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

                                    FORM 10-Q

  [X]         QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR  15(D)
                      OF THE SECURITIES EXCHANGE ACTOF 1934

                    FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002

                                       OR

  [_]           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                              ____________________

                         Commission File Number 1-07149

                                    ITIS INC.
             (Exact Name of Registrant as specified in its charter)


       DELAWARE                                       82-0277987
       (State or other jurisdiction of                (I.R.S. Employer
       incorporation or organization)                 Identification No.)

     4301 WINDFERN ROAD, SUITE 200, HOUSTON, TEXAS            77041
     (Address of principal executive office)                (Zip Code)

       Registrant's telephone number, including area code: (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 registrant's common stock outstanding as of May 17,
2002  was  37,894,664.


<PAGE>
                                    ITIS INC.

                                    FORM 10-Q

                         FOR THE QUARTER MARCH 31, 2002

                                      INDEX
                                                                            PAGE
                                                                            ----

PART  I  -  FINANCIAL  INFORMATION

Item  1.   Condensed  Consolidated  Financial  Statements . . . . . . . . . .  3

Item  2.   Management's Discussion and Analysis of Financial
           Condition  and  Results  of  Operations  . . . . . . . . . . . . . 19

Item  3.   Quantitative and Qualitative Disclosures About Market Risk . . . . 23

PART  II.  OTHER  INFORMATION

Item  1.  Legal  Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . 23

Item  2.  Changes  in  Securities  and  Use  of  Proceeds . . . . . . . . . . 24

Item  6.  Exhibits  and  Reports  on  Form  8-K . . . . . . . . . . . . . . . 25

SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29




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

                                                                      MARCH 31,   DECEMBER 31
                                                                        2002          2001
                                                                     -----------  ------------
                                                                     (Unaudited)
<S>                                                                  <C>          <C>
                                     ASSETS

Current assets:

  Cash and cash equivalents                                          $    15,224  $     69,280
  Accounts receivable, net of allowance for doubtful accounts
    of  $34,127 at March 31, 2002 and December 31, 2001                1,762,983     1,524,704
  Investments available for sale, at fair market value                    43,705       199,250
  Other current assets                                                    18,232        14,710
                                                                     -----------  ------------

    Total current assets                                               1,840,144     1,807,944
                                                                     -----------  ------------

Long term assets:

  Accounts receivable                                                  1,140,000       760,000
  Licensing agreement                                                    150,000       150,000
                                                                     -----------  ------------

    Total long term assets                                             1,290,000       910,000
                                                                     -----------  ------------

Fixed assets and intangibles, net of amortization and depreciation
  Database content and software costs                                 11,967,959    11,914,639
  Furniture and equipment                                                298,282       327,272
  Intangible assets                                                      790,455     1,127,416
                                                                     -----------  ------------
    Total fixed assets and intangibles, net                           13,056,696    13,369,327
                                                                     -----------  ------------

    Total assets                                                     $16,186,840  $ 16,087,271
                                                                     ===========  ============
</TABLE>


    The accompanying notes are an integral part of these condensed consolidated
                              financial statements


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


                                                             MARCH 31,     DECEMBER 31,
                                                               2002            2001
                                                           -------------  --------------
                                                            (Unaudited)
<S>                                                        <C>            <C>
    LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Bank overdraft                                           $     74,452   $      40,813
  Notes payable-other                                         2,519,173       1,922,934
  Disputed note payable to Cootes Drive LLC                     500,000         500,000
  Accounts payable                                              590,363         544,010
  Accounts payable-related parties                               80,728          83,125
  Accrued interest                                              488,368         342,658
  Accrued liabilities                                           433,039         454,827
  Deferred revenue                                              928,494         853,740
                                                           -------------  --------------
    Total current liabilities                                 5,614,617       4,742,107
  Long term notes payable and advances from Chairman          2,211,619       2,150,117
                                                           -------------  --------------
Total liabilities                                             7,826,236       6,892,224
                                                           -------------  --------------

  Commitments and contingencies

Stockholders' equity:
  Series A Convertible Preferred stock, par value $.001;
    50,000,000 shares authorized; 161.08 shares issued
    and outstanding, respectively                             2,027,526       2,027,526
  Common stock, par value $.001, 100,000,000 shares
    authorized;  39,575,780 and 39,383,396 shares
    issued, respectively;  37,894,664 and 37,702,280
    shares outstanding, respectively                             39,575          39,383
  Warrants                                                    1,213,372       1,213,372
  Additional paid in capital                                 24,874,159      24,801,383
  Accumulated deficit                                       (19,393,787)    (18,557,247)
  Treasury stock, at cost, 1,681,116 shares
    at March 31, 2002 and December 31, 2001                    (284,554)       (284,554)
  Accumulated other comprehensive income,
    unrealized gain/(loss) on investments                       (68,748)          1,083
  Less notes receivable issued for purchase of
    common stock                                                (46,939)        (45,899)
                                                           -------------  --------------
    Total stockholders' equity                                8,360,604       9,195,047
                                                           -------------  --------------

    Total liabilities and stockholders' equity             $ 16,186,840   $  16,087,271
                                                           =============  ==============
</TABLE>

               The accompanying notes are an integral part of these condensed
                        consolidated financial statements


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

                                            For the three months ended March 31,
                                            ------------------------------------
                                                  2002               2001
                                            -----------------  -----------------
<S>                                         <C>                <C>
  REVENUE, NET OF DEFERRED INCOME           $        938,409   $        364,865
                                            -----------------  -----------------

  OPERATING EXPENSES:
    Selling and marketing                             69,981            265,947
    General and administrative                       597,143            840,497
    Production and computer service                  106,279             79,116
    Amortization and depreciation                    595,321            612,865
    Other expense                                    150,000                  -
                                            -----------------  -----------------
    Total operating expenses                       1,518,724          1,798,425
                                            -----------------  -----------------

  LOSS FROM CONTINUING OPERATIONS                   (580,315)        (1,433,560)

  DISCONTINUED OPERATIONS (Notes 4 and 7):
    Loss from operations of discontinued
      business segments                                    -           (317,506)

  INTEREST INCOME (EXPENSE), net                    (224,136)           (80,391)
  GAIN (LOSS) ON SALE OF INVESTMENTS
    AND EQUIPMENT                                    (32,089)             4,600
                                            -----------------  -----------------

  NET LOSS APPLICABLE TO COMMON
    SHAREHOLDERS                                    (836,540)        (1,826,857)

  OTHER COMPREHENSIVE INCOME
    Unrealized loss on investments
      available for sale                             (68,748)                 -
                                            -----------------  -----------------

  NET AND COMPREHENSIVE LOSS
    APPLICABLE TO COMMON
    SHAREHOLDERS                            $       (905,288)  $     (1,826,857)
                                            =================  =================

  LOSS PER COMMON SHARE                     $          (0.02)  $          (0.05)
                                            =================  =================
  LOSS PER COMMON SHARE AS A RESULT
    OF DISCONTINUED OPERATIONS              $              -   $          (0.01)
                                            =================  =================
  WEIGHTED AVERAGE SHARES USED IN
    COMPUTING LOSS PER
    COMMON SHARE                                  37,702,348         35,987,460
                                            =================  =================
</TABLE>


  The accompanying notes are an integral part of these condensed consolidated
                              financial statements


                                        5
<PAGE>
<TABLE>
<CAPTION>

ITIS  INC.  AND  SUBSIDIARIES
CONDENSED  CONSOLIDATED  STATEMENTS  OF  CASH  FLOW
(Unaudited)


                                                    For the Three Months ended March 31,
                                                    ------------------------------------
                                                           2002               2001
                                                    -----------------  -----------------
<S>                                                 <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                          $       (836,540)  $     (1,826,857)
  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             46,000
    Amortization of deferred compensation                          -              9,375
    Amortization and depreciation                            595,321            612,865
    Loss on sales of investments                              32,089                  -
    Gain on sale of equipment                                      -             (4,600)
    Services provided for investments                        (99,476)                 -
    Disposal of operating segments                                 -            317,506
    Changes in:
      Accounts receivable                                   (618,279)              (993)
      Accrued interest on notes receivable                    (1,040)                 -
      Other current assets                                    (3,522)            21,634
      Accounts payable                                        43,956            233,945
      Accrued liabilities                                    125,990             70,824
      Deferred revenue                                        74,754             58,745
      Assets distributable to stockholders                         -             (1,761)
                                                    -----------------  -----------------

    Net cash used in operating activities                   (640,847)          (463,317)
                                                    -----------------  -----------------

CASH FLOWS FROM INVESTMENT ACTIVITIES:
  Proceeds from sales of investments                         153,101                  -
  Proceeds from sale of equipment                                  -              5,000
  Additions to database content and software costs          (282,440)          (436,692)
  Additions to furniture and equipment                          (250)           (13,107)
                                                    -----------------  -----------------

    Net cash used in investment activities                  (129,589)          (444,799)
                                                    -----------------  -----------------
</TABLE>


                                                                     (continued)


    The accompanying notes are an integral part of these condensed consolidated
                              financial statements


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


                                                             For the Three Months Ended March 31,
                                                           ----------------------------------------
                                                                  2002                 2001
                                                           -------------------  -------------------
<S>                                                        <C>                  <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
  Bank overdraft                                           $           33,639   $          115,520
  Proceeds from notes payable                                         736,502              765,000
  Payments on notes payable                                           (53,761)             (12,103)
  Distribution of Planet Resources assets and liabilities                   -               13,880
                                                           -------------------  -------------------

    Net cash provided by financing activities                         716,380              882,297
                                                           -------------------  -------------------

NET DECREASE IN CASH AND CASH
  EQUIVALENTS                                                         (54,056)             (25,819)

CASH AND CASH EQUIVALENTS, beginning of period                         69,280               40,475
                                                           -------------------  -------------------

CASH AND CASH EQUIVALENTS, end of period                   $           15,224   $           14,656
                                                           ===================  ===================


SUPPLEMENTAL CASH FLOW INFORMATION:
  Cash paid for interest                                   $           70,439   $            4,956
  Cash paid for income taxes                               $                -   $                -
  Non cash investing and financing transactions:
    Fair value of common stock issued as
      note reduction                                       $           25,000   $          250,000
    Fair value of common stock issued as
      compensation for goods and services                  $           45,900   $                -
    Unrealized losses on investments                       $           69,831   $                -
</TABLE>



    The accompanying notes are an integral part of these condensed consolidated
                              financial statements


                                        7
<PAGE>
ITIS  INC.  AND  SUBSIDIARIES
NOTES  TO  UNAUDITED  CONSOLIDATED  FINANCIAL  STATEMENTS

NOTE 1-BUSINESS:

ITIS Inc. is a Delaware corporation that provides electronic publishing services
and database content through Internet sites with subscription access, licenses
and transaction fees for databases through its subsidiaries, National Law
Library, Inc., GoverNet Affairs, Inc., and Brief Reporter, LLC. The content of
the databases consists of pending legislation, statutory law, rules and case law
at the federal and state levels. Legal briefs from certain important cases
before federal and state courts are also available, as are litigation forms.
ITIS also provides database content, data conversion, automated litigation
support, software, and hardware through its subsidiary, ITIS, Inc., a Texas
corporation, which conducts business as Litidex(R). Litidex(R) currently focuses
its attention on the automated litigation support aspect of the legal services
industry.

Prior to October 31, 2001, ITIS also provided training and support with federal
regulations through its wholly owned subsidiary, Venco Compliance, Inc., and
marketed a CD-Rom product and Website that assisted in medical billing through
Compass Data Systems, Inc. As more fully disclosed in note 7, on October 31,
2001, the stock of Venco was sold and transferred by ITIS to Venco's former
shareholders and the operations and management of Compass Data Systems were
turned over to current Compass employees.

As reflected in the accompanying financial statements, ITIS has incurred
$19,393,787 in losses since inception, has a working capital deficit of
$3,774,473 at March 31, 2002, and has used significant amounts of cash in
operating the company. Should future operating revenues not be sufficient to
fund operations, management plans to continue to utilize additional loans from
Mr. Hunter 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 operations or other sources is not
available, ITIS may not be able to remain in business.

NOTE 2-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Basis of Presentation - In management's opinion, the accompanying unaudited
interim consolidated financial statements of ITIS have been prepared by
management of ITIS in accordance with generally accepted accounting principles
in the U.S. (GAAP) and the rules adopted by the United States Securities and
Exchange Commission (SEC) and should be read in conjunction with the audited
consolidated financial statements and notes thereto contained in ITIS's latest
Annual Report filed with the SEC on Form 10-K. As permitted under these rules,
certain footnotes or other financial information that are normally required
under annual, audited financial statements have been condensed or omitted. 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 in accordance with GAAP 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.

Reclassification of Accounts- Certain reclassifications have been made to prior
year balances for discontinued operations to conform to current year
presentation with no effect on net income.

Concentration of Credit Risk-While National Law Library and GoverNet Affairs
sell their products to varied individuals and entities, the primary source of
the automated litigation support revenues of Litidex(R) at the present time is
the law firm of Christian Wukoson Smith & Jewell. At March 31, 2002, Christian
Wukoson Smith & Jewell owed Litidex(R) $2,756,749 for automated litigation
support services, which represents approximately 95% of the accounts receivable
of ITIS. Although the Company expects to collect these receivables, there are no
scheduled payments. Management has classified a portion of the receivable as
long term based upon expected receipts within the next twelve months


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

Basic Loss Per Share-Basic loss per share has been computed by dividing net loss
by the weighted average number of shares outstanding. All options outstanding at
March 31, 2002 and 2001 have not been included because they are anti-dilutive.
Accordingly, basic and diluted loss per share is the same for all periods
presented.

NOTE 3 - DISCUSSIONS WITH THE SEC REGARDING APPLICATION OF ACCOUNTING
PRONOUNCMENTS:

Content Amortization:

As discussed in our 10-K, management believes that the database content and
software costs asset of ITIS represent case law that can be used indefinitely,
and that this asset should qualify as an intangible asset that will no longer be
amortized under SFAS No. 142. Management has discussed this treatment with the
SEC and agreed with them that continued amortization of content would be more
reflective of the nature of the asset given the costs associated to continually
update the database to maintain its value and marketability. The company's
accounting treatment is still subject to potential new pronouncements from the
Emerging Issues Task Force (EITF) of the Financial Account Standards Board
(FASB). Specifically, the EITF has stated in its abstract EITF 00-20 "Accounting
for Costs Incurred to Acquire or Originate Information for Database Content and
Other Collections of Information" that the EITF will address in future meetings:

          1.   How to account for the costs incurred to acquire or originate
               such information for a collection in a database,

          2.   If a consensus is reached on issue 1, the nature of the costs
               that should be capitalized, and

          3.   If a consensus is reached on issue 1, how to account for
               subsequent costs incurred to maintain and refresh the information
               in the database.

Depending on future issuances by the EITF, it is possible that future additions
to database content and software costs may be required to be expensed as
incurred which would have a material negative impact on the future results of
operations reported by the Company.

Revenue Recognition:

As discussed in our 10-K, management is seeking guidance from the SEC regarding
its application of revenue recognition for litigation support services.
Discussions with the SEC are still ongoing with no definite conclusion.
Management currently defers an average of 22% of litigation support revenue when
the contract is signed as a substantial portion of the work required has been
performed to obtain the required contract. Management has calculated the
deferral amount based upon the future estimated work to complete the services
under the contract, which are to update litigation support databases in an
electronic format with new client information as it becomes available.
Management recognizes revenues from these services as they are performed.

Management believes that it has been both prudent and conservative in
determining deferral of revenue recognition; however, the SEC could determine
that our revenue recognition policy is inappropriate, which would result in
increased deferrals on current and future litigation support contracts.


                                        9
<PAGE>
ITIS  INC.  AND  SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

NOTE 4 - DISCONTINUED OPERATIONS

SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets",
addresses financial accounting and reporting for the impairment or disposal of
long-lived assets as well as expands the qualifications of discontinued
operations and is effective for financial statements issued for fiscal years
beginning after December 15, 2001. ITIS has elected to early adopt this
statement. Accordingly, during the year ended December 31, 2001 ITIS recorded a
loss on discontinued operations of $897,418 for the disposal of Compass Data
Systems and $73,950 for the disposal of Venco Compliance as more fully disclosed
in note 7. For the three-month period ended March 31, 2001 losses related to
these discontinued operations amounted to $9,403 for Venco Compliance and
$308,103 for Compass Data Systems. The implementation of this standard does not
represent a significant change from prior Generally Accepted Accounting
Principles.

NOTE 5-BUSINESS SEGMENTS

For the quarter ended March 31, 2001, ITIS and its subsidiaries were engaged in
the business of providing Internet services, compliance and safety training
materials, and automated litigation support services. As of October 31, 2001 we
no longer provide compliance and safety training materials, and results from
these activities have been classified as discontinued operations. Financial
results from continuing operations are as follows:

<TABLE>
<CAPTION>
THREE MONTHS ENDED                          (LOSS) FROM   INTEREST  TOTAL           DEPRECIATION/
MARCH 31, 2002                NET SALES     OPERATIONS    EXPENSE   ASSETS          AMORTIZATION
----------------------------  ------------  ------------  --------  --------------  -------------
<S>                           <C>           <C>           <C>       <C>             <C>
Internet Services             $    315,484  $  (689,502)  $180,217  $   12,987,385  $     322,729
Automated Litigation Support       622,925      109,187     45,000       3,199,455        272,592
                              ------------  ------------  --------  --------------  -------------
Total, ITIS Inc.              $    938,409  $  (580,315)  $225,217  $   16,186,840  $     595,321
                              ============  ============  ========  ==============  =============

                                            INCOME
THREE MONTHS ENDED                          (LOSS) FROM   INTEREST  TOTAL           DEPRECIATION/
MARCH 31, 2001                NET SALES     OPERATIONS    EXPENSE   ASSETS          AMORTIZATION
----------------------------  ------------  ------------  --------  --------------  -------------

Internet Services             $    364,865  $(1,433,560)  $ 80,503  $   16,087,271  $     612,865
Automated Litigation Support             -            -          -               -              -
                              ------------  ------------  --------  --------------  -------------
Total, ITIS Inc.              $    364,865  $(1,433,560)  $ 80,503  $   16,087,271  $     612,865
                              ------------  ------------  --------  --------------  -------------
</TABLE>

NOTE  6-IMPAIRMENT  OF  LONG-LIVED  ASSETS:

Because ITIS has not obtained substantial new capital or long-term funding and
in consideration of significant losses by the Company and especially the
Internet Services segment, management recorded an impairment charge in the
amount of $2,741,955 at December 31, 2001 based on valuation estimates using net
cash flows projected over the estimated useful lives of the assets.

At this time, ITIS has been unable to secure the additional debt or equity
capital that will insure its ability to meet its operational forecasts. If
additional funding is not obtained, it is reasonably possible that the Company
will not be able to remain in business and that additional impairment will
result that will have a material impact on the consolidated financial
statements, asset values, and ongoing operations of ITIS. Management believes
that the evaluation of potential future impairment of content, goodwill, and
other intangibles continues to represent an estimate made by management that is
subject to impact in the near term in accordance with the American


                                       10
<PAGE>
ITIS  INC.  AND  SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

Institute of Certified Public Accountant's Statement of Position (SOP) 94-6
"Disclosure of Certain Significant Risks and Uncertainties".

Evaluation of impairment will continue to be addressed at least annually until
ITIS has an established history on which to better assess anticipated cash
flows.

NOTE 7-ACQUISITIONS & DISPOSITIONS:

Compass Data Systems

On July 27, 2000, ITIS's board of directors approved the purchase of a
controlling interest in Compass Data Systems, Inc. (Compass), a private Nevada
corporation that provides electronic information publishing services in a
completely searchable information database to industries and organizations.
Stock purchase agreements by and between ITIS and three stockholders of Compass
were signed with each of the sellers effective as of October 1, 2000. Under the
terms of these stock purchase agreements, ITIS agreed to issue an aggregate of
1,676,105 restricted, unregistered shares of ITIS's common stock, valued at
approximately $2.3 million, for approximately 63% of the total outstanding
shares of Compass. As of September 30, 2001, 1,670,378 shares had been issued to
the selling shareholders. The issuances of ITIS stock were made in reliance upon
the Section 4(2) private placement exemption from registration. None of the
sellers received registration rights for the ITIS shares they received in this
transaction. The acquisition was accounted for under the purchase method of
accounting. The total purchase price of $2,294,425 included ITIS's allocation of
$1,294,425 to database content and software costs and $1 million to a
contractual agreement, based on the results of an independent appraisal.

Under the terms of the purchase agreement dated October 2000, sixty-eight
percent of Compass stock was to be delivered; the required percentage was never
received. Further, it appears that the three Compass shareholders never took
appropriate action with respect to the sale of their shares of Compass stock.

In August 2001, certain shareholders of Compass filed suit in Washoe County,
Nevada against the aforementioned three Compass shareholders, alleging that the
stock the three individuals delivered to ITIS was not valid, and that as a
result, ITIS has no ownership interest in Compass. The wrongful actions as
alleged in the suit relate to stock ownership of a predecessor of Compass. ITIS
is not a party to this lawsuit and has placed the shares of Compass received in
the transaction in the registry of the Nevada Court. Additionally, ITIS has
canceled the restricted shares of ITIS that were issued to the three
individuals. As of October 31, 2001, the operations and management of Compass,
previously reported as a subsidiary of ITIS, were turned over to current Compass
employees. As a result, ITIS wrote off $1,229,704 in assets at September 30,
2001, representing the net book value of the Compass database content and
software costs originally valued at $1,294,425. The $1 million value assigned to
a contractual agreement of Compass at the time of acquisition had been fully
amortized as of the date operations were returned. After accrual of other
expenses relating to the disposition of Compass and providing for continued
losses from this disposal, a loss on disposition of $897,418 was recorded in the
quarter ended December 31, 2001. For the three-month period ended March 31,
2001, losses related to the operations of Compass Data Systems amounted to
$308,103.  These losses have been reported as "discontinued operations" in
accordance with SFAS 144.


                                       11
<PAGE>
ITIS  INC.  AND  SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

Venco  Compliance

On October 1, 2000, ITIS purchased of all of the outstanding stock of Venco
Compliance, Inc., a private Texas corporation in the business of selling
compliance and safety training information to businesses such as dry cleaners
and others that deal with hazardous chemicals, biomaterials and other regulated
substances. In connection with this acquisition, ITIS issued an aggregate of
100,000 unregistered shares of its common stock at closing on October 1, 2000,
valued then at $90,600, to Donald E. and Cathryn V. Tull. These issuances were
made in reliance upon Section 4(2) private placement exemption from
registration. Neither of the two sellers received registration rights for the
shares of ITIS they received in this transaction. The results of operations of
Venco Compliance and the fair value of tangible and intangible assets acquired
and liabilities assumed have been included in ITIS's consolidated financial
statements as of the acquisition date.

The acquisition was accounted for under the purchase method of accounting and
resulted in $90,600 of the purchase price being allocated to goodwill. On
October 31, 2001, the stock of Venco was sold and transferred by ITIS to its
former shareholders, Donald E. and Cathryn V. Tull. ITIS received $1,000 on
December 1, 2001 and will receive 5% of any future revenues of Venco in excess
of $10,000 per month. Including a provision for operating losses during
phase-out period, a loss on disposition of $73,950 was recorded in the quarter
ended December 31, 2001. For the three-month period ended March 31, 2001, losses
related to the operations of Venco amounted to $9,403. These losses have been
reported as "discontinued operations" in accordance with SFAS 144. ITIS has not
received any amounts related to the agreement to receive 5% of any future
revenues of Venco in excess of $10,000 per month and no receipts under this
agreement are expected in the near term.

NOTE  8-NOTES  PAYABLE  AND  FINANCING  AGREEMENTS:

<TABLE>
<CAPTION>
The following table summarizes the notes payable and financing agreements of
ITIS excluding a disputed $500,000 note payable to Cootes Drive L.L.C. (see note
9).

                                DATE OF       MARCH 31,     DECEMBER 31,
LENDER                          ISSUANCE         2002          2001
---------------------------  --------------  ------------  --------------
<S>                          <C>             <C>           <C>
Hunter M.A. Carr, CEO        Various         $ 2,211,619   $   2,150,117
George A. Roberts, Director  October 2000        400,000         400,000
W. Allyn Hoaglund, Director  October 2000         50,000          50,000
Phoenix Energy               January 2001        100,000         100,000
George A. Roberts, Director  February 2001       190,000         190,000
Stephen A. Fonicello         February 2001             -          25,000
W. Paul Thayer, Director     Various             132,500         132,500
George A. Roberts, Director  October 2001      1,000,000       1,000,000
Frost National Bank          February 2002        23,672          25,434
Houston RPM, L.C.            March 2002          373,001               -
George A. Roberts, Director  March 2002          250,000               -
                                             ------------  --------------
                                               4,730,792       4,073,051
Less long-term portion to
Hunter M.A. Carr, CEO                         (2,211,619)     (2,150,117)
                                             ------------  --------------

                                             $ 2,519,173   $   1,922,934
                                             ============  ==============
</TABLE>


                                       12
<PAGE>
ITIS  INC.  AND  SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

As of March 31, 2002, the total principal amount and accrued but unpaid interest
owed to Hunter Carr, CEO of ITIS, was $2,211,619 and $195,983, respectively. As
of December 31, 2001, the total principal amount and accrued but unpaid interest
owed to Mr. Carr was $2,150,117 and $160,196 respectively. During the quarter
ended March 31, 2002, Mr. Carr advanced an additional $61,502 for operating
expenses. Notes payable to Mr. Carr bear interest at the rate of prime plus two
percent per year, payable in cash on demand after one year. At Mr. Carr's option
and with 30 days written notice, the notes may be repaid in common stock of ITIS
at a discounted price based on the lowest price at which ITIS has sold its
common stock during the one-year period preceding the exercise of this option.
With respect to these notes payable, Mr. Carr has provided written commitment to
ITIS to provide forbearance and extend the due date on such notes to at least
July 15, 2003, if to demand payment would impair ITIS's ability to meet its
other existing liabilities and commitments.

In October 2000, ITIS executed demand notes for $400,000 and $50,000 in favor of
George A. Roberts and W. Allyn Hoaglund, respectively, members of its board of
directors. The notes bear interest at the rate of prime plus two percent per
year and are payable in cash on demand after one year. At the option of the
holder and with 30 days written notice, the notes may be repaid in common stock
of ITIS at a discounted price based on the lowest price at which ITIS has sold
its common stock during the one-year period preceding the exercise of this
option.

On January 16, 2001, ITIS executed a demand promissory note in the amount of
$100,000 payable to Phoenix Energy Consulting Services, Inc. The note bears
interest at 10% per year and is payable in cash on demand after one year. At the
option of the holder and with 30 days written notice, the note may be repaid in
common stock of ITIS at a discounted price based on the lowest price at which
ITIS has sold its common stock during the one-year period preceding the exercise
of this option. On April 2, 2002, the lender exercised the option to convert the
note plus accrued interest into restricted common shares of ITIS (see note 14).

On February 1, 2001, ITIS executed a demand note for $190,000 in favor of George
A. Roberts, a member of its board of directors. The note bears interest at the
rate of prime plus two percent per year and is payable in cash on demand after
one year. At the option of the holder and with 30 days written notice, the note
may be repaid in common stock of ITIS at a discounted price based on the lowest
price at which ITIS has sold its common stock during the one-year period
preceding the exercise of this option.

On February 28, 2001, ITIS executed a demand promissory note in the amount of
$25,000 payable to Stephen A. Fonicello. The note bore interest at the rate of
prime plus two percent per year and was payable in cash on demand after one
year. At the option of the holder and with 30 days written notice, the note may
be repaid in common stock of ITIS at a discounted price based on the lowest
price at which ITIS has sold its common stock during the one-year period
preceding the exercise of this option. On February 28, 2002, the payee exercised
the option to convert the note plus accrued interest into restricted common
shares of ITIS. Accordingly, on March 4, 2002, ITIS issued 192,384 restricted
common shares to Mr. Fonicello, such shares representing $25,000 in principal
and $2,068 in accrued and unpaid interest at February 28, 2002.

On February 5, March 21, April 11, and May 16, 2001, ITIS executed demand
promissory notes for $50,000, $70,000, $25,000, and $12,500, respectively, in
favor of W. Paul Thayer, a member of the board of directors. On May 31, 2001,
ITIS repaid Mr. Thayer $25,000 of principal toward these notes. The notes bear
interest at the rate of prime plus two percent per year and are payable in cash
on demand after one year. At the option of the holder and with 30 days written
notice, the notes may be repaid in common stock of ITIS at a discounted price
based on the lowest price at which ITIS has sold its common stock during the
one-year period preceding the exercise of this option.


                                       13
<PAGE>
ITIS  INC.  AND  SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

On October 24, 2001, ITIS wholly owned subsidiary ITIS, Inc., a Texas
corporation that conducts business as Litidex(R), executed a promissory note for
$1,000,000 in favor of George A. Roberts, a member of its board of directors.
The note bears interest at an annual fixed rate equal to the lesser of the
maximum amount allowed by law as adjusted from time to time or 18%, and is
payable in full with accrued interest after one year. The note is secured by a
Security Agreement covering all accounts, contract rights and general
intangibles arising out of the litigation support project among Litidex(R), the
law firm of Christian Wukoson Smith & Jewell, and the law firm of O'Quinn,
Laminack & Pirtle. Legal fees of $29,100 were paid from the proceeds of this
note.

In March 2002, ITIS executed a demand note for $250,000 in favor of George A.
Roberts, a member of its board of directors. The note bears interest at the rate
of prime plus two percent per year and is payable in cash on demand after one
year. At the option of the holder and with 30 days written notice, the notes may
be repaid in common stock of ITIS at a discounted price based on the lowest
price at which ITIS has sold its common stock during the one-year period
preceding the exercise of this option.

In March 2002, ITIS wholly owned subsidiary National Law Library executed a
promissory note for $425,000 in favor of Houston RPM, L.C. The note bears
interest at 18% per year and is payable in monthly installments including
principal and interest commencing April 1, 2002. The amount of each monthly
installment shall equal the total amount of credit card receipts generated by
National Law Library, but in no event shall the monthly installment be less than
$65,000. Any unpaid principal and accrued interest is due in full on March 1,
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 Inc. and Litidex(R). During March 2002, National Law Library paid
$51,999 in principal and $5,501 in interest related to this note. As of March
31, 2002, the total principal amount owed to Houston RPM, L.C. was $373,001. On
April 26, 2002, the then outstanding balance due on this note, $325,441, was
refinanced into a new promissory note to Houston RPM, L.C. (see note 14).

NOTE  9-FINANCING  AGREEMENT  WITH  COOTES  DRIVE  L.L.C.

On November 20, 2000, ITIS entered into an equity line financing arrangement
with Cootes Drive LLC. This arrangement was the successor to an intermediate
financing agreement of May 11, 2000. The financing arrangement was in the form
of a Securities Purchase Agreement providing for the purchase by Cootes Drive of
up to $25 million worth of shares of common stock of ITIS over an 18-month
period. Under the terms of the Securities Purchase Agreement, ITIS could have
delivered a put to Cootes Drive specifying the dollar amount of shares ITIS
intended to sell on each put. The maximum amount that ITIS could have received
under the Securities Purchase Agreement was $25 million or a lesser amount
depending on the limitation on the number of shares Cootes Drive (and its
affiliates) were permitted to hold at any one time. Certain conditions had to be
met before Cootes Drive was obligated to accept a put from ITIS. Due to
litigation in regard to the foregoing financing agreement (see note 10), it is
not expected that Cootes Drive would honor a put even if ITIS were to meet the
funding requirements in the future.

On December 5, 2000, ITIS executed a convertible promissory note in the face
amount of $500,000 in favor of Cootes Drive. The note was a demand note to
accrue interest at the rate of 5% per annum, and the principal could have been
converted to common stock of ITIS. In connection with this promissory note, ITIS
issued a warrant to Cootes Drive for 41,650 shares of ITIS common stock at an


                                       14
<PAGE>
ITIS  INC.  AND  SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

exercise price of $0.288 per share. A commission of $17,500 and legal fees of
$30,000 related to the equity line financing arrangement were paid from the
proceeds of this note. On December 5, 2000, ITIS also entered into a side letter
agreement that obligated Cootes Drive to provide an additional $500,000 on
January 14, 2001, in exchange for another convertible promissory note, on
similar terms. This additional funding never occurred.

ITIS disputes the validity of the $500,000 convertible promissory note dated
December 5, 2000, on the grounds that this convertible note is a part of Cootes
Drive's efforts to defraud ITIS and to manipulate the price of ITIS's stock.
This convertible note and the associated funding transactions are all the
subject of ITIS's suit against Cootes Drive and others (see note 10). The note
is reflected on the accompanying balance sheet as a current liability entitled
"Disputed Note Payable to Cootes Drive LLC."

On December 5, 2000, ITIS granted registration rights to Cootes Drive for up to
17,541,650 shares of common stock it could have acquired under the equity line
financing, the convertible promissory note financings and the warrants granted
in connection with all of these financings. ITIS filed a registration statement
with the SEC covering the resale of these shares that was declared effective on
January 11, 2001. Due to litigation as discussed herein (see note 10) and
because ITIS does not meet the funding requirements, it is not expected that any
further funding will occur from this source.

NOTE  10-COMMITMENTS  AND  CONTINGENCIES:

Litigation

On January 26, 2001, in order to protect ITIS and its stockholders, ITIS filed a
lawsuit in United States District Court for the Southern District of Texas,
Houston Division, against Southridge Capital Management and several other
defendants, including Cootes Drive LLC, an alleged "straw man," for damages
resulting from alleged stock manipulation, federal securities law violations,
civil RICO, fraud, violations of Texas securities laws and other Texas statutes,
and conspiracy. The case also alleges misrepresentations by co-conspirators in
connection with certain funding transactions by the defendants with ITIS. All
defendants filed a joint motion to transfer this case to New York to be
consolidated with the lawsuit filed against us as described below. The United
States District Judge granted this motion and the case has been transferred to
the Southern District of New York. We intend to prosecute the case vigorously.
Our litigation counsel has advised us that the case is not sufficiently advanced
to evaluate the outcome, and that resolution of the suit is not anticipated in
the short term.

On February 5, 2001, Cootes Drive LLC filed a suit against ITIS in the Southern
District of New York alleging breach of one of the financing agreements with us
for our failure to honor a conversion of its preferred shares to common stock.
The suit seeks monetary damages of $10,000 per day and seeks to compel ITIS to
issue shares of common stock to Cootes Drive LLC. ITIS filed an answer to this
lawsuit. Cootes Drive LLC amended their complaint in order to add allegations
that ITIS is in default on a $500,000 promissory note in favor of Cootes Drive
LLC (the alleged default occurring after the filing of ITIS's suit against
Cootes Drive LLC and others); that ITIS has not honored a notice of redemption
of preferred shares held by Cootes Drive LLC in the amount of $2,214,012
(allegedly occurring after the filing of ITIS's suit against Southridge Capital
Management, Cootes Drive LLC, and others); and that ITIS defrauded Cootes Drive
by failing to disclose material information with respect to the background of a
key officer at ITIS. ITIS's answer was timely filed on July 20, 2001. The
preferred shares and the associated funding transactions at issue are the
subject matter of ITIS's suit against Southridge Capital Management and others.
ITIS intends to defend this case vigorously. This case has been consolidated


                                       15
<PAGE>
ITIS  INC.  AND  SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

with the ITIS case (above) and the parties have been realigned so that ITIS is
the plaintiff and Cootes Drive is the defendant. Litigation counsel has advised
us that the case is not sufficiently advanced to evaluate the outcome, and that
resolution of the suit is not anticipated in the short term.

On June 4, 2001, Cootes Drive LLC filed a suit in Delaware against certain
directors of ITIS on behalf of itself as a holder of preferred stock and
allegedly derivatively on behalf of ITIS, alleging that the directors breached
their fiduciary duty to the stockholders by approving repayment in common stock
of loans made to ITIS by its directors. This suit was filed in the Court of
Chancery of Delaware in and for New Castle County. The suit has been dismissed
by Order of the Court entered February 15, 2002.

John M. O'Quinn, our Texas-based litigation counsel, has agreed to represent
ITIS and our directors, if necessary, in all of these lawsuits on a 50%
contingent fee basis, with his law firm paying all expenses of the litigation.
The fee will be calculated after all expenses have been reimbursed to Mr.
O'Quinn's law firm.

ITIS is also a defendant in other lawsuits related to matters normally
incidental to the Company's business. No individual case, or group of related
cases presenting substantially similar issues of law or fact, exceeds 10% of the
Company's current assets or is expected to have a material effect on the manner
in which the Company conducts its business.

NOTE  11-STOCKHOLDER'S  EQUITY:

Common and Preferred Stock

On February 28, 2002, Stephen A. Fonicello, holder of a demand promissory note
dated February 28, 2001 in the principal amount of $25,000, exercised his option
to convert the note plus accrued interest into restricted common shares of ITIS.
Accordingly, on March 4, 2002, ITIS issued 192,384 restricted common shares to
Mr. Fonicello, such shares representing $25,000 in principal and $2,068 in
accrued and unpaid interest at February 28, 2002.

Stock Options and Warrants

On March 1, 2002, ITIS issued stock options to Merit Financial, Inc. to purchase
600,000 shares of ITIS's common stock at an exercise price defined as the market
price of the stock on the date that the option is exercised, less fifteen
percent. These options were issued in exchange for consulting services
previously provided to ITIS, and related expense of $45,900 was recorded in
March 2002.

NOTE  12-CONDITIONS  AFFECTING  ONGOING  OPERATIONS

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. However, at this time ITIS does
not have significant cash or other material liquid assets, or an established
source of revenues, sufficient to cover operating costs to allow the Company to
remain in business. Management's business plan realizes that anticipated
revenues to be generated by the automated litigation support services of
Litidex(R) will be critical in providing some of the funds necessary to continue
company operations and to remain in business. While management believes that
such revenues may be adequate to fund company operations, it is possible that
such revenues may never be sufficient to meet company needs. While additional
automated litigation support contracts are anticipated, the revenues of
Litidex(R) cannot be sustained if no additional contracts are obtained. If this
should be the case, 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 the operations of Litidex(R) or other
sources is not available, ITIS will be unable to remain in business.


                                       16
<PAGE>
ITIS  INC.  AND  SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

ITIS will be required to obtain additional financing or capital to remain in
business, and that capital may have provisions that could suppress future stock
prices or 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 be for the foreseeable future. While management
projects that the internal source of liquidity may improve, this objective may
not be achieved in the near term, if ever. As of May 15, 2002, 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's current working capital is
not sufficient to cover cash requirements for the balance of the 2002 fiscal
year or to bring the Company 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.

Continued development of database and content revenues and obtaining additional
automated litigation support contracts through Litidex(R) are critical to the
success of the Company's business plan. Continued integration of prior period
acquisitions of GoverNet, Brief Reporter, and Litidex(R), as well as any
potential future acquisitions, is also critical to the success of the Company's
business plan. Management hopes to continue reductions in administrative costs
and to increase revenues through increased marketing and the pursuit of joint
marketing relationships with other entities. While many factors can impact
future operations and these improvements cannot be assured of success, the
management of ITIS intends to take all actions deemed prudent and necessary.

NOTE  13  -  LICENSING  AGREEMENT:

On March 8, 2002, Litidex(R) entered into an agreement with MedEx Systems, Inc.
whereby Litidex(R), through a newly formed Litidex(R) subsidiary, PharmHouse,
Inc., intends to operate pharmacies that focus primarily on specialty
medications in 81 exclusive territories identified in a Settlement and
Separation Agreement. MedEx is a Louisiana corporation that has developed a
patent-pending system for technologies related to the operation of such
pharmacies. The agreement between MedEx and Litidex(R) provided for a paid-up
perpetual license from MedEx for the operating system to be used in pharmacies
to be established in territories belonging to Litidex(R). This licensing
agreement has been recorded at its cost of $150,000. Subsequent to signing this
agreement, and by letter agreement dated March 27, 2002, Litidex(R) paid MedEx
an additional $150,000 as earnest money and consulting fees towards a
contemplated purchase of 50% of the issued and outstanding shares of MedEx and
an associated entity, Pegasus Pharmacy, Inc. This stock purchase was not
consummated, and the $150,000 earnest money and consulting fees was recorded as
"other expense" in March 2002. PharmHouse has two pharmacies in Houston, Texas
in the planning and development stage.


                                       17
<PAGE>
ITIS  INC.  AND  SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

NOTE  14-SUBSEQUENT  EVENTS:

Notes  Payable

On April 2, 2002, Phoenix Energy Consulting Services, Inc., holder of a demand
promissory note dated January 16, 2001in the principal amount of $100,000,
exercised its option to convert the note plus accrued interest into restricted
common shares of ITIS. Accordingly, on April 2, 2002, ITIS issued 1,601,565
restricted common shares to the lender, such shares representing $100,000 in
principal and $12,109 in accrued but unpaid interest at April 2, 2002.

On April 3, 2002, ITIS executed a demand promissory note for $50,000 in favor of
W. Paul Thayer, a member of the board of directors. The note bears interest at
the rate of prime plus two percent per year and is payable in cash on demand
after one year. At the option of the holder and with 30 days written notice, the
note may be repaid in common stock of ITIS at a discounted price based on the
lowest price at which ITIS has sold its common stock during the one-year period
preceding the exercise of this option.

On April 17, 2002, ITIS's wholly owned subsidiary National Law Library executed
a promissory note for $675,441 in favor of Houston RPM, L.C. This note
refinances $325,441 of the note to Houston RPM, L.C. dated March 1, 2002 in the
original amount of $425,000, and provides $350,000 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 17, 2002. The
amount of each monthly installment shall equal the total amount of credit card
receipts generated by National Law Library, but in no event shall the monthly
installment be less than $65,000. Any unpaid principal and accrued interest is
due in full on April 17, 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 Inc. and Litidex(R).

Stockholder's  Equity

On April 11, 2002, ITIS entered into an agreement with a vendor pursuant to
which ITIS agreed to issue 257,143 shares of unregistered common stock, valued
at $18,000, as consideration for professional services rendered during the 1st
quarter of 2001.


                                       18
<PAGE>
ITEM  2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS

The following discussion should be read in conjunction with the condensed,
consolidated financial statements of ITIS, which are included elsewhere in this
Form 10-Q. 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. Our revenues depend on our ability to attract and retain
customers. Most of the customers of National Law Library have the option of
discontinuing their service at the end of their monthly subscription period for
any reason. Additionally, management realizes that anticipated revenues to be
generated by the automated litigation support services of Litidex(R) 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. Also, ITIS expects that its operations often
will require upfront expenses, but will result in trailing 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.

ITIS Inc. is a Delaware corporation that provides electronic publishing services
and database content through Internet sites with subscription access, licenses
and transaction fees for databases through its subsidiaries, National Law
Library, Inc., GoverNet Affairs, Inc., and Brief Reporter, LLC. The content of
the databases consists of pending legislation, statutory law, rules and case law
at the federal and state levels. Legal briefs from certain important cases
before federal and state courts are also available, as are litigation forms.
ITIS also provides database content, data conversion, automated litigation
support, software, and hardware through its subsidiary, ITIS, Inc., a Texas
corporation, which conducts business as Litidex(R). Litidex(R) currently focuses
its attention on the automated litigation support aspect of the legal services
industry.

Prior to October 31, 2001, ITIS also provided training and support with federal
regulations through its wholly owned subsidiary, Venco Compliance, Inc., and
marketed a CD-Rom product and Website that assisted in medical billing through
Compass Data Systems, Inc. On October 31, 2001, the stock of Venco was sold and
transferred by ITIS to Venco's former shareholders and the operations and
management of Compass Data Systems were turned over to current Compass
employees.

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, net of doubtful accounts, at March 31, 2002 and
          December 31, 2001 amount to $2,902,983 and $2,284,704 respectively. Of
          the accounts receivable at March 31, 2002, 95%, or $2,756,749
          represents receivables related to the automated litigation support
          services of Litidex(R). Because a portion of this amount is to be paid
          in common shares of publicly traded companies and/or by notes
          receivable, it is likely that realization of a significant amount of
          these receivables may not be achieved in a traditional timely fashion
          and may take twelve months or longer to convert to cash. Management
          has elected not to provide an allowance for doubtful accounts for
          these receivables due to the nature of the agreements with the
          customer, which, in management's opinion, provides assurance for the
          ultimate collection of the fees due.


                                       19
<PAGE>
     -    Database content and software costs, which amount to $11,967,959 and
          $11,914,639 at March 31, 2002 and December 31, 2001 respectively, are
          a significant asset of the Company. Because ITIS has not obtained
          substantial new capital or long-term funding and in consideration of
          significant losses by the Company and especially the Internet Services
          segment, management recorded an impairment charge in the amount of
          $2,741,955 at December 31, 2001 based on valuation estimates using net
          cash flows projected over the estimated useful lives of the assets.
          While it is management's judgment that the database and content assets
          will continue to be of significant value to the Company, there is no
          guarantee that additional material impairments will not be needed in
          the future.

     -    Management believes that the database content and software costs asset
          of ITIS represent case law that can be used indefinitely, and that
          this asset should qualify as an intangible asset that will no longer
          be amortized under SFAS No. 142. Management has discussed this
          treatment with the SEC and agreed with them that continued
          amortization of content would be more reflective of the nature of the
          asset given the costs associated to continually update the database to
          maintain its value and marketability. The company's accounting
          treatment is still subject to potential new pronouncements from the
          Emerging Issues Task Force (EITF) of the Financial Account Standards
          Board (FASB). Specifically, the EITF has stated in its abstract EITF
          00-20 "Accounting for Costs Incurred to Acquire or Originate
          Information for Database Content and Other Collections of Information"
          that the EITF will address in future meetings:

          1.   How to account for the costs incurred to acquire or originate
               such information for a collection in a database,

          2.   If a consensus is reached on issue 1, the nature of the costs
               that should be capitalized, and

          3.   If a consensus is reached on issue 1, how to account for
               subsequent costs incurred to maintain and refresh the information
               in the database.

          Depending on future issuances by the EITF, it is possible that future
          additions to database content and software costs may be required to be
          expensed as incurred which would have a material negative impact on
          the future results of operations reported by the Company.

     -    Management is seeking guidance from the SEC regarding its application
          of revenue recognition for litigation support services. Discussions
          with the SEC are still ongoing with no definite conclusion. Management
          currently defers an average of 22% of litigation support revenue when
          the contract is signed as a substantial portion of the work required
          has been performed to obtain the required contract. Management has
          calculated the deferral amount based upon the future estimated work to
          complete the services under the contract, which are to update
          litigation support databases in an electronic format with new client
          information as it becomes available. Management recognizes revenues
          from these services as they are performed.

          Management believes that it has been both prudent and conservative in
          determining deferral of revenue recognition; however, the SEC could
          determine that our revenue recognition policy is inappropriate, which
          would result in increased deferrals on current and future litigation
          support contracts.


                                       20
<PAGE>
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, 2002 and 2001.

RESULTS OF OPERATIONS

Revenues. Revenues increased by $573,545 to $938,409 during the three months
ended March 31, 2002, from $364,864 recorded for the three months ended March
31, 2001. The revenue increase for the Internet services segment of our business
for the three months ended March 31, 2002 was $364,864, of which $72,670 relates
to increased revenues of GoverNet Affairs and $292,194 relates to increased
revenues of National Law Library. The automated litigation support services of
subsidiary Litidex(R) generated revenues of $622,925 for the three months ended
March 31, 2002. While additional contracts to provide these services are
anticipated, this increase in revenues may not be sustained if no additional
contracts are obtained.

Sales and Marketing Expense. Sales and marketing expense decreased by $195,966
to $69,981 during the three months ended March 31, 2002, from $265,947 for the
corresponding period ended March 31, 2001. The majority of the decrease,
$134,280, resulted from reduction in the inside and outside sales forces of
National Law Library and GoverNet Affairs. Telephone expense related to
telemarketing efforts decreased by $22,047. In addition, management eliminated
$38,316 in non-productive advertising expenditures.

General and Administrative Expense. General and administrative expense decreased
by $243,354 from $840,497 during the three months ended March 31, 2001 to
$597,143 for the three months ended March 31, 2002 as a result of the following:

     -    Payroll and related costs at the administrative and management level
          decreased by $41,856 from $414,396 for the three months ended March
          31, 2001 to $372,540 for the three months ended March 31, 2002.

     -    Non-cash expense related to stock and option awards for the three
          months ended March 31, 2002 amounted to $45,900, representing a
          decrease of $20,129 from the $66,029 reported for the three months
          ended March 31, 2001. - Administrative expense reductions were
          realized in professional fees, contract services, and the expense of
          outside consulting which in aggregate decreased by $62,847 from
          $160,976 for the three months ended March 31, 2001 to $98,129 for the
          three months ended March 31, 2002.

     -    Rent, utilities and related expenses decreased by $77,482 from
          $126,164 to $48,682 due to renegotiation of the corporate office lease
          in Houston, Texas and conversion of the operations of GoverNet Affairs
          to a virtual office scenario, with employees working from their homes.

     -    Miscellaneous other general and administrative expenses were reduced
          by $41,039 from $72,932 for the three months ended March 31, 2001 to
          $31,893 for the three months ended March 31, 2002.

Production and Computer Service Expense. Production and computer service expense
increased by $27,163 to $106,279 for the three months ended March 31, 2002, from
$79,116 for the three months ended March 31, 2001. While production labor costs
increased by $31,933 primarily due to the automated litigation support services
of Litidex(R), various other production expenses were decreased by $4,770.


                                       21
<PAGE>
Amortization and Depreciation Expense. Amortization and depreciation expense
decreased by $17,544 to $595,321 for the three months ended March 31, 2002, from
$612,865 for the three months ended March 31, 2001.

Other Expense: Other expense of $150,000 for the three months ended March 31,
2002 represents earnest money and consulting fees related to the contemplated
purchase of 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 $144,714 to $225,217 for the
three months ended March 31, 2002, from $80,503 for the three months ended March
31, 2001. The interest expense increase is due to approximately $1.3 million in
new debt acquired in 2001and an additional $675,000 in new debt acquired in the
first quarter of 2002.

LIQUIDITY  AND  CAPITAL  RESOURCES

ITIS's ability to execute its business strategy depends to a highly significant
degree on its ability to attract additional capital. ITIS's principal demands
for liquidity are cash for operations and funds for investment in new database
content.

For the three months ended March 31, 2002, ITIS's cash and cash equivalents
decreased in total by $54,056 from the December 31, 2001 balance of $69,280 in
available cash and a $40,813 bank overdraft at one its banks to $15,224 in
available cash and a $74,452 bank overdraft at March 31, 2002. The Company
further had a working capital deficit of $3,774,473. The Company had $2,902,983
in accounts receivable at March 31, 2002. Of this amount, $2,756,749 represents
receivables related to the automated litigation support services of Litidex(R).
Because a portion of this amount is to be paid in common shares of publicly
traded companies and/or by notes receivable, it is likely that realization of a
significant amount of these receivables may not be achieved in a traditional
timely fashion and may take twelve months or longer to convert to cash.
Accordingly, management has classified $1,140,000 of accounts receivable from
litigation support as noncurrent.

Cash used in operating activities of $640,847 is primarily due to operating
losses and increases in accounts receivable, which are partially offset by
depreciation and amortization and increases in liabilities.  Cash used in
investment activities of $129,589 is primarily due to additions to database
content of $(282,440) offset by proceeds received from the sales of investments
of $153,101. Cash provided by financing activities of $716,380 was due to
increased borrowings to finance working capital needs.

As further outlined in note 8 to the financial statements, the Company has
incurred significant amounts of debt to finance it working capital requirements
and has made additional borrowings in the current quarter.  As of March 31,
2002, the total principal amount and accrued but unpaid interest owed to Hunter
Carr, CEO of ITIS, was $2,211,619 and $195,983, respectively. During the quarter
ended March 31, 2002, Mr. Carr advanced an additional $61,502 for operating
expenses.

On February 28, 2002, Stephen Fonicello exercised the option to convert his
$25,000 note plus accrued interest into restricted common shares of ITIS.
Accordingly, on March 4, 2002, ITIS issued 192,384 restricted common shares to
Mr. Fonicello, such shares representing repayment of $25,000 in principal and
$2,068 in accrued and unpaid interest at February 28, 2002.

In March 2002, ITIS executed a demand note for $250,000 in favor of George A.
Roberts, a member of its board of directors.  The note bears interest at the
rate of prime plus two percent per year and is payable in cash on demand after
one year. At the option of the holder and with 30 days written notice, the notes


<PAGE>
may be repaid in common stock of ITIS at a discounted price based on the lowest
price at which ITIS has sold its common stock during the one-year period
preceding the exercise of this option.

In March 2002, ITIS wholly owned subsidiary National Law Library executed a
promissory note for $425,000 in favor of Houston RPM, L.C. The note bears
interest at 18% per year and is payable in monthly installments including
principal and interest commencing April 1, 2002. The amount of each monthly
installment shall equal the total amount of credit card receipts generated by
National Law Library, but in no event shall the monthly installment be less than
$65,000. Any unpaid principal and accrued interest is due in full on March 1,
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 Inc. and Litidex (R). During March 2002, National Law Library paid
$51,999 in principal and $5,501 in interest related to this note. As of March
31, 2002, the total principal amount owed to Houston RPM, L.C. was $373,001. On
April 26, 2002, the then outstanding balance due on this note, $325,441, was
refinanced into a new promissory note to Houston RPM, L.C.

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. However, at this time ITIS does
not have significant cash or other material liquid assets, or an established
source of revenues, sufficient to cover operating costs to allow the Company to
remain in business. Management's business plan realizes that anticipated
revenues and cash flows to be generated by the automated litigation support
services of Litidex (R) will be critical in providing some of the funds
necessary to continue company operations and to remain in business. While
management believes that such revenues and cash flows may be adequate to fund
company operations, it is possible that such revenues may never be sufficient to
meet company needs. While additional automated litigation support contracts are
anticipated, the revenues of Litidex (R) cannot be sustained if no additional
contracts are obtained. If this should be the case, 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 the operations of
Litidex (R) or other sources is not available, ITIS will be unable to remain in
business.

ITIS will be required to obtain additional financing or capital to remain in
business, and that capital may have provisions that could suppress future stock
prices or 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 be for the foreseeable future. While management
projects that the internal source of liquidity may improve, this objective may
not be achieved in the near term, if ever. As of May 15, 2002, 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's current working capital is
not sufficient to cover cash requirements for the balance of the 2002 fiscal
year or to bring the Company 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.


<PAGE>
As of March 31, 2002, ITIS's regular monthly cash operating expenditures
exceeded monthly cash receipts, not including cash receipts related to the
automated litigation support services of Litidex (R), by approximately $225,000.
Cash receipts related to the automated litigation support services,
approximately $1.2 million for the year ended December 31, 2001, are received on
an inconsistent basis and are therefore not included in the above negative cash
flow calculation.

Continued development of database and content revenues and obtaining additional
automated litigation support contracts through Litidex (R) are critical to the
success of the Company's business plan. Continued integration of prior period
acquisitions of GoverNet, Brief Reporter, and Litidex (R), as well as any
potential future acquisitions, is also critical to the success of the Company's
business plan. Management hopes to continue reductions in administrative costs
and to increase revenues through increased marketing and the pursuit of joint
marketing relationships with other entities. While many factors can impact
future operations and these improvements cannot be assured of success, the
management of ITIS intends to take all actions deemed prudent and necessary.


ITEM  3.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURE  ABOUT  MARKET  RISK

ITIS is exposed to interest rate risk because additional financing will be
required. The interest rate that ITIS will be able to obtain on debt financing
will depend, among other things, on the financial and operational condition of
ITIS and external market conditions at the time such financing is sought.

At March 31, 2002 and December 31, 2001, ITIS holds investments that include
available-for-sale securities reflected at fair market value. While we have
recorded unrealized gain or loss on these securities in other comprehensive
income, ITIS is subject to market volatility in holding these securities in that
the actual gain or loss to be realized will depend on the market value of the
securities at the time of disposition.

PART  II - OTHER INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

On January 26, 2001, in order to protect ITIS and its stockholders, ITIS filed a
lawsuit in United States District Court for the Southern District of Texas,
Houston Division, against Southridge Capital Management and several other
defendants, including Cootes Drive LLC, an alleged "straw man," for damages
resulting from alleged stock manipulation, federal securities law violations,
civil RICO, fraud, violations of Texas securities laws and other Texas statutes,
and conspiracy. The case also alleges misrepresentations by co-conspirators in
connection with certain funding transactions by the defendants with ITIS. All
defendants filed a joint motion to transfer this case to New York to be
consolidated with the lawsuit filed against us as described below. The United
States District Judge granted this motion and the case has been transferred to
the Southern District of New York. We intend to prosecute the case vigorously.
Our litigation counsel has advised us that the case is not sufficiently advanced
to evaluate the outcome, and that resolution of the suit is not anticipated in
the short term.


                                       23
<PAGE>
On February 5, 2001, Cootes Drive LLC filed a suit against ITIS in the Southern
District of New York alleging breach of one of the financing agreements with us
for our failure to honor a conversion of its preferred shares to common stock.
The suit seeks monetary damages of $10,000 per day and seeks to compel ITIS to
issue shares of common stock to Cootes Drive LLC. ITIS filed an answer to this
lawsuit. Cootes Drive LLC amended their complaint in order to add allegations
that ITIS is in default on a $500,000 promissory note in favor of Cootes Drive
LLC (the alleged default occurring after the filing of ITIS's suit against
Cootes Drive LLC and others); that ITIS has not honored a notice of redemption
of preferred shares held by Cootes Drive LLC in the amount of $2,214,012
(allegedly occurring after the filing of ITIS's suit against Southridge Capital
Management, Cootes Drive LLC, and others); and that ITIS defrauded Cootes Drive
by failing to disclose material information with respect to the background of a
key officer at ITIS. ITIS's answer was timely filed on July 20, 2001. The
preferred shares and the associated funding transactions at issue are the
subject matter of ITIS's suit against Southridge Capital Management and others.
ITIS intends to defend this case vigorously. This case has been consolidated
with the ITIS case (above) and the parties have been realigned so that ITIS is
the Plaintiff and Cootes Drive is the defendant. Litigation counsel has advised
us that the case is not sufficiently advanced to evaluate the outcome, and that
resolution of the suit is not anticipated in the short term.

On June 4, 2001, Cootes Drive LLC filed a suit in Delaware against certain
directors of ITIS on behalf of itself as a holder of preferred stock and
allegedly derivatively on behalf of ITIS, alleging that the directors breached
their fiduciary duty to the stockholders by approving repayment in common stock
of loans made to ITIS by its directors. This suit was filed in the Court of
Chancery of Delaware in and for New Castle County. The suit has been dismissed
by Order of the Court entered February 15, 2002.

John M. O'Quinn, our Texas-based litigation counsel, has agreed to represent
ITIS and our directors, if necessary, in all of these lawsuits on a 50%
contingent fee basis, with his law firm paying all expenses of the litigation.
The fee will be calculated after all expenses have been reimbursed to Mr.
O'Quinn's law firm.

ITIS is also a defendant in other lawsuits related to matters normally
incidental to the Company's business. No individual case, or group of related
cases presenting substantially similar issues of law or fact, exceeds 10% of the
Company's current assets or is expected to have a material effect on the manner
in which the Company conducts its business.

ITEM  2.  CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

During the three months ended March 31, 2002 ITIS issued and sold unregistered
shares of its common stock to the persons described below:

     1.   In February 2002, we issued 192,384 shares of our common stock to
          Stephen A. Fonicello representing full payment of principal and
          interest due on a demand promissory note to Mr. Fonicello in the
          principal amount of $25,000.



                                       24
<PAGE>
<TABLE>
<CAPTION>
     ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

EXHIBIT  DESCRIPTION
-------  -----------
NUMBER
------
<S>      <C>

    2.1  Agreement and Plan of Reorganization dated March 25, 1999, between Planet Resources, National
         Law Library and the stockholders of National Law Library  (incorporated by reference to Exhibit
         A to ITIS's Form 8-K filed on April 2, 1999).

    2.2  First Amendment to Agreement and Plan of Reorganization dated as of March 30, 1999, between
         Planet Resources, National Law Library and the stockholders of National Law Library
         (incorporated by reference to Exhibit 2.2 to ITIS's Form 10-K filed on October 13, 1999).

    2.3  Agreement and Plan of Distribution dated as of March 25, 1999, between Planet Resources, New
         Planet Resources, Inc. and National Law Library  (incorporated by reference to Annex B to ITIS's
         Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 filed on
         April 19, 1999).

    2.4  Contract for Sale of Stock, dated November 8, 1999, by and between John R. Marsh, Ronald W.
         Hogan, and Charles E. Bowen, Jr., as Sellers, and ITIS, as Buyer (incorporated by reference to
         Exhibit 2.1 to ITIS's Form 8-K filed on November 30, 1999).

    2.5  Option Agreement to Purchase Stock, dated November 8, 1999, by and between ITIS, as Seller,
         and Ronald W. Hogan, as Optionee (incorporated by reference to Exhibit 2.2 to ITIS's Form 8-K
         filed on November 30, 1999).

    2.6  Option Agreement to Purchase Stock, dated November 8, 1999, by and between ITIS, as Seller,
         and Charles E. Bowen, Jr., as Optionee (incorporated by reference to Exhibit 2.3 to ITIS's Form 8-
         K filed on November 30, 1999).

    2.7  Option Agreement to Purchase Stock, dated November 8, 1999, by and between ITIS, as Seller,
         and John R. Marsh, as Optionee (incorporated by reference to Exhibit 2.4 to ITIS's Form 8-K filed
         on November 30, 1999).

    2.8  Contract of Sale, dated December 8, 1999, by and between David P. Harriman, Andrew
         Wyszkowski, Eugene Meyung, Suzanne Meyung, and Christina Brown, as Sellers, and ITIS, as
         Buyer (incorporated by reference to Exhibit 2.7 to ITIS's Form 8-K filed December 23, 1999).

    2.9  Stock Exchange Agreement by and among ITIS and the shareholders of ITIS relating to the
         acquisition of all of the outstanding stock of ITIS, dated April 30, 2000 (incorporated by reference
         to Exhibit 2.9 to ITIS's Form 10-K/A filed on May 24, 2000).

   2.10  Stock Purchase Agreement by and between ITIS and Jeremiah Kane, dated July 27, 2000, as
         amended by that amendment dated effective October 1, 2000 (Incorporated by reference to Exhibit
         2.10 to the Registrant's Form 8-K filed with the SEC on October 16, 2000).


                                       25
<PAGE>
EXHIBIT  DESCRIPTION
-------  -----------
NUMBER
------

   2.11  Stock Purchase Agreement by and between ITIS and John McHugh, dated July 27, 2000, as
         amended by that amendment dated effective October 1, 2000 (Incorporated by reference to Exhibit
         2.11 to the Registrant's Form 8-K filed with the SEC on October 16, 2000).

   2.12  Stock Purchase Agreement by and between ITIS and Jack Ben Ezra, dated July 27, 2000, as
         amended by that amendment dated effective October 1, 2000 (Incorporated by reference to Exhibit
         2.12 to the Registrant's Form 8-K filed with the SEC on October 16, 2000).

   2.13  Stock Exchange Agreement by and among ITIS and all of the shareholders of Venco Compliance,
         Inc., a Texas corporation, dated effective October 1, 2000 (Incorporated by reference to Exhibit
         2.13 to the Registrant's Form 8-K filed with the SEC on October 16, 2000).

   2.14  Amended and Restated Agreement and Plan of Distribution dated as of March 13, 2001, between
         Planet Resources, National Law Library and the stockholders of National Law Library.

    3.1  Amended and Restated Certificate of Incorporation of ITIS (incorporated by reference to the
         Annex A of ITIS's Definitive Proxy Statement on Schedule 14A filed on January 31, 2000).

    3.2  Bylaws of ITIS, as amended (incorporated by reference to Exhibit 3.2 to ITIS's Form 10-K filed on
         October 13, 1999).

    3.3  Certificate of Designation for ITIS's 5% Series A Convertible Preferred Stock (incorporated by
         reference to Exhibit 3.3 to ITIS's Form 10-K/A filed on May 24, 2000).

    3.4  2001 Executive Stock Option Plan dated effective March 15, 2001 (incorporated by reference to
         Exhibit 4.4 to ITIS's Registration Statement on Form S-8 filed on March 30, 2001).

   10.1  Stock Option Agreement between ITIS and Hunter M.A. Carr (incorporated by reference to
         Exhibit D to Schedule 13D filed on October 12, 1999, by Hunter M.A. Carr).

   10.2  Stock Option Agreement between ITIS and Jack I. Tompkins (incorporated by reference to Exhibit
         D to Schedule 13D filed on October 12, 1999, by Jack I. Tompkins).

   10.3  Consulting Agreement between National Law Library and Castle Development, Ltd.  (incorporated
         by reference to Exhibit 4(A) to ITIS's Registration Statement on Form S-8 filed on April 2, 1999).

   10.4  Continuing Service Agreement between National Law Library and ITIS, effective December 1,
         1998 (incorporated by reference to Exhibit 10.4 to Internet Law's Form 10-K filed on October 13,
         1999).

   10.5  Management and Financial Services Agreement between National Law Library and ITIS, effective
         March 1, 1999 (incorporated by reference to Exhibit 10.5 to ITIS's Form 10-K filed on October 13,
         1999).

   10.6  Software Development and Consulting Agreement between National Law Library and ITIS, dated
         March 24, 1999 (incorporated by reference to Exhibit 10.6 to ITIS's Form 10-K filed on October
         13, 1999).


                                       26
<PAGE>
EXHIBIT  DESCRIPTION
-------  -----------
NUMBER
------

   10.7  Option Agreement to Purchase Stock, effective March 30, 1999, by and between ITIS and
         Jonathan Gilchrist (incorporated by reference to Exhibit 10.7 to ITIS's Form 10-K filed on October
         13, 1999).

   10.8  Planet Resources 1999 Stock Option Plan (incorporated by reference to Exhibit 10.1 to ITIS's
         Form 10-K/A filed on October 28, 1999).

   10.9  Planet Resources Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 to
         ITIS's Form 10-K/A filed on October 28, 1999).

  10.10  New Planet Resources, Inc.  Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to
         ITIS's Form 10-K/A filed on October 28, 1999).

  10.11  Planet Resources 1999 Director Option Plan (incorporated by reference to Exhibit 10.4 to ITIS's
         Form 10-K/A filed on October 28, 1999).

  10.12  Consulting and Option Agreement by and between ITIS, Frank Fisher and Steve Tebo, dated
         January 22, 2000, as amended (incorporated by reference to Exhibit 10.12 to ITIS's Form 10-K/A
         filed on May 24, 2000).

  10.13  Convertible Preferred Stock Purchase Agreement by and among ITIS and Cootes Drive LLC,
         dated May 11, 2000 (incorporated by reference to Exhibit 10.13 to ITIS's Form 10-K/A filed on
         May 24, 2000).

  10.14  Registration Rights Agreement by and among ITIS and Cootes Drive LLC, dated May 11, 2000
         (incorporated by reference to Exhibit 10.15 to ITIS's Form 10-K/A filed on May 24, 2000).

  10.15  Warrant to purchase 200,000 shares of ITIS's common stock issued to Aspen Capital Partners, Inc.,
         dated May 19, 2000 (incorporated by reference to Exhibit 10.16 to ITIS's Form 10-K/A filed on
         May 24, 2000).

  10.16  Securities Purchase Agreement by and between ITIS and Cootes Drive LLC, dated November 20,
         2000.

  10.17  Amended and Restated Registration Rights Agreement by and between ITIS and Cootes Drive
         LLC, dated November 20, 2000.

  10.18  Warrant to purchase 250,000 shares of ITIS's common stock issued to Cootes Drive LLC, dated
         May 11, 2000.

  10.19  Warrant to purchase 250,000 shares of ITIS's common stock issued to Cootes Drive LLC, dated
         November 20, 2000.

  10.20  Minimum Commitment Warrant to purchase up to 100,000 shares of ITIS's common stock issued
         to Cootes Drive LLC, dated November 20, 2000.

  10.21  Vesting Warrant to purchase 1,000 shares of ITIS's common stock per $100,000 invested issued to
         Cootes Drive LLC, dated November 20, 2000.


                                       27
<PAGE>
EXHIBIT  DESCRIPTION
-------  -----------
NUMBER
------

  10.22  Convertible Promissory Note made by ITIS in favor of Cootes Drive LLC in the principal amount
         of $500,000, dated December 5, 2000.

  10.23  Warrant to purchase 41,650 shares of ITIS's common stock issued to Cootes Drive, LLC, dated
         December 5, 2000.

  10.24  Side Letter Agreement dated December 5, 2000, by and between ITIS and Cootes Drive LLC to
         enter into a convertible Promissory Note financing arrangement for $500,000.

  10.25  Consulting Agreement by and between Venco Compliance, Inc. and Cathryn Tull d/b/a First
         Choice Consulting, dated October 1, 2000 (incorporated by reference to Exhibit 10.17 to the
         Registrant's Form 8-K filed with the SEC on October 16, 2000).

  10.26  Consulting Agreement by and between Venco Compliance, Inc. and Cathryn Tull d/b/a First
         Choice Consulting, dated October 1, 2000 (incorporated by reference to Exhibit 10.17 to ITIS's
         Form 8-K filed with the SEC on October 16, 2000).

  10.27  Warrant to purchase 300,000 shares of ITIS's common stock issued to James W. Christian dated
         February 22, 2001 (incorporated by reference to Exhibit 10.27 to ITIS's Form 10-Q filed with the
         SEC on May 15, 2001).

   16.1  Letter, dated April 5, 2000, from Harper & Pearson Company to the Securities and Exchange
         Commission (incorporated by reference to Exhibit 16.1 to ITIS's Form 8-K/A filed on April 5,
         2000).

   16.2  Letter, dated February 21, 2001 from Arthur Andersen LLP to the Securities and Exchange
         Commission (incorporated by reference to Exhibit 16.2 to ITIS's Form 8-K filed on February 23,
         2001)

    21*  Subsidiaries of ITIS.
</TABLE>

     *Filed  herewith

     (b)  Reports on Form 8-K

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



                                       28
<PAGE>
                                   SIGNATURES

     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  thereunto  duly  authorized.


                                               ITIS INC.



May 20, 2002                       /s/  Hunter M.A. Carr
                                   --------------------------
                                           Hunter  M.A.  Carr
                                           President and Chief Executive Officer

                                   /s/  Joanna  Hoover
                                   --------------------------
May 20, 2002                               Joanna  Hoover
                                           Principal Accounting Officer


                                       29
<PAGE>