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 SEPTEMBER 30, 2004

                                       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 [ ]

The number of shares of the issuer's common stock outstanding as of November 12,
2004 was 5,495,743.

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


<PAGE>
<TABLE>
<CAPTION>
                               ITIS HOLDINGS INC.

                                   FORM 10-QSB

                       FOR THE QUARTER SEPTEMBER 30, 2004


                                      INDEX

                                                                     PAGE
                                                                     ----
<S>                                                                  <C>
PART I -- FINANCIAL INFORMATION

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

Item 2.   Management's Discussion and Analysis Or Plan of Operation     9

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

SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    14
</TABLE>


                                        2
<PAGE>
<TABLE>
<CAPTION>
ITIS HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2004 (UNAUDITED)

                               ASSETS

Current assets:
<S>                                                                      <C>
    Cash and cash equivalents                                            $          -
    Note receivable-current portion                                           480,000
    Investments available for sale, at fair market value                       11,055
    Other current assets                                                       43,676
                                                                         -------------
         Total current assets                                                 534,731
                                                                         -------------
Note receivable, net of current portion                                       841,086
Other long term assets                                                         92,690
Fixed assets, net of depreciation                                              62,426
                                                                         -------------

         Total assets                                                    $  1,530,933
                                                                         =============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
    Bank overdraft                                                       $     77,278
    Notes payable-other                                                       400,882
    Disputed note to Cootes Drive LLC                                         500,000
    Accounts payable                                                          321,174
    Accounts payable-related parties                                          846,028
    Accrued interest-related parties                                        1,504,827
    Accrued liabilities                                                        53,799
    Series A Convertible Preferred stock, par value $.001;
      50,000,000 shares authorized; 161.08
      shares issued and outstanding                                         2,027,526
                                                                         -------------
      Total current liabilities                                             5,731,514
    Long term notes payable to Chairman                                     2,150,117
    Long term notes payable to Directors                                    2,022,500
                                                                         -------------
Total liabilities                                                           9,904,131
                                                                         -------------
Commitments and contingencies

Stockholders' deficit:
    Common stock, par value $.001, 150,000,000 shares
      authorized;  5,697,450 shares issued and 5,495,743
      shares outstanding                                                        5,697
    Additional paid in capital                                             29,384,073
    Accumulated deficit                                                   (37,290,518)
    Treasury stock, at cost, 201,707 shares                                  (323,127)
    Accumulated other comprehensive income,
      unrealized loss on investments                                         (149,323)
                                                                         -------------
      Total stockholders' deficit                                          (8,373,198)
                                                                         -------------
  Total liabilities and stockholders' deficit                            $  1,530,933
                                                                         =============
</TABLE>


                                        3
<PAGE>
<TABLE>
<CAPTION>
ITIS HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)

                                               For the nine months ended        For the three months ended
                                                      September 30,                     September 30,
                                                 2004              2003              2004           2003
                                           ----------------  ----------------  ----------------  -----------
                                                                (restated)                       (restated)
<S>                                        <C>               <C>               <C>               <C>
REVENUE, NET OF DEFERRED INCOME
  Automated litigation support services    $        35,000   $       404,670   $             -   $   68,025
  Database management sales and services                 -            46,066                 -            -
  Pharmaceutical sales                             148,470           228,948                 -       85,511
                                           ----------------  ----------------  ----------------  -----------
  Total revenues                                   183,470           679,684                 -      153,536
                                           ----------------  ----------------  ----------------  -----------

OPERATING EXPENSES:
  Cost of sales-pharmaceuticals                    120,754           167,951                 -       59,668
  Selling and marketing                             19,936            79,575                 -       15,513
  General and administrative                       711,597         1,612,618           154,438      402,517
  Production and computer service                   23,328           372,772                 -       89,298
  Amortization and depreciation                     84,431           218,632            12,313       70,486
                                           ----------------  ----------------  ----------------  -----------
  Total operating expenses                         960,046         2,451,548           166,751      637,482
                                           ----------------  ----------------  ----------------  -----------

LOSS FROM OPERATIONS                              (776,576)       (1,771,864)         (166,751)    (483,946)

DISCONTINUED OPERATIONS
  Loss on disposal of business segments                  -        (2,595,652)                -            -

INTEREST INCOME                                    120,568           103,325            18,809       78,719
INTEREST EXPENSE                                  (275,096)         (713,690)         (110,248)    (233,227)
GAIN ON SALE OF INVESTMENTS
  AND EQUIPMENT                                          -           126,337                 -      (66,041)
                                           ----------------  ----------------  ----------------  -----------

NET LOSS                                          (931,104)       (4,851,544)         (258,190)    (704,495)

OTHER COMPREHENSIVE GAIN (LOSS)
  Unrealized loss on investments
    available for sale                             (58,871)          (65,248)          (10,295)      38,376
                                           ----------------  ----------------  ----------------  -----------

NET AND COMPREHENSIVE LOSS                 $      (989,975)  $    (4,916,792)  $      (268,485)  $ (666,119)
                                           ================  ================  ================  ===========

LOSS PER COMMON SHARE                      $         (0.18)  $         (0.93)  $         (0.05)  $    (0.12)
                                           ================  ================  ================  ===========
WEIGHTED AVERAGE SHARES USED IN
  COMPUTING LOSS PER
  COMMON SHARE                                   5,495,743         5,297,053         5,495,743    5,495,743
                                           ================  ================  ================  ===========
</TABLE>


                                        4
<PAGE>
<TABLE>
<CAPTION>
ITIS HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)

                                                        For the nine months ended
                                                               September 30,
                                                           2004             2003
                                                     -----------------  ------------
                                                                         (restated)
<S>                                                  <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                           $       (931,104)  $(4,851,544)
  Adjustments to reconcile net loss to net
    cash used in operating activities:
    Issuance of common stock, options,
      or warrants for goods or services                             -         8,000
    Amortization and depreciation                              84,431       218,632
    Gain on sales of investments                                    -      (126,954)
    Loss on sale of equipment                                       -           617
    Loss on sale of database                                        -     2,595,652
    Changes in:
      Accounts receivable                                     148,732      (162,106)
      Accrued interest on notes receivable                          -          (983)
      Inventory                                                34,823         8,048
      Other assets                                            (46,456)     (109,026)
      Accounts payable                                        (23,877)      (61,931)
      Accrued liabilities                                     137,597       664,436
      Deferred revenue                                           (150)     (153,755)
                                                     -----------------  ------------

    Net cash used in operating activities                    (596,004)   (1,970,914)
                                                     -----------------  ------------
CASH FLOWS FROM INVESTMENT ACTIVITIES:
  Payments received on notes receivable                       237,218        58,287
  Purchase of treasury stock                                        -        (2,250)
  Purchase of licensing agreement                                   -       (25,000)
  Proceeds from sale of investments                                 -       767,301
  Proceeds from sale of equipment                                   -           750
  Proceeds from sale of database                                    -       466,971
  Additions to furniture and equipment                              -        (9,238)
                                                     -----------------  ------------

    Net cash provided by investment activities                237,218     1,256,821
                                                     -----------------  ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Bank overdraft                                               77,278         6,286
  Proceeds from notes payable                                 325,000       126,061
  Advances from related parties                               112,710       719,331
  Payments on notes payable                                  (267,178)     (381,316)
                                                     -----------------  ------------
    Net cash provided by financing activities                 247,810       470,362
                                                     -----------------  ------------
NET DECREASE IN CASH AND CASH
  EQUIVALENTS                                                (110,976)     (243,731)

CASH AND CASH EQUIVALENTS, beginning of period                110,976       248,722
                                                     -----------------  ------------
CASH AND CASH EQUIVALENTS, end of period             $              -   $     4,991
                                                     =================  ============
</TABLE>


                                        5
<PAGE>
ITIS HOLDINGS INC. AND SUBSIDIARIES
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
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 2003 as reported in the 10-KSB have been omitted.

NOTE 2 - RESTATEMENT OF PREVIOUSLY REPORTED STATEMENT OF OPERATIONS

ITIS recognized revenue from services performed by its litigation support
division based on agreements signed prior to December 31, 2002 with its largest
customer. Subsequent to December 31, 2002, management received an agreement in
April 2003 that asserted the payment for the services performed by ITIS were
contingent upon the customer collecting for such services. Management disputes
the alleged agreement; however, management has determined that based on the
contingency and lack of collection, revenue should not have been recognized and
has restated revenues for the three and nine months ended September 30, 2003.

A summary of the restatement follows:

<TABLE>
<CAPTION>
                                              For the nine months ended                  For the three months ended
                                                  September 30, 2003                          September 30, 2003
                                     -------------------------------------------  -----------------------------------------
                                      As previously   Restatement        As        As previously   Restatement       As
                                        reported      adjustments     restated       reported      adjustments    restated
                                     ---------------  ------------  ------------  ---------------  ------------  ----------
<S>                                  <C>              <C>           <C>           <C>              <C>           <C>
Revenues                             $    1,095,220      (415,536)  $   679,684   $      159,444        (5,908)  $ 153,536
Net loss attributable to common
  shareholders                       $   (4,501,256)     (415,536)  $(4,916,792)  $     (660,211)       (5,908)  $(666,119)
Basic and diluted loss attributable
  to common shareholders per
  common share                       $        (0.85)        (0.08)  $     (0.93)  $        (0.12)            -   $   (0.12)
</TABLE>

NOTE 3 - 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.


                                        6
<PAGE>
<TABLE>
<CAPTION>
                                     For the nine months ended       For the three months ended
                                            September 30,                   September 30,
                                        2004            2003            2004            2003
                                   --------------  --------------  --------------  --------------
                                                     (restated)                      (restated)
<S>                                <C>             <C>             <C>             <C>
Net loss applicable
  to common shareholders:
     As reported:                  $    (931,104)  $  (4,851,544)  $    (258,190)  $    (704,495)
     Less: compensation expense
      charged to income:                      -           8,000               -               -
     Plus: proforma compensation
       expense:                                -          (8,000)              -               -
                                   --------------  --------------  --------------  --------------
     Proforma net loss applicable
       to common shareholders:     $    (931,104)  $  (4,851,544)  $    (258,190)  $    (704,495)
                                   ==============  ==============  ==============  ==============
   Basic loss per common share:
     As reported:                  $       (0.18)  $       (0.93)  $       (0.05)  $       (0.12)
     Proforma:                     $       (0.18)  $       (0.93)  $       (0.05)  $       (0.12)
</TABLE>

NOTE 4 - DISCONTINUED OPERATIONS

On June 1, 2004, ITIS subsidiary PharmHouse closed its pharmacy location in
Rosenberg, Texas and transferred and sold the inventory of pharmaceuticals at
its cost basis of $27,141 to the pharmacist in charge at that location.
PharmHouse is negotiating the potential sale of a majority equity interest in
PharmHouse, and maintains no pharmacy operations at the present time.

As an indirect result of the July 7, 2003 dismissal of our claims against
Southridge Capital Management LLC and others, the litigation support services
provided by ITIS subsidiary Litidex(R) have been suspended indefinitely as we
attempt to renegotiate our service contracts.

NOTE 5 - BUSINESS SEGMENTS:

ITIS Holdings owns subsidiaries that, through the quarter ended June 30, 2004,
provided automated litigation support services, document and Database management
services, and that operated pharmacies.

<TABLE>
<CAPTION>
NINE MONTHS ENDED                             LOSS FROM    INTEREST     TOTAL     DEPRECIATION/
SEPTEMBER 30, 2004               NET SALES    OPERATIONS    EXPENSE     ASSETS     AMORTIZATION
-------------------------------  ----------  ------------  ---------  ----------  --------------
<S>                              <C>         <C>           <C>        <C>         <C>
Automated Litigation Support     $   35,000  $  (132,816)  $ 140,185  $   25,708  $       33,570
Database Management                       -      (71,030)    134,911   1,424,093          33,639
Pharmacy Operations                 148,470     (405,979)          -      81,132          17,222
Unallocated corporate overhead            -     (166,751)          -           -               -
                                 ----------  ------------  ---------  ----------  --------------
Total, ITIS Holdings Inc.        $  183,470  $  (776,576)  $ 275,096  $1,530,933  $       84,431
                                 ==========  ============  =========  ==========  ==============

NINE MONTHS ENDED                            LOSS FROM     INTEREST   TOTAL       DEPRECIATION/
SEPTEMBER 30, 2003 (RESTATED)    NET SALES   OPERATIONS    EXPENSE    ASSETS      AMORTIZATION
-------------------------------  ----------  ------------  ---------  ----------  --------------
Automated Litigation Support     $  404,670  $  (714,246)  $ 319,734  $  452,434  $       29,079
Database Management                  46,066     (448,058)    100,006   1,853,170         160,230
Pharmacy Operations                 228,948     (609,560)    293,950     435,584          29,323
                                 ----------  ------------  ---------  ----------  --------------
Total, ITIS Holdings Inc.        $  679,684  $(1,771,864)  $ 713,690  $2,741,188  $      218,632
                                 ==========  ============  =========  ==========  ==============
</TABLE>


                                        7
<PAGE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED                            LOSS FROM    INTEREST     TOTAL     DEPRECIATION/
SEPTEMBER 30, 2004               NET SALES    OPERATIONS    EXPENSE     ASSETS     AMORTIZATION
-------------------------------  ----------  ------------  ---------  ----------  --------------
<S>                              <C>         <C>           <C>        <C>         <C>
Automated Litigation Support     $        -  $         -   $  55,342  $   25,708  $        4,366
Database Management                       -            -      54,906   1,424,093           6,501
Pharmacy Operations                       -            -                  81,132           1,446
Unallocated corporate overhead            -     (166,751)          -           -               -
                                 ----------  ------------  ---------  ----------  --------------
Total, ITIS Holdings Inc.        $        -  $  (166,751)  $ 110,248  $1,530,933  $       12,313
                                 ==========  ============  =========  ==========  ==============

THREE MONTHS ENDED                           LOSS FROM     INTEREST   TOTAL       DEPRECIATION/
SEPTEMBER 30, 2003 (RESTATED)    NET SALES   OPERATIONS    EXPENSE    ASSETS      AMORTIZATION
-------------------------------  ----------  ------------  ---------  ----------  --------------
Automated Litigation Support     $   68,025  $  (193,878)  $  90,531  $  452,434  $        9,702
Database Management                       0     (124,717)     25,008   1,853,170          53,477
Pharmacy Operations                  85,511     (165,351)    117,688     435,584           7,307
                                 ----------  ------------  ---------  ----------  --------------
Total, ITIS Holdings Inc.        $  153,536  $  (483,946)  $ 233,227  $2,741,188  $       70,486
                                 ==========  ============  =========  ==========  ==============
</TABLE>

NOTE 6 - NOTES PAYABLE AND FINANCING AGREEMENTS:

On March 15, 2004, ITIS Inc. dba Litidex(R) and National Law Library executed a
new promissory note for $307,451 to Houston RPM, L.C. This note refinanced
$207,451 of the note dated December 2, 2003, and provided $100,000 in new
funding to National Law Library. The note bears interest at 18% per year, and is
secured by assignment of the Asset Purchase Agreement between National Law
Library, Brief Reporter and Jurisearch Holdings, LLC dated August 16, 2002. The
amount of each monthly installment shall equal payments received pursuant to the
Asset Purchase Agreement, but in no event shall the payment be less than $32,500
per month. Any unpaid principal and interest is due in full on November 15,
2004.

On May 4, 2004, ITIS subsidiary National Law Library executed a promissory note
for $100,000 to Frost National Bank, Houston, Texas. The note bore interest at
4.5% and was payable in one principal payment plus accrued interest on August 2,
2004. On August 2, 2004, this note was renewed. Under the terms of the new note,
the entire principal amount plus any accrued and unpaid interest is due on
August 1, 2005. The new note has a variable interest rate of .50 percentage
points over the prime rate of Frost National Bank, resulting in an initial
interest rate of 4.75%.  Interest is payable monthly. Hunter Carr, Chief
Executive Officer of ITIS, personally guarantees and has provided personal
assets as collateral for this note payable.

On June 17, 2004, ITIS subsidiary National Law Library executed a promissory
note for $125,000 to Frost National Bank, Houston, Texas. The note bore interest
at 4.5% and was payable in one principal payment plus accrued interest on
September 17, 2004. On September 17, 2004, this note was renewed. Under the
terms of the new note, the entire principal amount plus any accrued and unpaid
interest is due on September 16, 2005. The new note has a variable interest rate
of .50 percentage points over the prime rate of Frost National Bank, resulting
in an initial interest rate of 5.0%.  Interest is payable monthly. Hunter Carr,
Chief Executive Officer of ITIS, personally guarantees and has provided personal
assets as collateral for this note payable.


                                        8
<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.

As disclosed in Note 4 to the unaudited financial statements as of September 30,
2004, ITIS has no ongoing operations at the present time. However, 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. Outside financing and additional loans
from Mr. Carr (President and Chairman of the Board of Directors of ITIS) are the
Company's current sources of funding.

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:

     -    Note receivable at September 30, 2004 in the amount of $1,321,086,
          represents receivables related to the sale of National Law Library
          assets and Brief Reporter. Because we believe all such amounts are
          collectible due to the nature of the agreements and our collection
          experience with the payers, we have not recorded an allowance for
          doubtful accounts for this receivable. The long-term portion
          represents the amounts we estimate will not be paid to us within the
          next twelve months, discounted by 12%.

     -    On July 29, 2002 ITIS entered into an Asset Purchase Agreement with
          American Legal Data, LLC, a Delaware limited liability company
          (Buyer). Under the terms of the Purchase Agreement, ITIS sold to Buyer
          all right, title and interest in one complete copy of data consisting
          of an electronic form of federal and state constitutions, statutes,
          regulations, case law, rules and legal briefs, together with
          additions, derivations and updates, as it existed on July 29, 2002. In
          consideration for these assets, Buyer agreed to pay to ITIS $2
          million, of which $25,000 was paid in 2001 and $66,000 was paid at or
          prior to closing on July 29, 2002. The balance of the consideration
          ($1,909,000) is payable in minimum monthly installments of $16,000 for
          120 months beginning August 16, 2002. Unpaid principal accrues
          interest at the rate of 8% per year, and in the 121st month following
          the closing date, Buyer will make a lump sum payment equal to the
          outstanding principal and any accumulated interest. 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. At September 30,
          2004, the principal balance owed by American Legal Data was $1,892,481
          and they were delinquent in payments due for May through September
          2004. American Legal Data has assured us they will resume making
          payments in the fourth quarter of 2004.

          Based on the guidelines of SEC Staff Accounting Bulletin No. 101,
          Revenue Recognition in Financial Statements, it is the opinion of
          management that the installment method of accounting is appropriate
          for this sale, as uncertainty exists as to the ultimate collectibility
          of the sale price. Accordingly, management has provided for deferred
          gross profit in an amount equal to the outstanding balance of the note
          receivable at September 30, 2004 or $1,892,481. Principal and interest
          payments on the note receivable will be recorded as income, and a
          reduction for the principal amount will be recorded to the note
          receivable and deferred gross profit, as future payments are received.


                                        9
<PAGE>
     -    The Company is not party to any off balance sheet arrangements.

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 and nine months ending September 30, 2004 and 2003.

RESULTS OF OPERATIONS

Revenues.  Revenues decreased by $496,214 to $183,470 during the nine months
ended September 30, 2004, from $679,684 recorded for the nine months ended
September 30, 2003. Revenues also decreased by $153,536 to zero for the quarter
ended September 30, 2004, from $153,536 for the quarter ended September 30,
2003. Revenues from the automated litigation support services of subsidiary
Litidex(R) decreased by $369,670 and $68,025 for the nine months and quarter
ended September 30, 2004, respectively. At the present time, our litigation
support services are suspended indefinitely as we attempt to renegotiate our
service contracts.  Revenues generated by pharmacy operations decreased by
$80,478 and $85,511 for the nine months and quarter ended September 30, 2004,
respectively. On June 1, 2004, ITIS subsidiary PharmHouse closed its pharmacy
location in Rosenberg, Texas and suspended PharmHouse operations. There were no
revenues from database management services in the nine months ended September
30, 2004 as compared to $46,066 for the nine months ended September 30, 2003.

Cost of Sales. Cost of sales decreased by $47,197 and $59,668, respectively, for
the nine months and quarter ended September 30, 2004. Cost of sales directly
relates to sales of pharmaceutical products sold by subsidiary PharmHouse, which
discontinued operations on June 1, 2004.

Sales and Marketing Expense. Sales and marketing expense decreased by $59,639
and $15,513 to $19,936 and zero for the nine months and quarter ended September
30, 2004, respectively, from $79,575 and $15,513 for the nine months and quarter
ended September 30, 2003.  The decrease is primarily due to the elimination of
contract marketing personnel and telephone expenses.

General and Administrative Expense. General and administrative expense decreased
by $901,021 to $711,597 for the nine months ended September 30, 2004, from
$1,612,618 for the nine months ended September 30, 2003. General and
administrative expense also decreased by $248,079 to $154,438 for the quarter
ended September 30, 2004, from $402,517 for the quarter ended September 30,
2003. These decreases are a result of the following:

     -    Payroll and related costs at the administrative and management level
          decreased by $754,469 and $230,651 for the nine months and quarter
          ended September 30, 2004, respectively.

     -    The expense of professional fees, contract services, and outside
          consulting services decreased by $43,757 and $56,618 for the nine
          months and quarter ended September 30, 2004, respectively.

     -    Rent, utilities and related expenses decreased by $46,261 and $12,960
          for the nine months and quarter ended September 30, 2004,
          respectively.

     -    The expense of taxes other than income tax and insurance decreased by
          $50,548 and $22,548, respectively, for the nine months ended September
          30, 2004.

     -    Miscellaneous other general and administrative expenses were reduced
          by $41,660 and $3,883 for the nine months and quarter ended September
          30, 2004, respectively. These reductions were offset by increased bad
          debt expense of $58,222 and $56,033 for the nine months and quarter
          ended September 30, 2004, respectively.


                                       10
<PAGE>
Production and Computer Service Expense.  Production and computer service
expense decreased by $349,444 and $89,297 for the nine months and quarter ended
September 30, 2004, respectively, to $23,328 and zero, from $372,772 and $89,297
for the nine months and quarter ended September 30, 2003. The decreases are due
to suspension of production and related costs of automated litigation support
subsidiary Litidex(R).

Amortization and Depreciation Expense.   Amortization and depreciation expense
decreased by $134,201 and $58,173 for the nine months and quarter ended
September 30, 2004, respectively, to $84,431 and $12,313, from $218,632 and
$70,486 for the nine months and quarter ended September 30, 2003. The decrease
is primarily due to the reduction in our capitalized software and other
intangibles, which were impaired to a basis of zero at December 31, 2003.

Interest Expense. Interest expense decreased by $438,594 and $122,979 for the
nine months and quarter ended September 30, 2004, respectively, to $275,096 and
$110,248, from $713,690 and $233,227 for the nine months and quarter ended
September 30, 2003. The majority of the interest expense decrease is due to the
reclassification of a $2,173,500 imputed note payable to Rainmaker Ventures,
Ltd. to additional paid-in-capital at year-end 2003.

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 nine months ended September 30, 2004, ITIS's cash and cash equivalents
decreased by $110,976 to no available cash at September 30, 2004 from the
December 31, 2003 available cash balance of $110,976. ITIS has a working capital
deficit of $5,196,783 at September 30, 2004. Cash used in operating activities
was $596,004, cash provided by investment activities was $237,218, and cash
provided by financing activities was $247,810.

Cash used in operating activities of $596,004 is primarily due to operating
losses. Cash provided by investment activities is due to payments received on
notes receivable in the amount of $237,218. Cash provided by financing
activities of $247,810 is due to new loan proceeds from a third party lender in
the amount of $325,000, advances from related parties in the amount of $112,710,
and a bank overdraft in the amount of $77,278. These amounts are offset by
$267,178 in payments made on various notes payable.

Note receivable at September 30, 2004 in the amount of $1,321,086, represents
receivables related to the sale of National Law Library assets and Brief
Reporter. Because we believe all such amounts are collectible due to the nature
of the agreements and our collection experience with the payers, we have not
recorded an allowance for doubtful accounts for these receivables. The long-term
portion represents the amounts we estimate will not be paid to us within the
next twelve months, discounted by 12%.

The Company 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. While at September 30, 2004,
American Legal Data was delinquent in payments due for May through September
2004, they have assured us that they will resume making payments in the fourth
quarter of 2004.

On March 15, 2004, ITIS Inc. dba Litidex(R) and National Law Library executed a
new promissory note for $307,451 to Houston RPM, L.C. This note refinanced
$207,451 of a note dated December 2, 2003, and provided $100,000 in new funding
to National Law Library. The note bears interest at 18% per year, and is secured
by assignment of the Asset Purchase Agreement between National Law Library,


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Brief Reporter and Jurisearch Holdings, LLC dated August 16, 2002. The amount of
each monthly installment shall equal payments received pursuant to the Asset
Purchase Agreement, but in no event shall the payment be less than $32,500 per
month. Any unpaid principal and interest is due in full on November 15, 2004.

On May 4, 2004, ITIS subsidiary National Law Library executed a promissory note
for $100,000 to Frost National Bank, Houston, Texas. The note bore interest at
4.5% and was originally payable in one principal payment plus accrued interest
on August 2, 2004. On August 2, 2004, this note payable was renewed. Under the
terms of the new note, the entire principal amount plus any accrued and unpaid
interest is due on August 1, 2005. The new note has a variable interest rate of
..50 percentage points over the prime rate of Frost National Bank, resulting in
an initial interest rate of 4.75%.  Interest is payable monthly. Hunter Carr,
Chief Executive Officer of ITIS, personally guarantees and has provided personal
assets as collateral for this note payable.

On June 17, 2004, ITIS subsidiary National Law Library executed a promissory
note for $125,000 to Frost National Bank, Houston, Texas. The note bore interest
at 4.5% and was payable in one principal payment plus accrued interest on
September 17, 2004. On September 17, 2004, this note was renewed. Under the
terms of the new note, the entire principal amount plus any accrued and unpaid
interest is due on September 16, 2005. The new note has a variable interest rate
of .50 percentage points over the prime rate of Frost National Bank, resulting
in an initial interest rate of 5.0%.  Interest is payable monthly. Hunter Carr,
Chief Executive Officer of ITIS, personally guarantees and has provided personal
assets as collateral for this note payable.

As of September 30, 2004, the total principal amount owed to Hunter Carr, CEO of
ITIS, was $2,150,117. Accrued but unpaid interest amounted to $656,063 at
September 30, 2004.

ITIS's financial statements are prepared using principles applicable to a going
concern, which contemplate the realization of assets and liquidation of
liabilities in the normal course of business. We do not at this time have a
source of revenues, working capital or cash flow to cover operating costs to
allow the Company to remain in business. Management plans to continue to utilize
additional loans from Mr. Carr (President and Chairman of the Board of Directors
of ITIS) and other directors and investors as long as funds from these sources
remain available. If adequate funding from these sources is not available until
a new source of operating revenues is established, ITIS will be unable to remain
in business.

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. Our internally generated cash flows from operations
have historically been insufficient for our cash needs and will continue to for
the foreseeable future. As of November 15, 2004, sources of external and
internal financing are very limited. It is not expected that the internal source
of liquidity will improve until significant net cash is provided by operating
activities (which may not be achieved), and until such time, ITIS will rely upon
external sources for liquidity. 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.


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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
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 5. OTHER INFORMATION

On June 15, 2004, Walter B. Rae and Kelley V. Kirker resigned from the Board of
Directors, citing personal and health reasons. Remaining Board members are
Chairman of the Board Hunter M. A. Carr, W. Paul Thayer, George A. Roberts, and
W. Allyn Hoaglund.

ITEM 6. REPORTS ON FORM 8-K

The following reports on Form 8-K were filed during the quarter for which this
report is filed:

     None


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                                   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.


November 15, 2004                      /s/ Hunter M.A. Carr
                                       --------------------
                                           Hunter M.A. Carr
                                           President and Chief Executive Officer



November 15, 2004                      /s/ Joanna Hoover
                                       -----------------
                                           Joanna Hoover
                                           Principal Accounting Officer


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