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

                              --------------------

                                   FORM 10-QSB

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

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2003

                                       OR

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

FOR THE TRANSITION PERIOD FROM             TO
                               -----------    ---------------

                        COMMISSION FILE NUMBER 333-88179

                              --------------------

                        INTERNATIONAL TEST SYSTEMS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           DELAWARE                                            74-29581956
(STATE OR OTHER JURISDICTION OF                              (I.R.S. EMPLOYEE
INCORPORATION OR ORGANIZATION)                               IDENTIFICATION NO.)

           16161 COLLEGE OAK
         SAN ANTONIO, TEXAS                                        78249
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                         (ZIP CODE)

                                 (210) 408-6019
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

                                 NOT APPLICABLE
    (FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST
                                     REPORT)


                              --------------------


     Check  whether  the  issuer:  (1) 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 requirement for the past
90  days:   Yes [X]     No

     Registrant's number of common shares outstanding as of October 31, 2003:
22,357,000

<PAGE>
                                TABLE OF CONTENTS

PART  I     FINANCIAL  INFORMATION

Item  1.  Financial  Statements                                                3

Consolidated  Balance  Sheet,  September  30,  2003  (Unaudited)               3
----------------------------

Consolidated  Statements  of  Operations,  Three  Months  and  Nine Months
----------------------------------------
Ended September  30,  2003  and  2002  (Unaudited)                             4

Consolidated  Statements of Cash Flows, Nine Months Ended September 30, 2003
--------------------------------------
and 2002  (Unaudited)                                                          5

Notes  to  Consolidated  Financial  Statements (Unaudited)                     6
----------------------------------------------

Item  2.  Management's  Plan  of  Operation                                    7

Item  3.   Controls  and  Procedures                                           9


PART  II  -  OTHER  INFORMATION

Item  2.  Changes  in  Securities                                             10

Item  5.  Other  Information                                                  10

Item  6.  Exhibits  and  Reports  on  Form  8-K                               15

SIGNATURES                                                                    18

INDEX TO EXHIBITS                                                             19

<PAGE>

PART I
                              FINANCIAL INFORMATION

Item  1.  Financial  Statements


<TABLE>
<CAPTION>

                        INTERNATIONAL TEST SYSTEMS, INC.
                           CONSOLIDATED BALANCE SHEET
                               September 30, 2003
                                  (Unaudited)

        ASSETS
<S>                                                    <C>
Fixed assets, net of $27,888 accumulated depreciation  $     1,007
                                                        ===========



      LIABILITIES

Current Liabilities
  Accounts payable                                     $    43,865
  Accrued expenses                                           7,290
  Current portion of note payable                              954
  Notes payable to related parties                         122,900
                                                        -----------
    Total Current Liabilities                              175,009
                                                        -----------


      STOCKHOLDERS' DEFICIT

Preferred stock, $.001 par, 10,000,000 shares
  authorized, none issued and outstanding
Common stock, $.001 par, 50,000,000 shares
  authorized, 2,407,000 shares outstanding                   2,407
Additional paid in capital                               1,584,384
Retained deficit                                        (1,760,793)
                                                        -----------
    Total Stockholders' Deficit                         (  174,002)
                                                        -----------
      Total Liabilities and Stockholders' Deficit       $    1,007
                                                        ===========
</TABLE>


                                        3

<PAGE>

<TABLE>
<CAPTION>

                        INTERNATIONAL TEST SYSTEMS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
         Three Months and Nine Months Ended September 30, 2003 and 2002
                                  (Unaudited)



                                    Three Months               Nine Months
                                 Ended September 30,      Ended September 30,
                                 2003         2002         2003         2002
                              ---------    ---------    ---------    ---------
<S>                           <C>          <C>          <C>          <C>
Revenue from equipment sales
  and sales commissions       $       40   $    7,468   $      540   $    8,975
Rental income                                                               510
                              ---------    ---------    ---------    ---------
  Total revenue                       40        7,468          540        9,485

Selling expenses                                                 7
General & administrative
  - paid in stock                 62,400        8,000       68,800       58,000
  - paid in cash                  29,177        6,280      103,352       25,453
Depreciation                         791          913        2,371        1,521
Write off of deferred
  offering costs                 202,259                   202,259
                              ---------    ---------    ---------    ---------
  Loss From Operations          (294,587)      (7,725)    (376,249)     (75,489)

Interest expense                (  2,383)      (  534)    (  7,452)     ( 2,546)
                              ---------    ---------    ---------    ---------
Net loss                      $ (296,970)  $   (8,259)  $ (383,701)  $  (78,035)
                              ==========   =========    ==========   ==========

Basic and diluted net loss
  per common share            $     (.13)  $     (.00)  $     (.18)  $     (.04)
Weighted average common
  shares outstanding           2,261,500    2,100,000    2,160,056    2,094,444
</TABLE>


                                        4
<PAGE>


<TABLE>
<CAPTION>

                        INTERNATIONAL TEST SYSTEMS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              For the Nine Months Ended September 30, 2003 and 2002
                                  (Unaudited)



                                                               2003          2002
                                                             ---------    ---------
<S>                                             <C>                      <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                   $(383,701)  $(78,035)
  Adjustments to reconcile net loss
    to cash used in operating activities:
    Stock issued for services                                   68,800     58,000
    Depreciation                                                 2,371      1,521
    Write off of deferred offering costs                       202,259
    Changes in:
    Accounts receivable                                            273        448
    Inventory                                                    2,799        833
    Due from related parties                                       776    (    25)
    Accounts payable                                          (  4,557)     3,714
    Accrued expenses                                            59,700      1,605
                                                             ---------    ---------
NET CASH USED IN OPERATING ACTIVITIES                         ( 51,280)   (11,939)
                                                             ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES
  Cash received in purchase of Pensar                                         153
                                                                          ---------
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from notes payable to
    related parties                                             70,832     26,750
  Payments on notes payable to related parties                 ( 2,682)
  Payments on note payable                                     (   720)   (   561)
  Increase in deferred offering costs                          (18,550)   (22,572)
  Contributions to capital                                       2,400      6,900
                                                             ---------    ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES                       51,280     10,517
                                                             ---------    ---------
NET CHANGE IN CASH                                                   0    ( 1,269)

CASH AT BEGINNING OF PERIOD                                          0      2,124
                                                             ---------    ---------
CASH AT END OF PERIOD                                        $       0   $    855
                                                             =========    =========

NON CASH DISCLOSURES:
  Shares issued for deferred compensation                    $  54,000
</TABLE>

                                        5

<PAGE>

                        INTERNATIONAL TEST SYSTEMS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE 1 - BASIS OF PRESENTATION

The  accompanying  unaudited  interim financial statements of International Test
Systems,  Inc., a Delaware corporation ("ITS"), have been prepared in accordance
with  accounting  principles  generally accepted in the United States of America
and  the  rules of the Securities and Exchange Commission ("SEC"), and should be
read  in  conjunction  with  the  audited financial statements and notes thereto
contained in ITS' latest Annual Report filed with the SEC on August 11, 2003, as
Amendment  No.  9  to Form SB-1.  In the opinion of Management, all adjustments,
consisting of normal recurring adjustments, necessary for a fair presentation of
financial  position  and  the  results  of  operations  for  the interim periods
presented  have  been  reflected  herein.  The results of operations for interim
periods  are  not  necessarily  indicative of the results to be expected for the
full  year.  Notes  to  the  financial  statements  which  would  substantially
duplicate  the  disclosure contained in the audited financial statements for the
most  recent  fiscal  year  2002  as  reported  in Form SB-1, have been omitted.

NOTE 2 - NOTES PAYABLE TO RELATED PARTIES

In March 2003,  ITS signed an unsecured  line of credit  agreement  with a major
shareholder.  The agreement  provided for a $30,000 line of credit  available to
ITS as needed with 10 percent  interest.  In August 2003, the line of credit was
increased to $45,000 and the  interest  was reduced to 6 percent.  Approximately
$1,500 was available  for borrowing as of September 30, 2003.  The entire unpaid
principal and interest is due on December 31, 2003.  In August 2003,  BFP agreed
to  increase  the ITS line of credit to $85,000  and reduce  the  interest  to 6
percent.  Approximately  $4,500 was  available for borrowing as of September 30,
2003.  The Stock Purchase  Agreement also provides that all accrued  interest on
the notes,  shall be waived,  and that the notes  shall  accrue no interest on a
going forward basis.

                                        6

<PAGE>

NOTE 3 - COMMON STOCK

In  the  nine  months  ending  September 30, 2003, ITS issued 172,000 shares for
compensation  to  a  third  party,  BFP and ITS's president at $.40 per share or
$68,800.  The  entire $68,800 has been recorded as an expense in the nine months
ending  September  30,  2003.

In  the nine months ended September 30, 2003, ITS issued 135,000 shares to three
directors  for  previously  accrued  deferred  compensation at $.40 per share or
$54,000.

NOTE 4 - ACCRUED EXPENSES

On  April  23,  2003, the board of directors approved payments to three officers
and  directors  for  past services totaling $54,000.  The officers and directors
could have elected to receive their compensation in the form of ITS common stock
using a $.40 per share conversion factor.  In August 2003, the directors elected
to  convert  and  received  a  total of 135,000 shares.  See note 3 for details.

NOTE 5 - SUBSEQUENT EVENTS

ITS  entered  into a Stock  Purchase  Agreement  with  one of its  shareholders,
Promota International, Inc. ("Promota"),  wherebyPromota contributed $250,000 in
capital to ITS in  exchange  for the  issuance  byITS to  Promota of  19,850,000
shares.   Following  the  issuance  of  shares  pursuantto  the  Stock  Purchase
Agreement,  the total  number of shares owned by  Promota,including  the 626,000
shares owned by Promota  prior to the Stock  PurchaseAgreement,  was  ninety-two
percent  (92%) of the  issued  and  outstanding  commonstock  of ITS.  The Stock
Purchase  Agreement was dated October 23, 2003, and was signed by all parties as
of  October  31,  2003.  Pursuant  to the Stock  Purchase  Agreement,  the notes
currently  held by Carey G.  Birmingham  and BFP Texas Ltd.have been extended to
January 31, 2004, with an additional thirty day marketcondition clause, and are,
in any event, to be retired only with cash  proceedsreceived in later offerings.
Promota transferred an additional $25,000 to ITS on October 31, 2003, for ITS to
use to reduce its accounts payable, cover filing feesand related costs of filing
its  8-K  and  this   Report,   as  well  as  to  pay   thesalary  of  Carey  G.
Birmingham.Promota   is  a  Delaware   holdingcompany  that  is  a  wholly-owned
subsidiary of Promota Hellas, S.A.  ("Hellas").Hellas is a Greek company that is
publicly  traded  on the  Athens  Stock  Exchange,and  has an  estimated  market
capitalization of $50 million.  Promota has a wholly-owned  subsidiary,  Promota
Aeropark,  SA,  a  Bulgarian  company,  publiclytraded  on the  Bulgarian  Stock
Exchange.  Of the $250,000 in cash that Promota  transferred  to ITS in the time
period up to and including October 23, 2003, $30,000 was used to reduce the line
of  credit  to  Carey  Birmingham.  $45,000  of the BFP line of  credit  will be
converted into 100,000 shares of ITS.  CareyBirmingham and BFP will each forgive
$7,500 on their lines of credit. Theremaining Carey Birmingham and BFP debt will
be retired with cash proceeds received in later offerings.

                                        7

<PAGE>

ITEM  2.

                         MANAGEMENT'S PLAN OF OPERATION.

     This  discussion  and  analysis  is  a  presentation  by  the  Management
("Management")  of  International  Test  Systems,  Inc.  (the  "Company"  or the
"Registrant")  of  its  financial  condition  and  current  corporate structure.

     Certain  statements  contained  under  this  caption  and elsewhere in this
discussion  and  analysis  regarding  matters  that are not historical facts are
forward-looking  statements  as  defined  in  the  Private Securities Litigation
Reform  Act  of 1995.  All statements that address operating performance, events
or  developments  that  Management  expects  to  incur  in the future, including
statements relating to sales and earning growth or statements expressing general
optimism  about  future  operating results or investments, capital infusions, or
expected  transactions  are  forward-looking  statements.  These forward-looking
statements  are  based  on  Management's current views and assumptions regarding
future  events  and  operating  performance.  Many  factors  could  cause actual
results  to  differ materially from estimates contained in these forward-looking
statements.  The  differences  may be caused by a variety of factors, including,
but  not  limited  to,  adverse  economic  conditions,  competitive  pressures,
inadequate  capital,  unexpected  costs,  lower  revenues  or  net  income,  the
possibility of fluctuation and volatility of our operating results and financial
condition,  inability  to  carry  out  marketing and sales plans and loss of key
executives,  among  other  things.

OVERVIEW  OF  OUR  BUSINESS

GENERAL

     We  manufacture,  market,  sell  and  distribute  a  family of hardware and
software  products  used  to test and troubleshoot components on printed circuit
boards.


THE  PRODUCTS  WE  OWN  AND  MARKET

     The  products  we  own  and market are known collectively as the CircuiTest
In-Circuit Component Test System and include the 2000S In-Circuit Component Test
System,  the  CircuiTest  2100 Scanner Expansion and the recently developed 2100
S/OAI  (Shorts/Opens  Adapter  Interface)  Shorts  and  Opens  Tester.  A  full
explanation  of  our  products,  their  market,  their  features,  our marketing
strategy, and their competitive environment was included in Amendments 1 through
9  of  the  Company's  Form  SB-1,  as  finally filed on August 11, 2003, and is
incorporated  by  reference  herein.


DESCRIPTION  OF  OUR  PROPERTY

     We currently sublease approximately 200 square feet of office and warehouse
space  at 16161 College Oak, Suite 101, San Antonio, Texas, which we use for our
corporate  offices.  We  entered into a three-year sublease with BFP Texas Ltd.,
an  entity controlled by our Executive Vice-President, and the sub lease expires
on  December  31,  2004.  Our  sublease  rental  payment  is $150 per month.  In
addition to rent, we pay a proportionate share of normal office expenses for the
maintenance  of  the  premises.

     Our  Executive  Vice-President,  Carey  Birmingham,  owns  a  4.02% limited
partnership  interest  in  BFP  Texas,  Ltd.,  our  landlord.

     We  believe  that  the  existing  premises  will  satisfy  our needs in the
foreseeable  future with only moderate changes needed to be made to the premises
to  accommodate  additional staff.  Ample small office space is available to us,
and  we  are  not  real  estate  dependent.

                                        8

<PAGE>

INTELLECTUAL  PROPERTY

     On  May  1, 2002 we acquired all ownership rights, including copyrights, to
the  software,  hardware  and  intellectual property associated with the product
known  as  CircuiTest 2000S from Pensar.  The hardware is protected from outside
duplication  by  a  Programmable  Array  Logic chip, or "PAL" on the main system
motherboard. This chip is installed and programmed in the final phase of quality
control  at  its  main  office  by  developers of the system.  Immediately after
programming,  a  small  fuse  is "blown" in the PAL, making the hardware and its
functions  virtually  impossible  to  duplicate.

RESEARCH  AND  DEVELOPMENT

     We  have not spent any funds on research and development of products during
the  last  fiscal  year.

CURRENT  STATUS

     Pursuant  to  the  Stock Purchase Agreement (as more particularly described
below  in  Item  2  of  Part  II)  entered  into  by  the  Company  and  Promota
International,  Inc.,  a corporation  organized  under  the  laws  of  the State
of  Delaware  ("Promota"),  the Company has received an infusion of capital from
Promota,  and,  as  a  result  of  such capital contribution, Promota now owns a
controlling  interest (approximately 92%) of the issued and outstanding stock of
the Company.  Pursuant  to  the  Stock  Purchase  Agreement,  H. Alexander Yount
and  H.  Youval Krigel resigned from their positions as directors of the Company
on  October  31,  2003,  and  Carey  G.  Birmingham,  the  sole  remaining
director  of  the  Company, pursuant to the By-Laws of the Company, accepted the
resignations  of  H.  Alexander  Yount and H. Youval Krigel on November 6, 2003,
and  appointed Mike Dramytinos, Christos Mouroutis and Warren A. Kirshenbaum, to
the  Board of Directors of the Company.  In addition, on  November  6, 2003, the
Board of Directors appointed the following persons as Officers of  the  Company:
Mike  Dramytinos, President; Christos Mouroutis, Executive  Vice-President;  and
Carey  G.  Birmingham,  Executive  Vice-President.  Therefore,  the  Board  of
Directors  and Officers are now reflective of Promota's interest in the Company.

The  Company  intends  to  use  its  capital to reduce its outstanding debts and
payables,  fund  its  ongoing  business  and  operating  expenses.

ITEM  3.  CONTROLS  AND  PROCEDURES.

     Within  the  ninety (90) days prior to the date of this report, the Company
carried  out  an evaluation, under the supervision and with the participation of
our  Management,  including  our  President  and Chief Executive Officer, of the
effectiveness  of  the  design  and  operation  of  our  disclosure controls and
procedures  pursuant to the Exchange Act Rule 13a-14. Based upon the evaluation,
our  former  President  and  Chief  Executive  Officer  (currently  an Executive
Vice-President)  concluded  that our disclosure controls are effective in timely
alerting them to material information relating to us, required to be included in
our periodic SEC filings. There have been no significant changes in our internal
controls  subsequent  to  the  date  we  conducted  our  evaluation.

                                        9

<PAGE>

                                     PART II
                                OTHER INFORMATION

ITEM  2.  CHANGES  IN  SECURITIES;  RECENT ISSUANCES OF UNREGISTERED SECURITIES.

     As  the Registrant reported in its Form 8-K (filed on November 12, 2003) on
October  23,  2003,  the  Registrant  and  Promota  entered  into  a  Stock
Purchase  Agreement  whereby  nineteen  million  eight  hundred  fifty  thousand
(19,850,000)  shares  of  common  stock, par value $.001 per share (the  "Common
Stock")  of  the  Registrant  were  issued  to Promota in exchange for a capital
contribution  of  two  hundred  fifty  thousand dollars ($250,000.00). The Stock
Purchase  Agreement  was signed by all parties on October 31, 2003, resulting in
the  effective  date  of  the  Stock  Purchase Agreement being October 31, 2003.
Prior  to the closing of the Stock Purchase Agreement, Promota owned six hundred
twenty  six  thousand  (626,000) shares of Common Stock.  As of the date of this
Report,  Promota  owns  twenty  million  four  hundred  seventy  six  thousand
(20,476,000)  shares of Common Stock, equaling approximately ninety two per cent
(92%)  of  the  twenty  two  million  three  hundred  fifty  seven  thousand
(22,357,000)  shares  of  Common  Stock  outstanding  as  of  October  31, 2003.
The  capital  contribution  of  two hundred fifty thousand dollars ($250,000.00)
transferred  to  the  Registrant,  together with $25,000, transferred on October
31,  2003,  for ITS to use to reduce its accounts payable, cover filing fees and
related costs of filing its 8-K and this Report, as well as to pay the salary of
Carey  G.  Birmingham,  was  contributed  to  Promota by Promota Hellas, S.A., a
corporation organized under the laws of Greece ("Hellas"),  which  owns  all  of
the  outstanding  common  shares  of  Promota.  Hellas is publicly traded on the
Athens  Stock  Exchange,  and  has  an  estimated  market  capitalization of $50
million.  Promota  owns  a controlling interest of all of the outstanding shares
of  Promota  Aeropark,  SA,  a  company  organized  under  the  laws of Bulgaria
("Aeropark"),  which  is  publicly  traded  on  the  Bulgarian  Stock  Exchange.

ITEM  5.  OTHER  INFORMATION.

     The  following  table  sets  forth the names and ages of the members of our
Board  of Directors, executive officers, and the position held in the Company by
each:


NAME                           AGE               POSITION
----                           ---               --------

Mike  Dramytinos               59               Director,  President

Carey  Birmingham              48               Director,  Executive
Vice-President

Christos  Mouroutis            39               Director,  Executive
Vice-President

Warren  A.  Kirshenbaum        37               Director

                                       10

<PAGE>

     Mike  Dramytinos  was  born  and  currently  resides  in  Athens,  Greece.
After his service  in  the  Greek  Army  ended,  Mr.  Dramytinos  began  work in
the hotel industry;  first  as Food & Beverage Manager and Assistant Director at
the Hotel Grande Bretagne, and then as General Manager of the Hotel Casino--Mont
Parnes in Athens.  Mr.  Dramytinos  then  went  on to found Promota Hellas, S.A.
("Promota  Hellas"),  a  Greek  Company  that  is  listed  on  the  Athens Stock
Exchange.  Promota  Hellas  is  the  leading company in Greece that manufactures
and  distributes (a) gifts  that  promote  a Company's products or services; (b)
corporate  gifts;  (c) textile promotions;  and  (d)  advertising gifts. Promota
Hellas  is  the  largest  company  in  the  Business Gifts and Premium sector in
Greece,  and  one  of  the  five  (5)  largest  companies  of  its  kind  in the
European  Union.  For the past three consecutive  years, Promota Hellas has been
named  to  the  list  of  the  500  fastest  growing  companies  in  Europe. Mr.
Dramytinos  is  currently the Managing Director and President of Promota Hellas.
Mr.  Dramytinos  has  served  as  the  Vice-President  of  the  International
Partnership  for  Premiums  and Gifts, and was the first President  of the Greek
Association of Business Gifts Dealers. He is a member of the  Greek  Chamber  of
Commerce,  the  German  Present  Service Institute, and the American Advertising
Specialty  Institute.  Mr.  Dramytinos  is  President  of Promota Bulgaria AD, a
Bulgarian  company listed on the Bulgarian Stock Exchange, Promota Aeropark  AD,
a Bulgarian Company listed on the Bulgarian Stock Exchange, and a subsidiary  of
Promota  International,  Inc.,  and  Bulgarian  InformationTechnologies  AD
(BITEX),  a  Bulgarian  company  in  the  process  of  being  listed  on
the  Bulgarian  Stock  Exchange.  He  is  fluent  in  Greek,  English,  German,
French,  Italian  and  Danish.

     Christos  N.  Mouroutis  was  born  in  Athens,  Greece.  He  is an alumnus
of the American  Hellenic  Foundation - High School 1983. He graduated with a BA
degree from  the Law School of the University of Thrace, Greece, and he received
an  MBA  from the London School of Economics. He has participated in a series of
seminars  on  Banking  and  Insurance  Law.  In  1990, he became a member of the
Piraeus Bar of Lawyers,  and he practiced law for one year, until he resigned in
1991  to  follow a  business  career.  From  1991-1993,  he  worked  at KPMG, in
their  Management  Consulting  Department.  In  1993  he  established  Unibros
Shipping  (Greece)  Ltd, which  became one of the main sea liners from Black Sea
to Far East.  In 1996 he sold  his  shares  in  Unibros  Shipping,  and  created
United  Communications  International  Inc.  (UCI),  in  New  York.  UCI
developed  new  businesses  in  the  telecom  sector  in  Russia,  Greece,  and
Cyprus. UCI was later sold to a Cyprus company,  while  a  division  of  it  was
merged  with the publicly listed NASDAQ company  eGlobe Inc.  Christos Mouroutis
became  a  Vice-President  of  eGlobe  with  responsibility  for  the  Eastern
European  markets.  In  the  year  2000,  Christos Mouroutis  created  Worldfast
Communications,  Inc.,  which  developed  telecom  businesses  in  Bulgaria,
Romania,  Serbia  and Montenegro, and Macedonia. Worldfast Communications,  Inc.
was  sold  in  2002  to  new  investors. Currently Christos Mouroutis is the CEO
and  a  Board  Member  of  EuroCapital  Ltd and EuroCapital Finance SA in Sofia,
Bulgaria.

                                       11

<PAGE>

     Warren  A.  Kirshenbaum  was born and reared in Johannesburg, South Africa,
and  has  lived in the United States since 1989.  Mr. Kirshenbaum is currently a
member  of  Eaton & Van Winkle LLP, a law firm in New York City, which he joined
as a Partner in  2001.  Prior to joining Eaton & Van Winkle LLP, Mr. Kirshenbaum
was  a  former  Staff  Attorney  at  Prudential Securities, and later formed and
managed his own law  firm,  Kirshenbaum  &  Kirshenbaum,  PLLC.  Mr. Kirshenbaum
represents  many  international  clients  in  their  corporate  interests in the
United  States  and  abroad,  as  well as many United States based entities. Mr.
Kirshenbaum's  clients  operate  in  many  different  industries, and range from
small  start-up  operations  to  publicly  traded  entities.  Mr.  Kirshenbaum
frequently  is  asked  to  lecture and present seminars on corporate issues. Mr.
Kirshenbaum  attended  the  Undergraduate Business  School  of the University of
the  Witwatersrand,  in Johannesburg, South Africa (Bachelor of Commerce Degree,
1989),  the  New  England  School  of Law (J.D., 1992),  and New York University
School of Law (LL.M. in Corporate Law, 1993). He is  a  member of the Bar in New
York,  Connecticut,  and  the  District  of  Columbia, as  well  as  the  United
States  District  Courts  for  the Southern and Eastern Districts  of  New York,
and  the  United  States  Supreme  Court.  He  is a member of the  American  Bar
Association,  Business  Law  Section; the Association of the Bar of  the City of
New  York,  the  Dallas  Bar  Association;  the  Legal  Referral Service of  the
Association of the Bar of the City of New York; the Let's Talk Business Network;
and  he  is  a member of the Greater Dallas Chamber of Commerce. He is fluent in
Dutch,  and  has  a  working  knowledge  of  German.

Carey  G. Birmingham has served as our President, Chief Executive Officer, Chief
Financial Officer and Director since we were reincorporated in Delaware in 1999,
and  is  now  an  Executive-Vice  President  and  a  Director.  Since  1996, Mr.
Birmingham  served  as  chairman  and  president of ITS Texas, as well as Pensar
Technologies  LLC.  Mr.  Birmingham  was  responsible  for  the  formation  and
management  of  ITS  Texas  in  September  1996,  which  was a development stage
company.  Prior  to  the  formation  of  ITS  Texas,  Mr.  Birmingham  was  also
responsible  for  the  formation  of Pensar Technologies LLC in 1995, a start-up
company  created  to  design  and  market  the  technology  known  as  the 2000S
In-Circuit  Test System. Mr. Birmingham was responsible, until October 23, 2003,
for  long-term  strategic planning and all day-to-day administrative activities,
including marketing, finance, profit and loss responsibility, building strategic
alliances  and  developing sales . Mr. Birmingham will now assist the Company in
its  capital  markets activities, strategic planning, and certain administrative
activities,  such  as  regulatory  compliance,  and  sales  and  marketing.

     During  the  past  14  years,  in  addition  to  his  work  in  venture
capital  and  individual  investments,  Mr.  Birmingham  had  served  in various
capacities.  From  March  1982  through  April  1984,  Mr.  Birmingham served as
Asset  Manager  and  Sr.  Asset  Manager  for  New  York  Life  Insurance.  Mr.
Birmingham  served as a Vice President  for  Unicorp  American  Corporation  and
Executive  Vice  President  for Unicorp  Property Management, a subsidiary, from
May  1984  through  November  1989.  Mr.  Birmingham  served  as  a  Portfolio
Director  for  United  Services Automobile Association  (USAA) from 1990 through
part  of  1992.  In  addition,  Mr.  Birmingham  served  as  a  consultant  for
Fidelity  Mutual  Life  Insurance  and  Mutual  Benefit
Life  from 1992 through 1994.  Mr. Birmingham has been responsible for the asset
and  property  management  of  real  estate portfolios  valued in excess of $250
Million  at  New  York  Life,  $300-$400 Million at Unicorp American,  $200-$300
Million  at  USAA  and  approximately  $300 -$400 million at Fidelity and Mutual
Benefit  Life.  During his tenure with these companies, Mr. Birmingham generated
gross  sales  proceeds  of  over  $700 million from the sale of properties.  Mr.
Birmingham  received  a  BA  degree  from  New  York  University  in  1980.


                                       12

<PAGE>


     The  following  sets  forth  the  number  of shares of our $0.001 par value
common  stock beneficially owned, as of October 31, 2003, by (i) each person who
was  known  by  us to own, individually, or beneficially, more than five percent
(5%)  of  our  issued  and  outstanding  common  stock;  (ii)  each of the named
Executive  Officers;  (iii)  the individual Directors; and (iv) the Officers and
Directors  as  a  group.  As  of  October 31, 2003, there were 22,357,000 common
shares  issued and outstanding, on a fully diluted basis (assuming conversion of
$45,000  of  the  BFP  Texas  Ltd.  promissory  note  into 100,000 shares of the
Company).

                                       13


<PAGE>

<TABLE>
<CAPTION>
    TITLE OF CLASS                  Name and Address                    Amount of Beneficial    Percent of Class
                                   of Beneficial Owner                       Ownership
------------------------      ----------------------------            ---------------------    -----------------
<S>                               <C>                                                   <C>                    <C>

COMMON                        Carey G. Birmingham
                              (President & CEO and a Director)
                              16161 College Oak                               762,500 (1)                     3%
                              San Antonio, TX 78249

COMMON                        H. Youval Krigel (Former Director)
                              16161 College Oak                               100,000                       0.4%
                              San Antonio, TX 78249

COMMON                        H. Alex Yount (Former Director)
                              16161 College Oak                               100,000                       0.4%
                              San Antonio, TX 78249

COMMON                        Promota International, Inc.
                              c/o 3 Park Avenue, 16th Floor                 20,476,000                       92%
                              New York, NY 10016

COMMON                        Officers and Directors as a group             21,238,500(2)                    95%
                              (consisting of 2 persons)

</TABLE>


(1)  Includes  (a)  81,000  shares  owned  by  BFP  Texas  Ltd., a Texas limited
     partnership  that  owns  and  operates  real  estate,  including the office
     building  in  which  the  Company  maintains  its  primary  office.  Carey
     Birmingham,  owns  a  4.02% limited partnership interest in BFP Texas, Ltd;
     (b)  250,000  shares  owned  by  Pensar  Technologies,  LLC,  the  largest
     shareholders  of  which  are  Carey G. Birmingham and BFP Texas Ltd., which
     together  own  approximately 68% of the total issued and outstanding shares
     of  Pensar Technologies, LLC; and (c) assuming conversion of $45,000 of the
     BFP  Texas  Ltd.  promissory  note  into  100,000  shares  of  the Company.
(2)  Includes  the  shares  of  Promota International, Inc., as the President of
     Promota  International,  Inc.,  Mike  Dramytinos  is  a  director  and  the
     President  of  Registrant.

                                       14

<PAGE>

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

                            EXHIBIT AND REPORT INDEX

(a)     Exhibits

Exhibit  Number                       Description  of  Exhibit
---------------                      -------------------------

     1.1  (1)               Certificate  of  Incorporation  of  Registrant

     1.2  (1)               By-laws  of  Registrant

     1.3  (5)               Certificate  of Amendment to Certificate of
                            Incorporation

     2.1  (9)               Stock  Purchase Agreement between International Test
                            Systems, Inc. and  Promota  International,  Inc.,
                            dated  October  23,  2003

     4.1  (3)               Form  of  Share  Certificate

     4.2  (3)               Form  of  Warrant

     4.3  (3)               Form  of  Warrant  Agreement

     4.4  (8)               Form  of  Subscription  Agreement

     5.1  (8)               Opinion  of  David M. Loev, Attorney at Law, counsel
                            to Registrant  (see  Exhibit  23.2.)

    10.1  (1)               Letter  of  Intent  dated  June 4, 1999 with Unifund
                            America, Inc.

    10.2  (2)               Reorganization  and  Stock  Subscription  Agreement
                            Dated June 16, 1999.

    10.3  (2)               Stock  Exchange  Agreement  dated September 20, 1999
                            among certain shareholders  of  International  Test
                            Systems, Inc., a Texas corporation and International
                            Test  Systems,  Inc.,  a  Delaware  corporation.

    10.4  (1)               Distributorship Agreement dated June 19, 1999
                            between Pensar, Inc. and International Test Systems,
                            Inc.

    10.5  (2)               Amended and Restated Distributorship Agreement dated
                            April 15, 2000 between Pensar, Inc. and
                            International  Test  Systems,  Inc.

    10.6  (3)               Second  Amendment  to  Distributorship  Agreement

    10.7  (2)               Distributorship  Agreement  dated  April  15, 2000
                            between Comware Technical Services and International
                            Test  Systems,  Inc.

    10.8  (4)               Third  Amendment  to  Distributorship  Agreement.

                                       15

<PAGE>

    10.9  (4)               Employment  Agreement  with  Carey  Birmingham

    10.10  (4)              Asset Purchase Agreement between International Test
                            Systems, Inc. and  Pensar  Technologies,  LLC

    10.11  (4)              Underwriting  Agreement  with  Public  Securities

    10.12  (6)              First  Amendment to Underwriting Agreement with
                            Public Securities

    10.13  (7)              Second Amendment to Underwriting Agreement with
                            Public Securities

    16.1  (7)               Letter  from  Thomas  Monahan,  Certified  Public
                            Accountant

    23.1  (8)               Consent  of  Malone & Bailey, PLLC, Certified Public
                            Accountants.

     23.2  (8)              Consent  of  David  M.  Loev,  Attorney  at  Law

    31.1  (10)              Certification  of  President  pursuant  to  Section
                            302  of  the Sarbanes-Oxley  Act  of  2002

    31.2  (10)              Certification of Executive Vice-President pursuant
                            to Section 302 of  the  Sarbanes  Oxley  Act of 2002

    32.1  (10)              Certification  pursuant  to 18  U.S.C. 1350, adopted
                            pursuant to Section  906 of  the Sarbanes-Oxley  Act
                            of  2002,  by  President

    32.2  (10)              Certification  pursuant to  18  U.S.C. 1350, adopted
                            pursuant to Section  906 of  the  Sarbanes-Oxley Act
                            of 2002, by Executive Vice-President


(1)     Previously  filed  as  an exhibit to our registration statement filed on
September  30,  1999  (File  No.  333-88179)  herein  incorporated by reference.

(2)     Previously  filed  as  an exhibit to our registration statement filed on
July  26,  2000  (File  No.  333-88179)  herein  incorporated  by  reference.

(3)     Previously  filed  as  an exhibit to our registration statement filed on
October  30,  2001  (File  No.  333-88179)  herein  incorporated  by  reference.

(4)     Previously  filed  as  an exhibit to our registration statement filed on
July  1,  2002  (File  No.  333-88179)  herein  incorporated  by  reference.

(5)     Previously  filed  as  an exhibit to our registration statement filed on
January  2,  2003  (File  No.  333-88179)  herein  incorporated  by  reference.

                                       16

<PAGE>

(6)     Previously  filed  as  an exhibit to our registration statement filed on
June  3,  2003  (File  No.  333-88179)  herein  incorporated  by  reference.

(7)     Previously  filed  as  an exhibit to our registration statement filed on
July  28,  2003  (File  No.  333-88179)  herein  incorporated  by  reference.

(8)     Previously  filed  as  an exhibit to our registration statement filed on
August  11,  2003  (File  No.  333-88179)  herein  incorporated  by  reference.

(9)     Previously  filed  as an exhibit to the Registrant's Report on Form 8-K,
filed  on  November  12,  2003,  and  incorporated  by  reference  herein

(10)     Filed  herein.

(b)   Reports on Form 8-K

   Date                Item Reported                Financial Statement
   ----             ---------------------           -------------------
November 12, 2003         1 and 7                           None

                                       17

<PAGE>

                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, as amended,  the Registrant has duly caused this report to
be signed on it behalf by the undersigned, thereunto duly authorized.


                              INTERNATIONAL TEST SYSTEMS, INC.


Date:     November 19, 2003               By:   /s/  Mike Dramytinos
                                              ----------------------
                                          Name:     Mike Dramytinos
                                          Title:    President



Date:     November 19, 2003               By:   /s/  Christos Mouroutis
                                              -------------------------
                                          Name:     Christos Mouroutis
                                          Title:     Executive  Vice-President

                                       18

<PAGE>
                                INDEX TO EXHIBITS

Exhibit  Number                       Description  of  Exhibit
---------------                      -------------------------

     1.1  (1)               Certificate  of  Incorporation  of  Registrant

     1.2  (1)               By-laws  of  Registrant

     1.3  (5)               Certificate  of Amendment to Certificate of
                            Incorporation

     2.1  (9)               Stock  Purchase Agreement between International Test
                            Systems, Inc. and  Promota  International,  Inc.,
                            dated  October  23,  2003

     4.1  (3)               Form  of  Share  Certificate

     4.2  (3)               Form  of  Warrant

     4.3  (3)               Form  of  Warrant  Agreement

     4.4  (8)               Form  of  Subscription  Agreement

     5.1  (8)               Opinion  of  David M. Loev, Attorney at Law, counsel
                            to Registrant  (see  Exhibit  23.2.)

    10.1  (1)               Letter  of  Intent  dated  June 4, 1999 with Unifund
                            America, Inc.

    10.2  (2)               Reorganization  and  Stock  Subscription  Agreement
                            Dated June 16, 1999.

    10.3  (2)               Stock  Exchange  Agreement  dated September 20, 1999
                            among certain shareholders  of  International  Test
                            Systems, Inc., a Texas corporation and International
                            Test  Systems,  Inc.,  a  Delaware  corporation.

    10.4  (1)               Distributorship Agreement dated June 19, 1999
                            between Pensar, Inc. and International Test Systems,
                            Inc.

    10.5  (2)               Amended and Restated Distributorship Agreement dated
                            April 15, 2000 between Pensar, Inc. and
                            International  Test  Systems,  Inc.

    10.6  (3)               Second  Amendment  to  Distributorship  Agreement

                                       19

<PAGE>


    10.7  (2)               Distributorship  Agreement  dated  April  15, 2000
                            between Comware Technical Services and International
                            Test  Systems,  Inc.

    10.8  (4)               Third  Amendment  to  Distributorship  Agreement.

    10.9  (4)               Employment  Agreement  with  Carey  Birmingham

    10.10  (4)              Asset Purchase Agreement between International Test
                            Systems, Inc. and  Pensar  Technologies,  LLC

    10.11  (4)              Underwriting  Agreement  with  Public  Securities

    10.12  (6)              First  Amendment to Underwriting Agreement with
                            Public Securities

    10.13  (7)              Second Amendment to Underwriting Agreement with
                            Public Securities

    16.1  (7)               Letter  from  Thomas  Monahan,  Certified  Public
                            Accountant

    23.1  (8)               Consent  of  Malone & Bailey, PLLC, Certified Public
                            Accountants.

     23.2  (8)              Consent  of  David  M.  Loev,  Attorney  at  Law

    31.1  (10)              Certification  of  President  pursuant  to  Section
                            302  of  the Sarbanes-Oxley  Act  of  2002

    31.2  (10)              Certification of Executive Vice-President pursuant
                            to Section 302 of  the  Sarbanes  Oxley  Act of 2002

    32.1  (10)              Certification  pursuant  to 18  U.S.C. 1350, adopted
                            pursuant to Section  906 of  the Sarbanes-Oxley  Act
                            of  2002,  by  President

    32.2  (10)              Certification  pursuant to  18  U.S.C. 1350, adopted
                            pursuant to Section  906 of  the  Sarbanes-Oxley Act
                            of 2002, by Executive Vice-President


(1)     Previously  filed  as  an exhibit to our registration statement filed on
September  30,  1999  (File  No.  333-88179)  herein  incorporated by reference.

(2)     Previously  filed  as  an exhibit to our registration statement filed on
July  26,  2000  (File  No.  333-88179)  herein  incorporated  by  reference.

                                       20

<PAGE>

(3)     Previously  filed  as  an exhibit to our registration statement filed on
October  30,  2001  (File  No.  333-88179)  herein  incorporated  by  reference.

(4)     Previously  filed  as  an exhibit to our registration statement filed on
July  1,  2002  (File  No.  333-88179)  herein  incorporated  by  reference.

(5)     Previously  filed  as  an exhibit to our registration statement filed on
January  2,  2003  (File  No.  333-88179)  herein  incorporated  by  reference.

(6)     Previously  filed  as  an exhibit to our registration statement filed on
June  3,  2003  (File  No.  333-88179)  herein  incorporated  by  reference.

(7)     Previously  filed  as  an exhibit to our registration statement filed on
July  28,  2003  (File  No.  333-88179)  herein  incorporated  by  reference.

(8)     Previously  filed  as  an exhibit to our registration statement filed on
August  11,  2003  (File  No.  333-88179)  herein  incorporated  by  reference.

(9)     Previously  filed  as an exhibit to the Registrant's Report on Form 8-K,
filed  on  November  12,  2003,  and  incorporated  by  reference  herein

(10)     Filed  herein.

                                       21