH
  EQUIVALENTS                                             (255,394)   (103,682)

CASH AND CASH EQUIVALENTS, beginning of period             400,123     103,682
                                                         ----------  ----------

CASH AND CASH EQUIVALENTS, end of period                 $ 144,729   $       -
                                                         ==========  ==========

SUPPLEMENTAL DISCLOSURES:
  Cash paid for interest                                 $       -   $   3,779
  Income taxes paid                                              -           -
</TABLE>


                                        4
<PAGE>
ITIS  HOLDINGS  INC.
NOTES  TO  UNAUDITED  CONSOLIDATED  FINANCIAL  STATEMENTS

NOTE  1-BASIS  OF  PRESENTATION

The  accompanying  unaudited  interim  consolidated financial statements of ITIS
Holdings  Inc.  ("ITIS")  have  been  prepared  in  accordance  with  accounting
principles  generally  accepted in the United States of America and the rules of
the  Securities  and  Exchange  Commission  ("SEC"),  and  should  be  read  in
conjunction with the audited financial statements and notes thereto contained in
ITIS's  Annual  Report  filed  with  the  SEC  on Form 10-KSB. In the opinion of
management,  all  adjustments,  consisting  of  normal  recurring  adjustments,
necessary  for  a  fair  presentation  of  financial position and the results of
operations  for  the  interim  periods presented have been reflected herein. The
results  of operations for interim periods are not necessarily indicative of the
results to be expected for the full year. Notes to the financial statements that
would  substantially duplicate the disclosure contained in the audited financial
statements  for  2005  as  reported  in  the  10-KSB  have  been  omitted.

NOTE  2-INVESTMENTS

Investments  include  marketable  equity  securities available for sale at their
fair  value.  Any  unrealized  holding  gains  and  losses of the securities are
excluded  from  operating  results  and  are  recognized  as other comprehensive
income.  The  fair  values  of  the  securities  at  the  end  of the period are
determined  based  on  prevailing  market prices. During the year management may
estimate  the  fair  value  of  securities  not  regularly  traded.

Details  of  ITIS's  marketable  equity  securities  are  as  follows:

<TABLE>
<CAPTION>
                                              3/31/2006   12/31/2005
                                             ----------  -----------
<S>                                          <C>         <C>
Aggregate fair value                         $  369,938  $   444,517
Gross unrealized holding gains                    3,960      161,320
Gross unrealized holdings losses                 32,380       28,596
</TABLE>

Details  of  the  gross  unrealized  holding  losses as of March 31, 2006 are as
follows:

<TABLE>
<CAPTION>
                                                           Unrealized
                                             Fair Value       Loss
Investment                           Cost     3/31/2006    3/31/2006
---------------------------------  --------  -----------  ------------
<S>                                <C>       <C>          <C>

1,729,367 shares of
  Nussentials Holdings Inc.        $327,666  $   311,286  $   (16,380)
400,000 shares of US BioTec, Inc.    60,000       44,000      (16,000)
                                   --------  -----------  ------------
                                   $387,666  $   355,286   $  (32,380)
</TABLE>

An  other than temporary impairment was not recognized for these holdings as the
stock  price of Nussentials Holdings Inc. has recovered since March 31, 2006 and
ITIS  currently  has unrealized gains in this investment, and the stock price of
U.S.  BioTec,  Inc.  has  been  at  a loss position for less than 90 days and is
expected  to  recover.

NOTE  3-LONG-TERM  RELATED  PARTY  NOTES  PAYABLE

Pursuant  to  an  agreement  between  CEO  Hunter M. A. Carr, W. Paul Thayer and
George  A.  Roberts,  past  members of the Board of Directors of ITIS, long-term
notes  payable  to  Mr.  Thayer  and  Dr.  Roberts in the amount of $165,450 and
$1,669,113,  respectively,  and  related  accrued  interest  payable  totaling
$854,097, were sold and transferred to Mr. Carr effective December 20, 2005. The
terms  of  the  long-term debt remain the same, and the liabilities of ITIS were
not  affected  by  this  agreement.

NOTE 4-ISSUANCE OF STOCK OPTIONS AND WARRANTS

On January 1, 2006, ITIS adopted SFAS No. 123(R)"Share-Based Payment" ("SFAS 123
(R).  SFAS 123 (R) replaced SFAS No. 123 and supercedes APB Opinion No. 25. SFAS
123  (R)  requires  all  share-based  payments to employees, including grants of
employee  stock  options,  to be recognized in the financial statements based on
their fair values. The pro forma disclosures previously permitted under SFAS 123
are  no  longer  an alternative to financial statement recognition. ITIS did not
grant  any options during the three month periods ended March 31, 2006 and 2005.


                                        5
<PAGE>
ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

The  following  discussion  should  be read in conjunction with the consolidated
financial  statements of ITIS, which are included elsewhere in this Form 10-QSB.
Included  in  this  discussion  are certain forward-looking statements regarding
ITIS's  expectations  for  its  business  and  its capital resources. The reader
should  not rely on forward-looking statements because they are subject to known
and  unknown  risks,  uncertainties  and other factors that may cause our actual
results  to  differ  materially  from  those contemplated by the forward-looking
statements.  ITIS  and  its  subsidiaries  may  experience  high  volatility  in
operating  results and cash flows from quarter to quarter and from year to year.

Currently,  ITIS  is  providing management and marketing services to third party
companies and anticipates providing such services to additional companies in the
future.  Additionally,  management  is  seeking  and  evaluating  new  business
opportunities on an ongoing basis. It is critical that new profitable operations
commence  in  order  to  provide funds necessary for ITIS to remain in business.
Funds  provided  by  conversion  of  assets  to  cash  are the current source of
funding.

The  following  is  management's  discussion and analysis of certain significant
factors  that have affected ITIS's financial condition and results of operations
during  the  three  months  ending  March  31,  2006  and  2005.

RESULTS  OF  OPERATIONS

Revenue.  During  the  quarter  ended  March  31, 2006, revenues of $18,000 were
generated by providing management and marketing services. There were no revenues
generated  during  the  quarter  ended  March  31,  2005.

Amortization  and  Depreciation Expense.   Amortization and depreciation expense
decreased  by  $7,551  to  $482  for  the three months ended March 31, 2006 from
$8,033  for the three months ended March 31, 2005. The decrease is primarily due
to  retirement  of  fixed  assets.

General and Administrative Expense. General and administrative expense increased
by  $58,679  to $197,622 for the three months ended March 31, 2006 from $138,943
for  the three months ended March 31, 2005.  The net changes are a result of the
following:

     -    Payroll  and  related  costs  at  the  administrative  and  management
          level  increased  by $56,721 for the three months ended March 31, 2006
          primarily  as  a  result  of the resumption of salaries by the CEO and
          CFO,  netted  by  the  elimination  of  one  administrative  assistant
          position.

     -    The expense  of  professional  fees,  contract  services,  and outside
          consulting  services  increased  by  $4,357 for the three months ended
          March  31,  2006 due to increased consulting fees of $19,170 netted by
          decreased  legal,  accounting  and contract services costs of $14,813.

     -    Miscellaneous  other  general  and  administrative  expenses including
          materials  and  supplies, telephone expense, and ISP co-location costs
          decreased  by  $2,399  for  the  three  months  ended  March 31, 2006.

Interest  Income.  Interest  income decreased by $16,145 to $2,282 for the three
months  ended  March  31, 2006 from $18,427 for the three months ended March 31,
2005 primarily as a result of the pay-off of the note receivable from Jurisearch
Holdings  LLC  in  August  2005.

Interest Expense. Interest expense increased by $7,001 to $116,008 for the three
months  ended  March 31, 2006 from $109,007 for the three months ended March 31,
2005  primarily  as  a result of increased interest rates on adjustable interest
rate  debt.


                                        6
<PAGE>
Gain  (Loss)  on  Disposition of Assets. During the three months ended March 31,
2006,  subsidiary  Litidex  had gains from sales of marketable securities in the
amount  of  $16,753.  During  the  three months ended March 31, 2005, subsidiary
National Law Library recorded a loss on retirement of fixed assets in the amount
of  $10,071.

LIQUIDITY  AND  CAPITAL  RESOURCES

ITIS's  ability to execute its business strategy depends to a significant degree
on  its  ability to generate an established source of revenues, working capital,
and  positive  cash  flow, and its ability to attract additional capital. ITIS's
principal  demands  for  liquidity  are  cash  for  normal  operations.

For  the  three  months  ended  March 31, 2006, ITIS's cash and cash equivalents
decreased  by  $255,394 to $144,729 in available cash at March 31, 2006 from the
December 31, 2005 available cash balance of $400,123. ITIS has a working capital
deficit of  $2,893,551 at  March 31, 2006. Cash used by operating activities was
$185,582,  cash  used  by  investment  activities  was $69,812, and cash used in
financing  activities  was  $-0-.

Cash used by operating activities of $185,582 is primarily due operating losses.
Cash used by investment activities of $69,812 is due to purchases of investments
totaling  $125,440  offset  by  proceeds  from  sale of marketable securities of
$55,628.

ITIS  does  not  at  this  time  have an established source of revenues, working
capital  or  cash  flow  to  cover  operating  costs  to allow ITIS to remain in
business.  While  management is seeking new business opportunities for ITIS, the
litigation  support services of Litidex(R) have been suspended indefinitely, and
on June 1, 2004, subsidiary PharmHouse closed its only operating pharmacy. While
management  has  successfully  converted  certain assets to cash, it is critical
that  a  new  source  of  operating  revenues  be  established.

ITIS will be required to obtain additional financing or equity capital to remain
in  business,  and  that  capital,  if available, may have provisions that could
further  suppress current and future stock prices and cause significant dilution
to  current  shareholders.

As  reflected  in  the  accompanying  financial  statements,  ITIS  has incurred
$37,912,129  in  losses since inception and has used significant amounts of cash
in  operating  ITIS.   ITIS'  current working capital is not sufficient to cover
cash  requirements  for  the 2006 fiscal year or to bring the ITIS to a positive
cash  flow  position.  ITIS  may  not ever become profitable and could fail as a
going  concern.

We  may  in the future experience significant fluctuations in the results of our
operations.  Such fluctuations may result in significant volatility in the price
and/or  value  of  ITIS's  common  stock.  Shortfalls  in revenues, financing or
capital  may  adversely  and disproportionately affect the results of operations
because a high percentage of current operating expenses are relatively fixed and
are  primarily financed through loans and capital contributions. These funds are
not  guaranteed  and  may  not  continue  in the future. Accordingly, management
believes  that  period-to-period comparisons of results of operations should not
be  relied  upon  as  an  indication  of  future  results  of  operations.

ITEM  3.  CONTROLS  AND  PROCEDURES

ITIS  has  adopted  and  implemented internal disclosure controls and procedures
designed to provide reasonable assurance that all reportable information will be
recorded, processed, summarized and reported within the time period specified in
the  SEC's rules and forms.  Under the supervision and with the participation of
ITIS's  management,  including  ITIS's President and Chief Executive Officer and
ITIS's  Controller  and  Principal  Financial  Officer,  ITIS  has evaluated the
effectiveness  of  the  design  and  operation  of  its  disclosure controls and
procedures  pursuant  to Exchange Act Rule 13a-15(e) as of the end of the fiscal
quarter  covered  by  this  report.  Based on that evaluation, the President and
Chief  Executive Officer and the Controller and Principal Financial Officer have


                                        7
<PAGE>
concluded  that  these  disclosure controls and procedures are effective.  There
were  no changes in ITIS's internal controls or in other factors during or since
the  end  of  the fiscal quarter covered by this report that have had a material
effect  or  are reasonably likely to have a material effect on internal controls
subsequent  to  the  end  of  the  fiscal  quarter  covered  by  this  report.

ITEM  6.  REPORTS  ON  FORM  8-K

No  reports  on  Form 8-K were filed during the quarter for which this report is
filed.


                                   SIGNATURES

     In  accordance  with  the  requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                               ITIS HOLDINGS INC.




May  22,  2006                         /s/  Hunter  M.A.  Carr
                                       -----------------------
                                       Hunter  M.A.  Carr
                                       President  and  Chief  Executive  Officer


                                       /s/  Joanna  Hoover
                                       -------------------
May  22,  2006                         Joanna  Hoover
                                       Principal  Accounting  Officer


                                       8