# UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

# FORM 10-Q



| | (Mark One) | 
| | ---------- | 

| | [X] | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the
quarterly period ended December 31, 2004 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:
0-22693

InfoTech USA, Inc.
(Exact Name of Registrant as Specified in Its Charter)

|Delaware                                                       | 11-2889809                         
|-------------------------------------------------------------- | -----------------------------------
|(State or Other Jurisdiction of
Incorporation or Organization) | (I.R.S. EmployerIdentification No.)

|7 Kingsbridge Road, Fairfield, New Jersey | 07004     
|----------------------------------------- | ----------
|(Address of Principal Executive Offices)  | (Zip Code)

(973) 227-8772
(Registrants Telephone Number, Including Area Code)

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

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
     Yes  [_]      No  [X]

As
of February 9, 2005, 4,895,998 shares of our common stock were outstanding.

---

# InfoTech USA, Inc.

# Table of Contents

| | Item | Page
| | ---- | ----

|Part I | Financial Information                                                                           | 3 
|------ | ----------------------------------------------------------------------------------------------- | --
|       | Item 1.   Financial Statements                                                                  | 3 
|       | Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations | 10
|       | Item 3.   Quantitative and Qualitative Disclosures About Market Risk                            | 14
|       | Item 4.   Controls and Procedures                                                               | 14

|Part II | Other Information           | 15
|------- | --------------------------- | --
|        | Item 1.   Legal Proceedings | 15
|        | Item 6.   Exhibits          | 15

|Signature | 
|--------- | 
|Exhibits  | 

2

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# Part I    Financial
Information

# Item 1.    Financial
Statements.

|InfoTech USA, Inc. and
Subsidiaries
Consolidated Condensed Balance Sheets
(in thousands, except per share data)
|---------------------------------------------------------------------------------------------------------------
|                                                                                                               

|                                                            |  | December 31, 2004 |   | September 30, 2004 |  
|----------------------------------------------------------- |  | ----------------- | - | ------------------ | -
|                                                            |  |                   |   |                    |  
|                                                            |  | (unaudited)       |   |                    |  
|AssetsCurrent assets:                                       |  |                   |   |                    |  
|Cash and cash equivalents                                   |  | $    212          |   | $    291           |  
|Accounts receivable, net of allowance for doubtful accounts | 
|of $85 and $97                                              |  | 4,736             |   | 3,377              |  
|Inventories                                                 |  | 176               |   | 113                |  
|Note receivable - Parent Company                            |  | 1,000             |   | 1,000              |  
|Other current assets                                        |  | 267               |   | 414                |  
|                                                            |  |                   |   |                    |  
|Total current assets                                        |  | 6,391             |   | 5,195              |  
|Property, equipment and improvements, net                   |  | 164               |   | 183                |  
|Goodwill, net                                               |  | 1,453             |   | 1,453              |  
|Other assets                                                |  | 181               |   | 174                |  
|                                                            |  |                   |   |                    |  
|Total assets                                                |  | $ 8,189           |   | $ 7,005            |  
|                                                            |  |                   |   |                    |  
|Liabilities and Stockholders' Equity                        | 
|Current liabilities:                                        | 
|Line of credit - Wells Fargo                                |  | $ 1,825           |   | $    812           |  
|Amounts due to Parent Company                               |  | 135               |   | 95                 |  
|Accounts payable                                            |  | 161               |   | 264                |  
|Accrued expenses and other liabilities                      |  | 1,093             |   | 921                |  
|                                                            |  |                   |   |                    |  
|Total liabilities                                           |  | 3,214             |   | 2,092              |  
|                                                            |  |                   |   |                    |  
|Commitments and contingencies                               | 
|                                                            |  |                   |   |                    |  
|Stockholders' equity:                                       | 
|Preferred shares:                                           | 
|Authorized 5,000 shares, no par value; none issued          |  |                  |   |                   |  
|Common shares:                                              | 
|Authorized 80,000 shares, $.01 par value; 5,757 shares      | 
|issued; 4,896 shares outstanding                            |  | 58                |   | 58                 |  
|Additional paid-in capital                                  |  | 6,653             |   | 6,653              |  
|Accumulated deficit                                         |  | (818              | ) | (880               | )
|Treasury stock, 861 shares, carried at cost                 |  | (918              | ) | (918               | )
|                                                            |  |                   |   |                    |  
|Total stockholders' equity                                  |  | 4,975             |   | 4,913              |  
|                                                            |  |                   |   |                    |  
|Total liabilities and stockholders' equity                  |  | $ 8,189           |   | $ 7,005            |  
|                                                            |  |                   |   |                    |  

See the accompanying notes to
consolidated condensed financial statements.

3

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|InfoTech USA, Inc. and
Subsidiaries
Consolidated Condensed Statements of Operations
(in thousands, except per share data)
(unaudited)
|-------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                     

|                                                                  |  | For the three months endedDecember 31 | 
|----------------------------------------------------------------- |  | ------------------------------------- | 
|                                                                  |  |                                       | 
|                                                                  |  | 2004                                  | 
|                                                                  |  |                                       | 
|Revenue:                                                          |  |                                       | 
|Product revenue                                                   |  | $   4,334                             | 
|Service revenue                                                   |  | 709                                   | 
|                                                                  |  |                                       | 
|Total revenue                                                     |  | 5,043                                 | 
|                                                                  |  |                                       | 
|Cost of sales:                                                    | 
|Cost of products sold                                             |  | 3,536                                 | 
|Cost of services sold                                             |  | 413                                   | 
|                                                                  |  |                                       | 
|Total cost of products and services sold                          |  | 3,949                                 | 
|                                                                  |  |                                       | 
|Gross profit                                                      |  | 1,094                                 | 
|Selling, general and administrative expenses                      |  | 993                                   | 
|Depreciation and amortization                                     |  | 23                                    | 
|                                                                  |  |                                       | 
|Income (loss) from operations                                     |  | 78                                    | 
|Other expense                                                     |  |                                      | 
|Interest expense (income)                                         |  | 12                                    | 
|                                                                  |  |                                       | 
|Income (loss) before income tax expense (benefit)                 |  | 66                                    | 
|Income tax expense (benefit)                                      |  | 4                                     | 
|                                                                  |  |                                       | 
|Net income (loss)                                                 |  | $     62                              | 
|                                                                  |  |                                       | 
|Net income (loss) per common share - basic and diluted            |  | $  0.01                               | 
|                                                                  |  |                                       | 
|Weighted average number of common shares
     outstanding - basic |  | 4,896                                 | 
|                                                                  |  |                                       | 

See the accompanying notes to
consolidated condensed financial statements.

4

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|InfoTech USA, Inc. and
Subsidiaries
Consolidated Condensed Statement of Stockholders Equity
(in thousands)
(unaudited)
|-----------------------------------------------------------------------------------------------------------------------
|                                                                                                                       

|                            |  | Common Stock |  | AdditionalPaid-in |  | Accumulated |  | Treasury Stock |   | TotalStockholders' | 
|--------------------------- |  | ------------ |  | ----------------- |  | ----------- |  | -------------- | - | ------------------ | 
|                            |  | Number       |  | Amount            |  | Capital     |  | Deficit        |   | Number             | 
|                            |  |              |  |                   |  |             |  |                |   |                    | 
|Balance, September 30, 2004 |  | 5,757        |  | $58               |  | $6,653      |  | $(880          | ) | 861                | 
|Net income                  |  |             |  |                  |  |            |  | 62             |   |                   | 
|                            |  |              |  |                   |  |             |  |                |   |                    | 
|Balance, December 31, 2004  |  | 5,757        |  | $58               |  | $6,653      |  | $(818          | ) | 861                | 
|                            |  |              |  |                   |  |             |  |                |   |                    | 

See the accompanying notes to
consolidated condensed financial statements.

5

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|InfoTech USA, Inc. and
Subsidiaries
Consolidated Condensed Statements of Cash Flows
(in thousands)
(unaudited)
|--------------------------------------------------------------------------------------------------------------
|                                                                                                              

|                                                               |  | For the three months ended
December 31 |  
|-------------------------------------------------------------- |  | -------------------------------------- | -
|                                                               |  |                                        |  
|                                                               |  | 2004                                   |  
|                                                               |  |                                        |  
|Cash flows from operating activities                           |  |                                        |  
|Net income (loss)                                              |  | $      62                              |  
|Adjustments to reconcile net income (loss) to net cash used in | 
|operating activities:                                          | 
|Depreciation and amortization                                  |  | 23                                     |  
|Deferred income taxes                                          |  |                                       |  
|Changes in operating assets and liabilities:                   | 
|Increase in accounts receivable                                |  | (1,359                                 | )
|Increase in inventories                                        |  | (63                                    | )
|Decrease (increase) in other current assets                    |  | 147                                    |  
|Increase in other assets                                       |  | (7                                     | )
|Increase in accounts payable and accrued expenses              |  | 69                                     |  
|                                                               |  |                                        |  
|Net cash used in operating activities                          |  | (1,128                                 | )
|                                                               |  |                                        |  
|Cash flows from investing activities                           | 
|Capital expenditures                                           |  | (4                                     | )
|Payments received on loan to Parent Company                    |  |                                       |  
|Proceeds from disposition of property and equipment            |  |                                       |  
|                                                               |  |                                        |  
|Net cash used in investing activities                          |  | (4                                     | )
|                                                               |  |                                        |  
|Cash flows from financing activities                           | 
|Net borrowings on Wells Fargo line of credit                   |  | 1,013                                  |  
|Payments of capital lease obligations                          |  |                                       |  
|Net borrowings on Parent Company line of credit                |  | 40                                     |  
|                                                               |  |                                        |  
|Net cash provided by financing activities                      |  | 1,053                                  |  
|                                                               |  |                                        |  
|Net decrease in cash and cash equivalents                      |  | (79                                    | )
|                                                               |  |                                        |  
|Cash and cash equivalents - beginning of period                |  | 291                                    |  
|                                                               |  |                                        |  
|Cash and cash equivalents - end of period                      |  | $    212                               |  
|                                                               |  |                                        |  

See the accompanying notes to
consolidated condensed financial statements.

6

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|InfoTech USA, Inc. and
Subsidiaries
Notes to Consolidated Condensed Financial Statements
(in thousands, except per share data)
(unaudited)
|------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                          

# 1.     Basis of Presentation

In
the opinion of management, the accompanying consolidated condensed financial statements
reflect all adjustments, consisting of normal recurring adjustments, necessary to present
fairly the financial position of InfoTech USA, Inc. and its wholly-owned subsidiaries (the
Company) as of December 31, 2004, their results of operations for the
three months ended December 31, 2004 and 2003, changes in stockholders equity for
the three months ended December 31, 2004 and cash flows for the three months ended
December 31, 2004 and 2003. Information included in the consolidated condensed balance
sheet as of September 30, 2004 has been derived from the audited consolidated balance
sheet included in the Companys Annual Report on Form 10-K for the year ended
September 30, 2004 (the 10-K) previously filed with the Securities and
Exchange Commission (the SEC). Pursuant to the rules and regulations of
the SEC, certain information and disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the United States
of America have been condensed or omitted from these consolidated condensed financial
statements unless significant changes have taken place since the end of the most recent
fiscal year. Accordingly, these unaudited consolidated condensed financial statements
should be read in conjunction with the consolidated financial statements, notes to
consolidated financial statements and the other information in the 10-K.

The
consolidated results of operations for the three months ended December 31, 2004 are not
necessarily indicative of the results to be expected for the full year ending September
30, 2005.

# 2.      Principles of
Consolidation

The
financial statements include the accounts of InfoTech USA, Inc. and its wholly-owned
subsidiaries. All significant intercompany accounts and transactions have been eliminated
in consolidation.

# 3.     Inventories

Inventories
at December 31, 2004 and September 30, 2004 consist of:

|                                      |  | December 31, 2004 |  | September 30, 2004 | 
|------------------------------------- |  | ----------------- |  | ------------------ | 
|                                      |  |                   |  |                    | 
|Finished goods                        |  | $   204           |  | $   142            | 
|Allowance for excess and obsolescence |  | (28)              |  | (29)               | 
|                                      |  |                   |  |                    | 
|Totals                                |  | $   176           |  | $   113            | 
|                                      |  |                   |  |                    | 

# 4.      Net Income (Loss) Per
Common Share

As
further explained in Note 1 to the Companys audited financial statements included in
the 10-K previously filed with the SEC, the Company presents basic net income (loss) per
common share and, if appropriate, diluted net income per common share in accordance with
the provisions of Statement of Financial Accounting Standards No. 128, Earnings per
Share.

At
December 31, 2004 and 2003, the Company had options and warrants outstanding for the
purchase of shares of common stock upon exercise as follows:

|                                           |  | December 31, | 
|------------------------------------------ |  | ------------ | 
|                                           |  | 2004         | 
|                                           |  |              | 
|Employee stock options                     |  | 3,825        | 
|Warrants (exercisable at $.5775 per share) |  | 300          | 
|                                           |  |              | 
|Totals                                     |  | 4,125        | 
|                                           |  |              | 

The
assumed effect of the exercise of employee stock options and warrants for the quarter
ended December 31, 2004, would have an immaterial effect on diluted earnings per share based on 5,026 potentially diluted weighted
average shares outstanding. Since the Company had net losses for
the quarter ended December 31, 2003, the assumed effect of the exercise of employee stock
options and warrants would have been anti-dilutive.

7

---

# 5.    Stock-Based
Compensation

The Company measures compensation cost related to stock options issued to employees using the intrinsic value
method of accounting prescribed by Accounting Principles Board Opinion No. 25, Accounting for Stock Issued To
Employees.  The Company has adopted the disclosure-only provisions of Statement of Financial Accounting
Standards No. 123 (SFAS 123), Accounting for Stock-Based Compensation and Statement of Financial Accounting
Standards No. 148, Accounting for Stock-Based Compensation  Transition and Disclosures (SFAS 148) of net
income or loss as if the Black-Scholes option pricing model, which is a fair value based method of accounting for
stock options under SFAS 123, had been applied if such amounts differ materially from the historical amounts.
Accordingly, no earned or unearned compensation cost was recognized in the accompanying consolidated condensed
financial statements for the stock options granted by the Company to its employees since all of those options
have been granted at exercise prices that equaled or exceeded the market value at the date of grant. As a result of amendments to
SFAS 123, the Company will be required to expense the fair value of employee stock options beginning with its fiscal
quarter ending September 30, 2005.  The Company's historical net loss and net loss per common share and pro forma net loss and net loss per common share
assuming compensation cost had been determined based on the fair value at the grant date for all
awards by the Company and amortized over the vesting period consistent with the provisions of SFAS 123 are set
forth below:

|                                                           |  | Three Months EndedDecember 31, | 
|---------------------------------------------------------- |  | ------------------------------ | 
|                                                           |  |                                | 
|                                                           |  | 2004                           | 
|                                                           |  |                                | 
|Net income (loss) - as reported                            |  | $     62                       | 
|Deduct total stock-based employee compensation expense     | 
|determined under a fair value based method for all awards, | 
|net of related tax effects                                 |  | (23)                           | 
|                                                           |  |                                | 
|Net income (loss) - pro forma                              |  | $     39                       | 
|                                                           |  |                                | 
|Net income (loss) per share:                               | 
|Basic and diluted - as reported                            |  | $  0.01                        | 
|                                                           |  |                                | 
|Basic and diluted - pro forma                              |  | $  0.01                        | 
|                                                           |  |                                | 

There
were no options issued during the quarters ended December 31, 2004 and 2003.

# 6.    Related Party
Transactions

On
June 27, 2003, the Company loaned $1.0 million to its parent company, Applied
Digital Solutions, Inc. (Applied Digital). Under the terms of the loan
agreement, interest, which accrues at an annual rate of 16%, is due and payable on a
monthly basis beginning July 31, 2003. The Company earned $40 in interest income during the
three months ended December 31, 2004 and 2003. The principal and any unpaid interest is due June 30, 2005. As
collateral for the loan, Applied Digital has pledged 750 shares of common stock of Digital
Angel Corporation (Digital Angel), a majority-owned subsidiary of
Applied Digital. As of December 31, 2004, the market value of the shares of stock of
Digital Angel was approximately $5,798 based on the closing price of Digital Angels
common stock. The Company assigned its rights under the loan receivable from Applied
Digital to Wells Fargo Business Credit, Inc. (Wells Fargo) in
connection with the credit agreement with Wells Fargo entered into by the Company on June
30, 2004.

# 7.   Financing Agreements

The Company's financing agreement with Wells Fargo, entered into on June 30, 2004, provides financing up
to $4,000.  Amounts borrowed under the credit facility bear interest at Wells Fargo's prime rate plus 3%.  Unless
earlier terminated, the credit facility matures on June 29, 2007 and automatically renews for successive one-year
periods thereafter unless terminated by Wells Fargo or the Company.  The financing agreement with IBM Credit in
effect as of December 31, 2004, provides for inventory financing up to $600 and is secured by a letter of credit
in the amount of $600.  The new wholesale financing agreement with IBM Credit was executed in connection with the
Wells Fargo credit facility and replaced the IBM Credit Agreement for Wholesale Financing dated as of April 20,
1994.

8

---

Under the terms of the credit agreement, Wells Fargo may, at its election, make advances from time to
time in the amounts requested by the Company up to an amount equal to the difference between the borrowing base
and the sum of (i) the amount outstanding under the credit facility and (ii) the $600 letter of credit
outstanding under the credit facility which secures our obligations to IBM Credit under the wholesale financing
agreement.  The borrowing base is equal to the lessor of (x)$4,000 or (y) the amount equal to (a) 85% of our
eligible account receivable plus (b) the amount of available funds in our deposit account with Wells Fargo minus
(c) certain specified reserves.  As of December 31, 2004, the Company had a borrowing base of approximately
$3,480 and availability of approximately $1,055 under the credit facility.

Borrowings under the Wells Fargo line of credit amounted to $1,825 at December 31, 2004.  Borrowings
under the IBM Credit financing arrangement amounted to $118 and $839 at December 31, 2004 and 2003, respectively,
and are included in either accounts payable or accrued and other liabilities.

The credit facility requires the Company to maintain certain financial covenants and the Company was in
compliance with all its financial covenants as of December 31, 2004.

9

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

This
discussion should be read in conjunction with the accompanying consolidated condensed
financial statements and related notes contained in Item 1 of this report as well as our
Annual Report on Form 10-K for the year ended September 30, 2004. Certain statements made
in this report may contain forward-looking statements. For a description of risks and
uncertainties relating to such forward-looking statements, see the Forward-Looking
Statements and Associated Risk section later in this Item 2.

# Business Description

We
are a Delaware corporation incorporated in 1987. We are a full service provider of
information technology, or IT, services and products in the New York City metropolitan
area and in New Jersey. We specialize in tailoring our approach to the individual customer
needs. We provide IT consulting, networking, remote access, procurement, storage area
networks, deployment, integration and migration services. We also provide on-going system
and network maintenance services.

# Results of Operations

We
operate in a highly competitive industry, which in turn places constant pressures on
maintaining gross profit margins. Many of our sales are high volume equipment sales, which
produce lower than average gross profit margins, but are often accompanied by a service
arrangement, which yields higher than average gross profit margins.

The
following table sets forth, for the periods indicated, the percentage relationship to
total revenue of certain items in our consolidated condensed statements of operations.

|                                                  |  | Three Months EndedDecember 31, |  
|------------------------------------------------- |  | ------------------------------ | -
|                                                  |  |                                |  
|                                                  |  | 2004                           |  
|                                                  |  |                                |  
|Revenue:                                          |  |                                |  
|Product revenue                                   |  | 85.9                           | %
|Service revenue                                   |  | 14.1                           |  
|                                                  |  |                                |  
|Total revenue                                     |  | 100.0                          |  
|                                                  |  |                                |  
|Cost of sales:                                    | 
|Cost of products sold                             |  | 70.1                           |  
|Cost of services sold                             |  | 8.2                            |  
|                                                  |  |                                |  
|Total cost of products and services sold          |  | 78.3                           |  
|                                                  |  |                                |  
|Gross profit                                      |  | 21.7                           |  
|                                                  |  |                                |  
|Selling, general and administrative expenses      |  | 19.7                           |  
|Depreciation and amortization                     |  | 0.5                            |  
|                                                  |  |                                |  
|Income (loss) from operations                     |  | 1.5                            |  
|Other expense                                     |  | 0.0                            |  
|Interest expense (income)                         |  | 0.2                            |  
|                                                  |  |                                |  
|Income (loss) before income tax expense (benefit) |  | 1.3                            |  
|Income tax expense (benefit)                      |  | 0.1                            |  
|                                                  |  |                                |  
|Net income (loss)                                 |  | 1.2                            |  
|                                                  |  |                                |  

10

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Three Months Ended December 31,
2004 Compared to the Three Months Ended December 31, 2003
(in thousands unless otherwise noted)

Sales
for the first quarter of fiscal year 2005 increased $1,316, or 35.3%, to $5,043 from
$3,727 in the first quarter of fiscal year 2004. The increase in revenue was primarily a
result of improved market conditions and our focus on high-end, Intel-based products,
which provided us with more high-end product sales in the first quarter of 2005 compared
with 2004 as well as the opportunity to sell related high-end technical services. Product
sales increased by $1,414, or 48.4%, in the first quarter of 2005 to $4,334 compared to
$2,920 the same quarter last year. Service sales decreased $98, or 12.1%, from $807 in the
first quarter of 2004 to $709 in the first quarter this year. The decrease was due to a
drop in time and material services sales with IBM Corporation, which was somewhat offset
by an increase in high-end engineering services sales. With the improved IT market
conditions and our continued focus on high-end, Intel-based products and related services,
we expect sales volumes to continue at or above last years sales levels.

Gross
profit increased by $394, or 56.3%, in the first quarter of fiscal year 2005 to $1,094
from $700 in the same quarter last year. The increase in gross profit was due to the
overall increase in revenue and improved product and service margins. Total gross margin
increased from 18.8% in the first quarter of 2004, to 21.7% in the first quarter of 2005.
The increase in both product and service gross margins was a result of an increase in
high-end product sales and high-end service sales during the quarter compared to last
year. Product margins rose to 18.4% in the first quarter of 2005 from 14.8% in the first
quarter of 2004. Service margins rose to 41.7% for the first quarter of 2005 from 33.1% in
the same quarter last year. We expect the service margins to continue to be strong this
fiscal year due to the improved IT market conditions and our focus on high-end products
and related services.

Selling,
general and administrative expenses increased $138, or 16.1%, to $993 for the first
quarter of 2005, compared to $855 for the same period in 2004. The increase in expense was
primarily due to a combination of increased commission expense related to higher gross
profit and increased accounting expenses associated with the evaluation of our internal controls
required by Section 404 of the Sarbanes-Oxley
Act of 2002. We expect our management and administrative staff to be sufficient to meet
customer demand, however we may need to add additional personnel in the sales and
technical areas of the business as sales volume increases. Accounting fees in 2005 are
expected to remain higher than last year due to expenses related to compliance with Section 404 of the
Sarbanes-Oxley Act of 2002.

Depreciation
and amortization expense for first quarter of 2005 decreased $23, or 50.0%, from $46 in
the first quarter of 2004 to $23 in fiscal year 2005. The decrease was primarily a result
of certain assets being fully depreciated as of the end of fiscal year 2004.

Operating
income for the first quarter of 2005 was $78 compared to an operating loss of $201 for the
first quarter of 2004.

Interest
expense was $12 in the first quarter of 2005 compared to interest income of $40 in the
first quarter of 2004. The net interest expense for the first quarter of 2005 was a result
of the interest expense of $53 incurred in connection with the Wells Fargo credit
facility, which was largely offset by interest income of $41 earned in connection with the
loan made to Applied Digital. In the first quarter of last year, the interest income was a
result of the loan made to Applied Digital.

Income
tax expense was $4 for the first quarter of 2005 compared to an income tax benefit of $56
for the same period last year. The income tax expense in 2005 related to state income taxes
taxes.  A full valuation allowance was taken in the fourth quarter of 2004 and, as a result, the Company
was able to offset its current federal and certain of its state obligations by utilizing a portion of its
net operating loss carry forwards.

Our
net income for the first quarter for fiscal year 2005 was $62, compared to a net loss of
$111 in the first quarter of fiscal year 2004.

Liquidity and Capital Resources(in thousands unless otherwise noted)

Our
current ratio at December 31, 2004 was 1.99 compared to 2.48 at September 30, 2004.
Working capital at December 31, 2004 was $3,177 up from $3,103 at September 30, 2004, an
increase of $74.

Cash
used in operating activities in the first three months of fiscal year 2005 was $1,128
compared to cash used in operating activities in the first three months of fiscal year
2004 of $199. The cash used in operating

11

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activities in the first three months of fiscal 2005 was primarily due to an
increase in accounts receivable that was a result of our higher sales volume. The cash
used in operating activities during 2004 was primarily a result of our net loss, an
increase in accounts receivable due to slow collections, and an increase in other current assets.
The effect of these factors were somewhat offset by an increase in accounts payable
and accrued expenses.

Cash
used in investing activities was $4 for the first three months of fiscal 2005, compared to
cash used in investing activities of $5 for the first three months of fiscal 2004. Cash
used in investing activities of $4 for the three months ended December 31, 2004 was a
result of capital expenditures. Cash used in investing activities of $5 for the three
months ended December 31, 2003 was primarily a result of capital expenditures of $24,
which was largely offset by a payment of $13 made on the short term loan to
Applied Digital.

Cash
provided by financing activities for the three months ended December 31, 2004 was $1,053.
This cash inflow was primarily a result of net borrowings on the Wells Fargo line of
credit. We had no net cash provided by or used in financing activities for the three
months ended December 31, 2003.

Our
business activities are capital intensive and, consequently, we finance our operations
through arrangements with Wells Fargo and IBM Credit. Our financing agreement with Wells
Fargo, entered into on June 30, 2004, provides us with a $4,000 credit facility. Amounts
borrowed under the credit facility bear interest at Wells Fargos prime rate plus 3%.
Unless earlier terminated, the credit facility matures on June 29, 2007 and automatically
renews for successive one-year periods thereafter unless terminated by Wells Fargo or us.
Our financing agreement with IBM Credit in effect as of December 31, 2004, provides for
inventory financing up to $600 and is secured by a letter of credit in the amount of $600.
The new wholesale financing agreement with IBM Credit was executed in connection with the
Wells Fargo credit facility and replaced the IBM Credit Agreement for Wholesale Financing
dated as of April 20, 1994.

Under
the terms of the credit agreement, Wells Fargo may, at its election, make advances from
time to time in the amounts requested by us up to an amount equal to the difference
between the borrowing base and the sum of (i) the amount outstanding under the credit
facility and (ii) the $600 letter of credit outstanding under the credit facility which
secures our obligations to IBM Credit under the wholesale financing agreement. The
borrowing base is equal to the lesser of (x) $4,000 or (y) the amount equal to (a) 85% of
our eligible accounts receivable plus (b) the amount of available funds in our deposit
account with Wells Fargo minus (c) certain specified reserves. As of December 31, 2004, we
had a borrowing base of approximately $3,480 and availability of approximately $1,055
under the credit facility.

In
connection with the execution of the credit agreement, we paid Wells Fargo an origination
fee of $40. Each year, we will pay Wells Fargo a facility fee of $15 and an unused line
fee of 0.5% of the daily, unused amount under the credit facility. In addition, we must
pay Wells Fargo minimum monthly interest based on minimum borrowings of $1,500. We will
incur additional fees if Wells Fargo terminates the credit facility upon default or if we
terminate the credit facility prior to its termination date. These fees are $120 during
the first year of the credit facility, $60 during the second year of the credit facility
and $20 after the second year of the credit facility.

The
obligations under the credit agreement have been guaranteed by both of our subsidiaries,
and by us. In addition, we have pledged the stock of our subsidiaries and assigned our
rights under the loan agreement to Applied Digital. The credit facility is further secured
by a first priority security interest in substantially all of our assets.

On
December 2, 2004, we notified Wells Fargo that as of and for the fiscal year ended
September 30, 2004, we were not in compliance with the covenants for book net worth and
cumulative net income contained in our credit agreement. Under the terms of our credit
agreement with Wells Fargo, we were required to have book net worth, as defined in the
credit agreement, at September 30, 2004 of at least $7,300 and cumulative net loss, as
defined in the credit agreement, for the fiscal year ended September 30, 2004, not to
exceed $246. Wells Fargo agreed to waive such non-compliance and, on December 24, 2004,
we, and our subsidiaries entered into an amendment and waiver with Wells Fargo. In
connection therewith, we agreed to pay Wells Fargo a $40 waiver fee in four equal
installments of $10 on each of January 3, 2005, February 7, 2005, March 7, 2005 and April
4, 2005. Both the January and February installments have been paid.

Under
the terms of the amendment and waiver, we are required to maintain (i) a debt to book net
worth ratio, as defined in the credit agreement, of not more than 1.5 to 1.0 for each
fiscal quarter, (ii) a minimum book net worth, as defined in the credit agreement, of at
least $3,100 for each fiscal quarter and (iii) a net loss, as defined in the credit
agreement, not to exceed $121 for the fiscal quarter ended December 31, 2004 and $28 for
the two fiscal quarters ended March 31, 2005, a minimum net income, as defined in the
credit agreement, of at least $2 for the

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three fiscal quarters ended June 30, 2005 and a
net loss not to exceed $60 for the year ended September 30, 2005, in order to accommodate the slower
summer months. In addition, the credit
facility prohibits us from incurring or contracting to incur capital expenditures
exceeding $50 in the aggregate during any fiscal year or more than $10 in any one
transaction. The credit agreement contains other standard covenants related to our
operations, including prohibitions on the creation of additional liens, the incurrence of
additional debt, the payment of dividends, the sale of assets and other corporate
transactions by us, without Wells Fargos consent. At December 31, 2004, we were in compliance
with these covenants.

Borrowing
under the Wells Fargo line of credit amounted to $1,825 at December 31, 2004. Borrowing
under the IBM Credit financing arrangement amounted to $118 and $839 at December 31, 2004
and 2003, respectively, and are included in either accounts payable or accrued expenses
and other liabilities.

We
believe that our present financing arrangements with Wells Fargo and IBM Credit, and
current cash position will be sufficient to fund our operations and capital expenditures
through at least December 31, 2005. Our long-term capital needs may require additional
sources of credit. There can be no assurances that we will be successful in negotiating
additional sources of credit for our long-term capital needs. Our inability to have
continuous access to such financing at reasonable costs may materially and adversely
impact our financial condition, results of operations and cash flows.

Recent Accounting Pronouncements

In December 2004,
the Financial Accounting Standards Board (the FASB) issued SFAS No. 123(R) (revised 2004), Share-Based Payment,
which amends SFAS No. 123 and will be effective for public companies for interim or annual periods beginning after
June 15, 2005.  The new standard will require us to expense employee stock options and other share-based
payments.  The FASB believes the use of a binomial lattice model for option valuation is capable of more fully
reflecting certain characteristics of employee share options compared to the Black-Scholes options pricing
model.  The new standard may be adopted in one of three ways  the modified prospective transition method, a
variation of the modified prospective transition method or the modified retrospective transition method.  We are
currently evaluating how we will adopt the standard and evaluating the effect that the adoption of SFAS No. 123(R)
will have on our financial position and results of operations.

In November 2004,
the FASB issued SFAS No. 151, Inventory Costs, an amendment of ARB No. 43, Chapter 4.
This statement amends the guidance in ARB No. 43, Chapter 4, Inventory Pricing, to clarify the accounting for
abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage).  Paragraph 5
of ARB No. 43, Chapter 4, previously stated that ...under some circumstances, items such as idle facility expense,
excessive spoilage, double freight, and rehandling costs may be so abnormal as to require treatment as current
period charges...  SFAS No. 151 requires that those items be recognized as current-period charges regardless of
whether they meet the criterion of so abnormal.  In addition, this statement requires that allocation of fixed
production overheads to the costs of conversion be based on the normal capacity of the production facilities.
The provisions of SFAS No. 151 shall be applied prospectively and are effective for inventory costs incurred during
fiscal years beginning after June 15, 2005, with earlier application permitted for inventory costs incurred
during fiscal years beginning after the date this statement was issued.  The adoption of SFAS No. 151 is not
expected to have a material impact on our financial position and results of operations.

In December 2004,
the FASB issued SFAS No. 153, Exchanges of Nonmonetary Assets, an amendment of APB
Opinion No. 29.  The guidance in APB Opinion No. 29, Accounting for Nonmonetary Transactions, is based on the
principle that exchanges of nonmonetary assets should be measured based on the fair value of assets exchanged.
The guidance in that opinion, however, included certain exceptions to that principle.  This statement amends
Opinion 29 to eliminate the exception for nonmonetary exchanges of similar productive assets that do not have
commercial substance.  A nonmonetary exchange has commercial substance if the future cash flows of the entity are
expected to change significantly as a result of the exchange.  SFAS No. 153 is effective for nonmonetary
exchanges occurring in fiscal periods beginning after June 15, 2005.  The adoption of SFAS No. 153 is not
expected to have a material impact on our financial position and results of operations.

# Forward-Looking
Statements and Associated Risk

Certain
statements in this report constitute forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities
Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. We intend
that such forward-looking statements be subject to the safe harbors created thereby. Such
forward-looking statements involve known and unknown risks, uncertainties and other
factors

13

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which may cause our actual results, performance or achievements to be materially
different from any future results, performance or achievements expressed or implied by
such forward-looking statements. Such factors include, among others, the following:

- our continued ability to develop our service offerings;
- the ability to hire and retain skilled personnel;
- the continued development of our technical, manufacturing, sales, marketing and management capabilities;
- relationships with and dependence on technological partners;
- uncertainties relating to economic conditions where we operate;
- uncertainties relating to government and regulatory policies;
- uncertainties relating to customer plans and commitments;
- rapid technological developments and obsolescence in the industries in which we operate and compete;
- potential performance issues with suppliers and customers;
- governmental export and import policies, global trade policies, worldwide political stability and economic growth;
- the highly competitive environment in which we operate;
- potential entry of new, well-capitalized competitors into our markets;
- our ability to maintain available sources of financing; and
- changes in our capital structure and cost of capital.

The
words believe, expect, anticipate, intend
and plan and similar expressions identify forward-looking statements. Readers
are cautioned not to place undue reliance on these forward-looking statements, which speak
only as of the date the statement was made.

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

We
presently do not use any derivative financial instruments to hedge our exposure to adverse
fluctuations in interest rates, foreign exchange rates, fluctuations in commodity prices
or other market risks, nor do we invest in speculative financial instruments. For InfoTech
USA, borrowings under the financing agreement with Wells Fargo are at Wells Fargos
prime rate plus 3%. We do not have any investments in any instruments that are sensitive
to changes in the general level of U.S. interest rates.

Due
to the nature of our borrowings, we have concluded that there is no material market risk
exposure and, therefore, no quantitative tabular disclosures are required.

# Item 4.   Controls and
Procedures.

As
of the end of the period covered by this report, management, including our principal
executive officer and principal financial officer, evaluated the effectiveness of the
design and operation of our disclosure controls and procedures with respect to the
information generated for use in our reporting system. Based upon, and as of the date of
that evaluation, our principal executive officer and principal financial officer concluded
that our disclosure controls and procedures were effective to provide reasonable assurance
that information required to be disclosed in the reports that we file or submit under the
Securities Exchange Act of 1934 are recorded, processed, summarized and reported within
the time periods specified by the Commissions rules and forms.

There
was no change in our internal control over financial reporting during the quarter ended
December 31, 2004 that has materially affected, or that is reasonably likely to materially
affect, our internal control over financial reporting.

It
should be noted that our management, including our principal executive officer and
principal financial officer, does not expect that our disclosure controls and procedures
or internal controls over financial reporting will

14

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prevent all error and all fraud. A
control system, no matter how well conceived or operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met. Further, the design
of a control system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Because of the inherent
limitations in all control systems, no evaluation of controls can provide absolute
assurance that all control issues and instances of fraud, if any, have been detected.
These inherent limitations include the realities that judgments in decision-making can be
faulty, and that breakdowns can occur because of simple error or mistake. Additionally,
controls can be circumvented by the individual acts of some persons, by collusion of two
or more people, or by management override of the controls. The design of any system of
controls is based in part upon certain assumptions about the likelihood of future events,
and there can be no assurance that any design will succeed in achieving its stated goals
under all potential future conditions; over time, controls may become inadequate because
of changes in conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of the inherent limitations in a cost-effective control system,
misstatements due to error or fraud may occur and not be detected.

# Part II    Other Information

# Item 1.    Legal
Proceedings.

No
material developments have occurred in the matters reported under the category Legal
Proceedings in our Annual Report on Form 10-K for the fiscal year ended September
30, 2004.

# Item 6.    Exhibits.

See
list of exhibits attached hereto.

15

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# 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.

| | InfoTech USA, Inc.(Registrant)
| | ------------------------------

| | By: | /s/ J. Robert Patterson                                                                                                                   
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------
| |     | J. Robert Patterson, Vice President, Chief Financial
 Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)

| | Date:   February 10, 2005
| | -------------------------

---

# Exhibits

|ExhibitNumber |  | Description
|------------- |  | -----------
|              |  |            

|3.1 |  | Amended and Restated Certificate of Incorporation dated April 21, 1997 (incorporated by
reference to Exhibit 3.1 to the registrants Quarterly Report on Form 10-Q filed with
the Commission on May 14, 2003)
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.2 |  | Certificate of Amendment of Certificate of Incorporation dated March 22, 2002
(incorporated by reference to Exhibit 3.2 to the registrants Quarterly Report on
Form 10-Q filed with the Commission on May 14, 2003)
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.3 |  | Certificate of Amendment of Certificate of Incorporation dated April 9, 2003 (incorporated
by reference to Exhibit 3.3 to the registrants Quarterly Report on Form 10-Q filed
with the Commission on May 14, 2003)
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.4 |  | Amended and Restated By-Laws (incorporated by reference to Exhibit 3.4 to the
registrants Quarterly Report on Form 10-Q filed with the Commission on May 14, 2003)
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.1 |  | First Amendment and Waiver, dated as of December 24, 2004, among InfoTech USA, Inc., the
                 registrant, Information Technology Services, Inc. and Wells Fargo Business Credit, Inc.
                 (incorporated by reference to Exhibit 10.5 to the registrant's Annual Report on Form 10-K filed
with the Commission on December 29, 2004)
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|31.1 |  | Certification by Chief Executive Officer of the registrant pursuant to Section 302 of the
                 Sarbanes-Oxley Act of 2002
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------

|31.2 |  | Certification by Chief Financial Officer of the registrant pursuant to Section 302 of the
                 Sarbanes-Oxley Act of 2002
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------

|32.1 |  | Certification by Chief Executive Officer of the registrant pursuant to Section 906 of the
                 Sarbanes-Oxley Act of 2002
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------

|32.2 |  | Certification by Chief Financial Officer of the registrant pursuant to Section 906 of the
                 Sarbanes-Oxley Act of 2002
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------