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

                                   FORM 10-QSB/A

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

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003

                                       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.)

      10750 HAMMERLY, HOUSTON, TEXAS                           77043
      (Address of principal executive office)                (Zip Code)

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


The number of shares of the issuer's common stock outstanding as of May 20, 2003
was 5,189,338.

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


<PAGE>
                               ITIS HOLDINGS INC.

                                   FORM 10-QSB

                         FOR THE QUARTER MARCH 31, 2003

                                      INDEX

                                                                            PAGE
                                                                            ----

PART I -- FINANCIAL INFORMATION

Item 1. Financial Statements . . . . . . . . . . . . . . . . . . . . .        3

Item 2. Management's Discussion and Analysis Or Plan of Operation. . .       10

Item 3. Controls and Procedures. . . . . . . . . . . . . . . . . . . .       13

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       14


                                        2
<PAGE>
<TABLE>
<CAPTION>
ITIS HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS


                                                          MARCH 31,   DECEMBER 31,
                                                            2003         2002
                                                         ----------  -------------
<S>                                                      <C>         <C>
                                                         (Unaudited)
                            ASSETS

Current assets:

  Cash and cash equivalents                              $   90,528  $     248,722
  Accounts receivable, net of allowance for
    doubtful accounts of  $34,127 at
    March 31, 2003 and December 31, 2002                    851,516        828,612
  Investments available for sale, at fair market value      283,572        751,535
  Other current assets                                       29,843         22,102
  Inventory                                                  60,054         39,856
  Assets held for sale                                    4,700,000      4,700,000
                                                         ----------  -------------

    Total current assets                                  6,015,513      6,590,827
                                                         ----------  -------------

Long term assets:

  Accounts receivable                                     1,300,937        695,069
  Other long term assets                                    128,994         73,848
                                                         ----------  -------------

    Total long term assets                                1,429,931        768,917
                                                         ----------  -------------

Fixed assets and intangibles, net of
  amortization and depreciation
  Software costs                                            386,400        435,966
  Furniture and equipment                                   208,277        222,340
  Intangible assets                                         166,875        143,750
                                                         ----------  -------------
    Total fixed assets and intangibles, net                 761,552        802,056
                                                         ----------  -------------

    Total assets                                         $8,206,996  $   8,161,800
                                                         ==========  =============
</TABLE>


                                        3
<PAGE>
<TABLE>
<CAPTION>
ITIS HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

                                                              MARCH 31,     DECEMBER 31,
                                                                2003            2002
                                                           -------------  --------------
                                                            (Unaudited)
<S>                                                        <C>            <C>
LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Notes payable-other                                      $    165,169   $     307,351
  Disputed note to Cootes Drive LLC                             500,000         500,000
  Accounts payable                                              451,330         507,175
  Accounts payable-related parties                              168,188               -
  Accrued interest-related parties                              886,639         729,337
  Accrued liabilities                                           147,500         132,078
  Deferred revenue                                              843,661         732,650
  Deposits on Database sales contract                           313,517         153,755
                                                           -------------  --------------
    Total current liabilities                                 3,476,004       3,062,346
                                                           -------------  --------------
  Long term notes payable to Chairman                         2,150,117       2,150,117
  Long term notes payable to Directors                        2,022,500       2,022,500
  Imputed note payable to related party                       2,173,500       2,173,500
  Notes payable-other                                             8,116          10,207
                                                           -------------  --------------
    Total long term liabilities                               6,354,233       6,356,324
                                                           -------------  --------------
Total liabilities                                             9,830,237       9,418,670
                                                           -------------  --------------

  Commitments and contingencies

Stockholders' deficit:
  Series A Convertible Preferred stock, par value $.001;
    50,000,000 shares authorized; 161.08 shares issued
    and outstanding                                           2,027,526       2,027,526
  Common stock, par value $.001, 150,000,000 shares
    authorized;  5,357,450 shares issued and 5,155,743
    and 5,162,493 shares outstanding at March 31, 2003
    and December 31, 2002, respectively                          53,575          53,575
  Warrants                                                    1,405,349       1,405,349
  Additional paid in capital                                 25,475,869      25,475,869
  Accumulated deficit                                       (30,172,492)    (29,836,383)
  Treasury stock, at cost, 201,707 and 194,957 shares
    respectively at March 31, 2003 and
    December 31, 2002                                          (323,127)       (320,877)
  Accumulated other comprehensive income,
    unrealized loss on investments                              (89,941)        (11,810)
  Less notes receivable issued for purchase of
    common stock                                                      -         (50,119)
                                                           -------------  --------------
    Total stockholders' deficit                              (1,623,241)     (1,256,870)
                                                           -------------  --------------

    Total liabilities and stockholders' deficit            $  8,206,996   $   8,161,800
                                                           =============  ==============
</TABLE>


                                        4
<PAGE>
<TABLE>
<CAPTION>
ITIS HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)

                                               For the three months
                                                  ended March 31,
                                               2003         2002
                                            -----------  -----------
<S>                                         <C>          <C>
  REVENUE, NET OF DEFERRED INCOME
    Automated litigation support services   $  500,923   $  622,925
    Database management sales and services      31,340            -
    Pharmaceutical sales                        56,823            -
                                            -----------  -----------
    Total revenues                             589,086      622,925
                                            -----------  -----------

  OPERATING EXPENSES:
    Cost of sales-pharmaceuticals               41,361            -
    Selling and marketing                       39,227       12,921
    General and administrative                 610,899      472,412
    Production and computer service            122,211       36,490
    Amortization and depreciation               71,811      326,674
    Other expense                                    -      150,000
                                            -----------  -----------
    Total operating expenses                   885,509      998,497
                                            -----------  -----------

  LOSS FROM CONTINUING
    OPERATIONS                                (296,423)    (375,572)

  DISCONTINUED OPERATIONS:
    Loss from operations of
      discontinued business segments                 -     (204,744)

  INTEREST INCOME                                6,786        1,081
  INTEREST EXPENSE                            (239,467)    (225,216)
  GAIN (LOSS) ON SALE OF INVESTMENTS
    AND EQUIPMENT                              192,995      (32,089)
                                            -----------  -----------

  NET LOSS                                    (336,109)    (836,540)

  OTHER COMPREHENSIVE LOSS
    Unrealized loss on investments
      available for sale                       (78,131)     (68,748)
                                            -----------  -----------

  NET AND COMPREHENSIVE LOSS                  (414,240)    (905,288)
                                            ===========  ===========

  LOSS PER COMMON SHARE                     $    (0.08)  $    (0.24)
                                            ===========  ===========
  LOSS PER COMMON SHARE AS A RESULT
    OF DISCONTINUED OPERATIONS              $        -   $    (0.05)
                                            ===========  ===========
  WEIGHTED AVERAGE SHARES USED IN
    COMPUTING LOSS PER
    COMMON SHARE                             5,162,493    3,777,068
                                            ===========  ===========
</TABLE>


                                        5
<PAGE>
<TABLE>
<CAPTION>
ITIS HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)


                                                           For the three months
                                                              ended March 31,
                                                             2003        2002
                                                          ----------  ----------
<S>                                                       <C>         <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                $(336,109)  $(836,540)
  Adjustments to reconcile net loss to net
    cash used in operating activities:
    Issuance of common stock, options,
      or warrants for goods or services                           -      45,900
    Amortization and depreciation                            71,811     326,674
    (Gain) Loss on sales of investments                    (192,995)     32,089
    Services provided for investments                             -     (99,476)
    Disposal of operating segments                                -     290,002
    Changes in:
      Accounts receivable                                  (628,772)   (666,834)
      Accrued interest on notes receivable                     (983)     (1,040)
      Inventory                                             (20,198)          -
      Other assets                                          (62,887)     (3,522)
      Accounts payable                                      (55,845)     40,044
      Accrued liabilities                                   208,724     125,991
      Deferred revenue                                      (42,744)    132,603
      Deposit on sales contract                             313,517           -
                                                          ----------  ----------

    Net cash used in operating activities                  (746,481)   (614,109)
                                                          ----------  ----------

CASH FLOWS FROM INVESTMENT ACTIVITIES:
  Purchase of treasury stock                                 (2,250)          -
  Purchase of licensing agreement                           (25,000)          -
  Proceeds from sales of investments                        546,827     153,101
  Additions to assets held for sale                               -    (282,440)
  Additions to furniture and equipment                       (6,307)       (250)
                                                          ----------  ----------

    Net cash provided by (used in) investment activities    513,270    (129,589)
                                                          ----------  ----------
</TABLE>

                                                                     (continued)


                                        6
<PAGE>
<TABLE>
<CAPTION>
ITIS HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)


                                                 For the three months
                                                   ended March 31,
                                                   2003       2002
                                                ----------  ---------
<S>                                             <C>         <C>

CASH FLOWS FROM FINANCING ACTIVITIES:
  Bank overdraft                                $       -   $ 33,639
  Proceeds from notes payable                           -    736,502
  Advances from related parties                   168,188          -
  Payments on notes payable                      (144,273)   (53,761)
  Payments received on notes receivable            51,102          -
                                                ----------  ---------

    Net cash provided by financing activities      75,017    716,380
                                                ----------  ---------

NET DECREASE IN CASH AND CASH
  EQUIVALENTS                                    (158,194)   (27,318)

CASH AND CASH EQUIVALENTS, beginning of period    248,722     34,165
                                                ----------  ---------

CASH AND CASH EQUIVALENTS, end of period        $  90,528   $  6,847
                                                ==========  =========
</TABLE>


                                        7
<PAGE>
ITIS HOLDINGS INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED 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
the Company'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 2002 as reported in the 10-KSB have been omitted.

NOTE 2-STOCK-BASED COMPENSATION:

Compensation is recorded for stock-based compensation grants based on the excess
of the estimated fair value of the common stock on the measurement date over the
exercise price. Additionally, for stock-based compensation grants to
consultants, ITIS recognizes as compensation expense the fair value of such
grants as calculated pursuant to SFAS No. 123, recognized over the related
service period. SFAS No. 148 requires companies to disclose proforma results of
the estimated effect on net income and earnings per share to reflect application
of the fair value recognition provision of SFAS No. 123.


                                  For the three months ended March 31,
                                       2003                  2002
                                  -----------------  -----------------

Net loss applicable
to common shareholders:
  As reported:                    $       (336,109)  $       (836,540)
  Less: compensation expense
    charged to income:                           -             45,900
  Plus: proforma compensation
    expense:                                     -            (60,000)
                                  -----------------  -----------------
Proforma net loss applicable
  to common shareholders:         $       (336,109)  $       (850,640)
                                  =================  =================
Basic loss per common share:
  As reported:                    $          (0.08)  $          (0.24)
  Proforma:                       $          (0.08)  $          (0.24)


                                        8
<PAGE>
ITIS HOLDINGS INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

NOTE 3-BUSINESS SEGMENTS:

ITIS Holdings owns subsidiaries that provide automated litigation support and
document and database management, that operate pharmacies, and that provide
technical support for operations.


<TABLE>
<CAPTION>
                                            SEGMENT INFORMATION
                                            ----------------------
                                            INCOME
THREE MONTHS ENDED                          (LOSS) FROM   INTEREST      TOTAL       DEPRECIATION/
MARCH 31, 2003                 NET SALES    OPERATIONS    EXPENSE       ASSETS      AMORTIZATION
----------------------------  ------------  ------------  --------  --------------  -------------
<S>                           <C>           <C>           <C>       <C>             <C>
Database Management           $     31,340  $  (149,396)  $ 30,456  $    4,995,798  $      53,474
Automated Litigation Support       500,923       77,934    116,330       2,750,011          9,696
Pharmacy Operations                 56,823     (224,961)    92,681         461,187          8,641
                              ------------  ------------  --------  --------------  -------------
Total, ITIS Holdings Inc.     $    589,086  $  (296,423)  $239,467  $    8,206,996  $      71,811
                              ============  ============  ========  ==============  =============


                                             INCOME
THREE MONTHS ENDED                          (LOSS) FROM   INTEREST      TOTAL       DEPRECIATION/
MARCH 31, 2002                  NET SALES    OPERATIONS    EXPENSE      ASSETS       AMORTIZATION
----------------------------  ------------  ------------  --------  --------------  -------------
Database Management           $          -  $  (140,809)  $125,286  $   11,307,643  $      54,082
Automated Litigation Support       622,925     (234,763)    99,930       3,496,576        272,592
Pharmacy Operations                      -            -          -         154,297              -
                              ------------  ------------  --------  --------------  -------------
Total, ITIS Holdings Inc.     $    622,925  $  (375,572)  $225,216  $   14,958,516  $     326,674
                              ============  ============  ========  ==============  =============
</TABLE>



NOTE 4-NOTES PAYABLE AND FINANCING AGREEMENTS:

During the quarter ended March 31, 2003 Hunter M.A. Carr, President, Chief
Executive Officer and Chairman of the Board of ITIS, and the partners of
Rainmaker Ventures, Ltd., a Texas limited partnership in which Mr. Carr, W. Paul
Thayer and George Roberts are limited partners, advanced $168,188 to ITIS on a
short-term, non-interest bearing basis. Messrs. Carr, Thayer and Roberts are
directors of ITIS.

NOTE 5-SUBSEQUENT EVENTS:

Notes Payable

On April 21, 2003, ITIS's wholly owned subsidiary National Law Library executed
a promissory note for $200,000 in favor of Houston RPM, L.C. This note
refinances $75,127 of the note to Houston RPM, L.C. dated April 17, 2002 in the
amount of $675,441, and provides $124,873 in new funding to National Law
Library. The note bears interest at 18% per year and is payable in monthly
installments including principal and interest commencing May 21, 2003. The
amount of each monthly installment shall equal the total amount of credit card
receipts generated by the National Law Library Database, but in no event shall
the monthly installment be less than $65,000. Any unpaid principal and accrued
interest is due in full on July 15, 2003. A Security Agreement covering all
proceeds paid or otherwise due from credit card companies and others pursuant to
a Continuing Service Agreement between Litidex(R) and National Law Library
secures the note, as do guarantees from ITIS Holdings Inc. and Litidex(R).


                                        9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion should be read in conjunction with the condensed,
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.

Management realizes that anticipated revenues to be generated by the automated
litigation support services of Litidex(R) and the PharmHouse stores will be
critical in providing some of the funds necessary to continue company operations
and to remain in business. Our expense levels are based, in part, on our
expectations as to future revenues. To the extent that revenues are below
expectations, we may be unable or unwilling to reduce expenses proportionately,
and operating results and cash flows are likely to be adversely affected.

The reader of the following discussion of the results of our operations and
liquidity and capital resources should be aware of critical accounting policies
applied by management as follows:

-    Accounts receivable at March 31, 2003 is $851,516 (current portion) and
     $1,300,937 (long-term portion). Nearly all of these amounts are from
     customer billings by our Litidex(R) subsidiary for automated litigation
     support services provided to law firms. There is no allowance for doubtful
     accounts because we believe all such amounts are collectible due to the
     nature of the agreements and our collection experience since inception of
     our litigation support services in mid 2001. The long-term portion
     represents the amount we estimate will not be paid to us within the next
     twelve months, discounted by 12%.

-    Deferred revenue of $843,661 as of March 31, 2003 is shown as a liability.
     Nearly all of these amounts represent advance deposits by law firms for
     services we have not yet performed. We determined this amount by estimating
     the total portion earned as a ratio of the total number of pages converted
     to date against the total converted pages likely to be required per case.

-    On July 29, 2002 we sold a complete copy of our National Law Library legal
     research Database to American Legal Data, LLC for $2 million payable over
     ten years with 8% interest. Under this agreement, we timely received
     $25,000 in 2001, $66,000 at closing in 2002, and three scheduled monthly
     payments of $16,000 per month. In late February 2003, we agreed to move the
     next seven monthly payments of $16,000 to the lump sum payment due at the
     end of the contract in 2012. Because of the uncertainty of collection, we
     have elected to recognize these installment sale proceeds only when
     received, so there is no balance sheet asset recorded.

-    On August 27, 2002, we sold our entire National Law Library online legal
     research business, including our Database, our Brief Reporter service and
     our Internet domains and trademark to JuriSearch Holdings, LLC for a
     percentage of future revenues for twenty-five years, with $2,423,750 in
     minimum payments due over the next five years. We are maintaining these
     properties while JuriSearch is converting to a different search engine to
     access the data, which is estimated to be completed sometime in 2003. When
     JuriSearch completes this conversion, they will take physical possession of
     all properties. At that time, we will decide whether all criteria for
     income recognition has been met and to what extent a gain or loss on the
     sale of our legal research business can be reported. Until that time, we
     have recorded all amounts received as a liability "deposits on Database
     sales contract." At March 31, 2003, total amounts received were $313,517.


                                       10
<PAGE>
-    Net of depreciation, our National Law Library Database cost us $14,719,032
     to build. Impairment charges prior to 2003 amounted to $3,489,979, reducing
     the cost basis to $11,229,053. At December 31, 2002 and based on an
     independent appraisal, we recorded an impairment charge of $6,529,053 to
     write this asset down to the $4,700,000 valuation amount per their report
     dated April 10, 2003. This large impairment amount is due to the
     significant uncertainty of the collections from the sales to American Legal
     Data and JuriSearch Holdings, both of which are payable over long periods
     of time.

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 ended March 31, 2003 and 2002.

RESULTS OF OPERATIONS

Revenues. Revenues decreased by $33,839 to $589,086 during the three months
ended March 31, 2003, from $622,925 recorded for the three months ended March
31, 2002. The automated litigation support services of subsidiary Litidex(R)
generated revenues of $622,925 for the three months ended March 31, 2002.
Revenues of Litidex(R) for the three months ended March 31, 2003, totaling
$655,055 have been discounted by $154,132 to $500,923 due to the long-term
nature of the related receivable. Revenues generated by our database management
segment and our pharmacy operations amounted to $31,340 and $56,823,
respectively, for the quarter ended March 31, 2003.

Cost of Sales. Cost of sales in the amount of $41,361 for the quarter ended
March 31, 2003, reflects the cost of pharmaceutical products sold by subsidiary
PharmHouse.

Sales and Marketing Expense. Sales and marketing expense increased by $26,306 to
$39,227 during the three months ended March 31, 2003, from $12,921 for the
corresponding period ended March 31, 2002. The majority of the increase is due
to marketing efforts related to the new PharmHouse stores, including payments to
contract sales personnel in the amount of $22,000.

General and Administrative Expense. General and administrative expense increased
by $138,487 from $472,412 during the three months ended March 31, 2002, to
$610,899 for the three months ended March 31, 2003, as a result of the
following:

-    Payroll and related costs at the administrative and management level
     increased by $190,021 from $263,661 for the three months ended March 31,
     2002, to $453,682 for the three months ended March 31, 2003. New payroll
     costs related to PharmHouse amounted to $116,776 for the quarter ended
     March 31, 2003. Employee health insurance increased by $30,226 from $16,574
     for the quarter ended March 31, 2002, to $46,800 for the quarter ended
     March 31, 2003, and payroll tax expense increased by $22,161 from $27,937
     for the quarter ended March 31, 2002, to $50,098 for the quarter ended
     March 31, 2003. The balance of the increase, $20,858, results primarily
     from increased automobile and travel expense relating to PharmHouse and the
     litigation support services of subsidiary Litidex(R).

-    Non-cash expense related to stock and option awards for the three months
     ended March 31, 2002, amounted to $45,900. There were no stock and option
     awards during the three months ended March 31, 2003.

-    Administrative expense reductions were realized in professional fees,
     contract services, and the expense of outside consulting which in aggregate
     decreased by $20,295 from $96,784 for the three months ended March 31,
     2002, to $76,489 for the three months ended March 31, 2003.


                                       11
<PAGE>
-    Rent, utilities and related expenses increased by $21,436 from $37,874 for
     the quarter ended March 31, 2002, to $59,310 for the quarter ended March
     31, 2003. Rents increased by $28,020 primarily due to the opening of an
     additional PharmHouse store subsequent to March 31, 2002. Reductions in
     expense in the amount of $6,584 resulted from a corporate move to smaller
     office space in June 2002.

-    Miscellaneous other general and administrative expenses were reduced by
     $6,775 from $28,193 for the three months ended March 31, 2002, to $21,418
     for the three months ended March 31, 2003.

Production and Computer Service Expense. Production and computer service expense
increased by $85,721 to $122,211 for the three months ended March 31, 2003, from
$36,490 for the three months ended March 31, 2002. Production labor costs
increased by $22,757 relating to the automated litigation support services of
Litidex(R), and by $57,990 relating to set up and servicing of PharmHouse
locations and programming needs at the corporate office. ISP co-location costs
and the cost of equipment repairs increased by $4,974.

Amortization and Depreciation Expense. Amortization and depreciation expense
decreased by $254,863 to $71,811 for the three months ended March 31, 2003, from
$326,674 for the three months ended March 31, 2002. The decrease is primarily
due to $260,868 in amortization expense during the quarter ended March 31, 2002,
relating to a $2 million service contract of subsidiary Litidex(R)

Other Expense. Other expense of $150,000 for the three months ended March 31,
2002, represents earnest money and consulting fees for the contemplated purchase
of stock in MedEx Systems, Inc. and an associated entity, Pegasus Pharmacy. The
purchase was not consummated, and this expense is not expected to recur.

Interest Expense. Interest expense increased by $14,251 to $239,467 for the
three months ended March 31, 2003, from $225,216 for the three months ended
March 31, 2002. The interest expense increase is due to $675,000 in new debt
acquired in March 2002.

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, funds to support
its automated litigation support segment, and funds for development of
PharmHouse stores.

For the three months ended March 31, 2003, ITIS's cash and cash equivalents
decreased by $158,194 from the December 31, 2002 balance of $248,722 in
available cash to $90,528 in available cash at March 31, 2003. The Company has
working capital of $2,539,509 at March 31, 2003, including $4,700,000 in assets
held for sale. Exclusive of the assets held for sale, the Company has a working
capital deficit of $2,160,491. Cash used in operating activities was $746,481,
cash provided by investment activities was $513,270 and cash provided by
financing activities was $75,017.

Cash used in operating activities of $746,481 is primarily due to operating
losses of $336,109, increases in accounts receivable in the amount of $628,772,
and $192,995 in gains on sales of investments, which are partially offset by
increases in liabilities in the amount of $359,782, and amortization and
depreciation expense of $71,811. Cash provided by investment activities of
$513,270 is primarily due to $546,827 in proceeds from sales of investments,
reduced by asset purchases totaling $33,557. Cash provided by financing
activities of $75,017 is due to advances from Hunter M.A. Carr and other
directors in the amount of $168,188, and the receipt of $51,102


                                       12
<PAGE>
for payment in full of a note receivable from Kelley V. Kirker, an officer and
director of ITIS. These amounts are offset by $144,273 in payments made on
various notes payable.

The Company had $2,152,453 in accounts receivable at March 31, 2003. Of this
amount, $2,050,314 represents receivables related to the automated litigation
support services of Litidex(R). Management has elected not to provide an
allowance for doubtful accounts for these receivables due to the nature of the
agreements, which, in management's opinion, provides assurance for the ultimate
collection of the fees due. Management has classified a portion of the
receivable as long term based upon expected receipts within the next twelve
months and has discounted the value of those receivables using a 12% discount
rate.

The Company has an unrecorded receivable from JuriSearch Holdings, LLC relating
to the sale of the National Law Library database and other assets . Under the
terms of this sale agreement, ITIS is scheduled to receive a total of $517,500
in guaranteed minimum monthly payments during the twelve-month period ending
March 31, 2004. Should JuriSearch fail to perform under the terms of the
purchase agreement, ITIS maintains a security interest in all assets purchased
as well as in all intellectual property, customers, equipment, machinery,
furniture and fixtures and supplies of JuriSearch.

The Company also has an unrecorded receivable from American Legal Data, LLC
relating to the sale of a copy of the National Law Library data. Under the terms
of this sale agreement, ITIS is scheduled to receive monthly payments in the
amount of $16,000 for 120 months beginning June 1, 2002. On February 24, 2003,
ITIS agreed to move seven monthly payments of $16,000 ($112,000) to the lump sum
payment due at the end of the note.

ITEM 3. CONTROLS AND PROCEDURES

The Chief Executive Officer and the Chief Financial Officer have reviewed the
disclosure controls and procedures relating to the Company within the 90 days
preceding this report and concluded that such controls and procedures are
effective to make known to the Company all material information about the
financial and operation activities of the Company. There were no deficiencies
identified in such controls or procedures and there have been no changes in such
controls and procedures since our evaluation that could significantly affect
their effectiveness.


                                       13
<PAGE>
                                   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 20, 2003                         /s/ Hunter M.A. Carr
                                     ----------------------
                                         Hunter M.A. Carr
                                         President and Chief Executive Officer

May 20, 2003                         /s/ Joanna Hoover
                                     ----------------------
                                         Joanna Hoover
                                         Principal Accounting Officer


                                       14
<PAGE>

                                  CERTIFICATION
                                  -------------

     I, Hunter M.A. Carr, the Principal Executive Officer of ITIS Holdings Inc.,
certify  that:

     1. I have reviewed this quarterly report on Form 10-QSB of ITIS Holdings
Inc.;

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

     4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a) designed such disclosure controls and procedures to ensure that material
     information relating to the registrant, including its consolidated
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which this quarterly report is being
     prepared;

     b) evaluated the effectiveness of the registrant's disclosure controls and
     procedures as of a date within 90 days prior to the filing date of this
     quarterly report (the "Evaluation Date"); and

     c) presented in this quarterly report our conclusions about the
     effectiveness of the disclosure controls and procedures based on our
     evaluation as of the Evaluation Date;

     5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):

     a) all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to record,
     process, summarize and report financial data and have identified for the
     registrant's auditors any material weaknesses in internal controls; and

     b) any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal
     controls; and

     6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

     Date: May 20, 2003
     ------------------

     /s/ Hunter M.A. Carr
     --------------------
     Name: Hunter M.A. Carr
     Title: Chief Executive Officer


<PAGE>
                                  CERTIFICATION
                                  -------------

     I, Joanna Hoover, the Principal Financial Officer of ITIS Holdings Inc.,
certify that:

     1. I have reviewed this quarterly report on Form 10-QSB of ITIS Holdings
Inc.;

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

     4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a) designed such disclosure controls and procedures to ensure that material
     information relating to the registrant, including its consolidated
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which this quarterly report is being
     prepared;

     b) evaluated the effectiveness of the registrant's disclosure controls and
     procedures as of a date within 90 days prior to the filing date of this
     quarterly report (the "Evaluation Date"); and

     c) presented in this quarterly report our conclusions about the
     effectiveness of the disclosure controls and procedures based on our
     evaluation as of the Evaluation Date;

     5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):

     a) all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to record,
     process, summarize and report financial data and have identified for the
     registrant's auditors any material weaknesses in internal controls; and

     b) any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal
     controls; and

     6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

     Date: May 20, 2003
     ------------------

     /s/ Joanna Hoover
     -----------------
     Name: Joanna Hoover
     Title: Chief Financial Officer


<PAGE>