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

                                  FORM 10-KSB/A

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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004
                                       OR

[_]  TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF  1934

                         COMMISSION FILE NUMBER: 1-07149
                                -----------------
                               ITIS HOLDINGS INC.
                 (Name of small business issuer in its charter)

                 NEVADA                                 74-3069407
     (State or other jurisdiction of                 (I.R.S. Employer
      incorporation or organization)                Identification no.)

               12000 WESTHEIMER, SUITE 340, HOUSTON, TEXAS, 77077
           (Address of principal executive offices including zip code)
                                 (281) 600-6000
                (Issuer's telephone number, including area code)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                                    NAME OF EACH EXCHANGE
           TITLE OF EACH CLASS                       ON WHICH REGISTERED
           -------------------                       -------------------
                  None                                       None

          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                    COMMON STOCK, PAR VALUE $0.001 PER SHARE
                                (TITLE OF CLASS)

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

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

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]

Revenues from discontinued operations for the fiscal year ended December 31,
2004, were $183,470.

The aggregate market value of the voting common equity held by non-affiliates of
Registrant as of July 7, 2005 was $112,670 (based on the closing price of $.035
per share on July 7, 2005 as reported on the over-the-counter Bulletin Board).

There were 5,495,743 shares of Registrant's Common Stock outstanding as of July
7, 2005.


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

================================================================================


<PAGE>
<TABLE>
<CAPTION>
                                              ITIS HOLDINGS INC
                                                Form 10-KSB/A
                                     For the Year Ended December 31, 2004

                                              TABLE OF CONTENTS


                                                                                                         PAGE
                                                                                                         ----
<S>  <C>                                                                                                 <C>

                                                    PART I

1.   Description of Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     3
2.   Description of Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     3
3.   Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     4
4.   Submission of Matters to a Vote of Security Holders. . . . . . . . . . . . . . . . . . . . . . . .     4

                                                    PART II

5.   Market for Common Equity and Related Stockholder Matters . . . . . . . . . . . . . . . . . . . . .     4
6.   Management's Discussion and Analysis or Plan of Operation. . . . . . . . . . . . . . . . . . . . .     5
7.   Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     8

8A.  Controls and Procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    24



                                                    PART III

9.   Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the
     Exchange Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    24
10.  Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    26
11.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters . .    27
12.  Certain Relationships and Related Transactions . . . . . . . . . . . . . . . . . . . . . . . . . .    28
13.  Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    28
14.  Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    33
</TABLE>


                                        2
<PAGE>
PART I

This Report contains certain forward-looking statements of the intentions,
hopes, beliefs, expectations, strategies, and predictions of ITIS or its
management with respect to future activities or other future events or
conditions within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
These statements are usually identified by the use of words such as "believes,"
"will," "anticipates," "estimates," "expects," "projects," "plans," "intends,"
"should," "could," or similar expressions. Investors are cautioned that all
forward-looking statements involve risks and uncertainty, including, without
limitation, variations in quarterly results, volatility of ITIS's stock price,
development by competitors of new or competitive products or services, the entry
into the market by new competitors, the sufficiency of ITIS's working capital
and the ability of ITIS to retain management, to implement its business
strategy, to assimilate and integrate any acquisitions, to retain customers or
attract customers from other businesses and to successfully defend itself in
ongoing and future litigation. Although ITIS believes that the assumptions
underlying the forward-looking statements contained in this Report are
reasonable, any of the assumptions could be inaccurate, and, therefore, there
can be no assurance that the forward-looking statements included in this Report
will prove to be accurate. In light of the significant uncertainties inherent in
the forward-looking statements included in this Report, the inclusion of such
information should not be regarded as a representation by ITIS or any other
person that the objectives and plans of ITIS will be achieved. Except for its
ongoing obligation to disclose material information as required by the federal
securities laws, ITIS undertakes no obligation to release publicly any revisions
to any forward-looking statements to reflect events or circumstances after the
date of this Report or to reflect the occurrence of unanticipated events.
Accordingly, the reader should not rely on forward-looking statements, because
they are subject to known and unknown risks, uncertainties, and other factors
that may cause our actual results to differ materially from those contemplated
by the forward-looking statements.

ITEM 1.  DESCRIPTION OF BUSINESS

ITIS Inc. was originally incorporated in Idaho in 1967 and, until 1992, operated
as an exploratory mining company with extremely limited operations. In January
1996, ITIS Inc. was reincorporated in Delaware and the corporate name was
changed to Planet Resources, Inc. On March 27, 2001, Planet Resources was
spun-off from ITIS Inc. On September 18, 2002, ITIS Inc., the Delaware
corporation, merged into its wholly owned subsidiary, ITIS Holdings Inc., a
Nevada corporation. ITIS Holdings Inc. became the surviving corporation after
the effective date of the merger. Until mid-2004, ITIS Holdings Inc. provided
automated litigation support services, document and database management
services, and operated pharmacies. Currently, ITIS has no revenue-producing
operations.

ITIS's common stock is traded on the over-the-counter Bulletin Board under the
symbol "ITHH.OB."

PRODUCTS  AND  SERVICES

While management is seeking new business opportunities, ITIS has no ongoing
operations at the present time.

INTELLECTUAL PROPERTY RIGHTS

PharmHouse owns a paid-up perpetual license of a pharmacy operating system. This
operating system is the subject of a pending patent application. No assurance
can be given that such application will be allowed in whole or in part or as to
the scope of any patent that may be issued in connection with such application.

PharmHouse has acquired three provisional patent rights surrounding the use of
the RightScript(TM) technology platform that specifically address the unique
server-based methodology and technology solutions developed by subsidiary
OnPoint Solutions. In December 2003, management authorized conversion of these
three provisional patents to non-provisional, regular utility patents.

EMPLOYEES

ITIS and its subsidiaries had 3 full-time employees as of July 7, 2005. Our
employees are not represented by any collective bargaining organization, we have
never experienced a work stoppage, and we believe that our relationships with
our employees are good.

ITEM  2.  DESCRIPTION  OF  PROPERTY

FACILITIES


                                        3
<PAGE>
Our executive offices are at 12000 Westheimer, Houston, Texas, where our monthly
rent  is $2,238. Management believes that our current facilities are adequate to
meet  our  needs  through  the  next  12  months and that, if required, suitable
additional  space  will  be  available  on  commercially  reasonable  terms  to
accommodate  expansion  of  our  operations.

ITEM 3.  LEGAL PROCEEDINGS

ITIS is a party to various lawsuits related to matters normally incidental to
its prior operations. No single case, or group of related cases presenting
substantially similar issues of law or fact, exceeds 10% of current assets.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to ITIS's security holders during the fourth
quarter of the fiscal year ended December 31, 2004.

PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

ITIS's common stock trades on the over-the-counter Bulletin Board under the
symbol "ITHH.OB." The following table shows the high and low of closing bid
prices for the common stock as reported by the over-the-counter Bulletin Board.
The closing bid price quotations reflect inter-dealer prices, without retail
mark-up, markdown or commission and may not necessarily represent actual
transactions. Quotations have been adjusted to account for the one-for-ten
reverse split that occurred in September 2002.

<TABLE>
<CAPTION>
                                     HIGH    LOW
<S>                                  <C>    <C>
FISCAL YEAR ENDED DECEMBER 31, 2003
First quarter                        $0.40  $0.10
Second quarter                       $0.27  $0.17
Third quarter                        $0.19  $0.09
Fourth quarter                       $0.08  $0.05
FISCAL YEAR ENDED DECEMBER 31, 2004
First quarter                        $0.09  $0.05
Second quarter                       $0.10  $0.05
Third quarter                        $0.05  $0.03
Fourth quarter                       $0.04  $0.03
</TABLE>

Holders

At December 31, 2004, there were 1,565 holders of record of ITIS's common stock
and 5,495,743 shares outstanding.

Dividends

ITIS has never declared any cash dividends on its common stock. ITIS does not
anticipate paying any cash dividends on its common stock in the foreseeable
future and intends to retain its earnings, if any, to finance the expansion of
its business and for general corporate purposes. Any payment of future dividends
will be at the discretion of the board of directors and will depend upon, among
other things, ITIS's earnings, financial condition, capital requirements, level
of indebtedness, contractual restrictions, and other factors that ITIS's board
of directors deems relevant.

Securities Authorized for Issuance under Equity Compensation Plans

<TABLE>
<CAPTION>
                                                    EQUITY COMPENSATION PLAN INFORMATION
                                ----------------------------------------------------------------------------
                                NUMBER OF SECURITIES TO BE  WEIGHTED AVERAGE EXERCISE
                                ISSUED UPON EXERCISE OF     EXERCISE PRICE OF           NUMBER OF SECURITIES
                                OUTSTANDING OPTIONS,        OUTSTANDING OPTIONS,        REMAINING AVAILABLE
PLAN CATEGORY                   WARRANTS AND RIGHTS         WARRANTS AND RIGHTS         FOR FUTURE ISSUANCE
------------------------------  --------------------------  --------------------------  --------------------
<S>                             <C>                         <C>                         <C>
Equity compensation plans
  approved by security holders                           -                                           865,000
Equity compensation plans not
  approved by security holders                   5,201,931  $                     2.94                     -
                                --------------------------                              --------------------
Total                                            5,201,931                                           865,000
                                ==========================                              ====================
</TABLE>


                                        4
<PAGE>
Equity compensation plans not approved by security holders include options and
warrants issued in connection with employment agreements and options and
warrants issued to vendors in exchange for services rendered.

Sales of Unregistered Securities

During the three months ended December 31, 2004, there were no sales of
unregistered securities.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion should be read in conjunction with the Consolidated
Financial Statements of ITIS, which are included elsewhere in this Form 10-KSB.
Included in this discussion are certain forward-looking statements regarding
ITIS's expectations for its business and its capital resources.   The reader
should not rely on forward-looking statements because they are subject to known
and unknown risks, uncertainties and other factors that may cause our actual
results to differ materially from those contemplated by the forward-looking
statements. ITIS and its subsidiaries may experience high volatility in
operating results and cash flows from quarter to quarter and from year to year.

ITIS has no ongoing operations at the present time. However, Management is
seeking and evaluating new business opportunities on an ongoing basis. It is
critical that new profitable operations commence in order to provide funds
necessary for ITIS to remain in business. Outside financing and additional loans
from Mr. Carr (President and Chairman of the Board of Directors of ITIS) and
other Company directors are the Company's current sources of funding.

ITIS prepares its financial statements inconformity with generally accepted
accounting principles in the United States of America ("GAAP"). The preparation
of GAAP financial statements requires certain estimates, assumptions, and
judgments to be made that may affect ITIS' consolidated balance sheet and
results of operations. ITIS believes its most critical accounting estimates
relate to asset impairment and allowance for doubtful accounts.

     -    Asset impairment- We assess the impairment of long-lived assets
          whenever events or changes in circumstances indicate that their
          carrying value may not be recoverable from estimated future cash flows
          expected to result from their use and eventual disposition. Assets
          classified as held and used for the generation of revenue require the
          recognition of an impairment loss whenever events or circumstances
          have indicated than an asset may be impaired, and the future cash
          flows (undiscounted and without interest charges) from that asset are
          less than the asset's carrying amount. Due to the inability of ITIS
          and its subsidiaries to achieve profitability and positive cash flow
          from the use and licensing of certain software and databases,
          impairment charges of $17,995 and $346,533 were recorded to software
          costs and other intangible assets during 2004 and 2003.

     -    Allowance for doubtful accounts-We provide an allowance for doubtful
          accounts based on specific receivables and management's judgment
          regarding the likelihood of eventual collection. Because our customers
          are limited in number and generally well known to management, we rely
          most heavily on specific customer experience including payment
          practices and history. In 2004 we wrote off $59,086 in customer
          accounts receivable and $125,076 in notes receivable from third
          parties. Of this amount, $50,339 has been placed in the hands of a
          collection agency.

     -    Off balance sheet arrangements-ITIS is not party to any off balance
          sheet arrangements.

The following is management's discussion and analysis of certain significant
factors that have affected ITIS's financial condition and results of operations
during the years ended December 31, 2004 and 2003.

RESULTS OF OPERATIONS

GENERAL AND ADMINISTRATIVE EXPENSE. General and administrative expense decreased
by $883,561 from $1,702,338 for the year ended December 31, 2003 to $818,777 for
the year ended December 31, 2004 as a result of the following:

     -    Payroll and related costs decreased by $678,694 from $1,075,881 for
          the year ended December 31, 2003 to $397,187 for the year ended
          December 31, 2004. Corporate administrative staff was reduced by six
          employees in the second quarter of 2003, by three employees in the
          third quarter of 2003, by two employees in the fourth quarter of 2003,
          and by four employees prior to June 30, 2004. These reductions
          resulted in decreased payroll and related expense of $489,944 for the
          year ended December 31, 2004 as compared to December 31, 2003. In
          addition, the Chief Executive Officer and Chief Financial Officer took
          salary reductions in 2004 that resulted in $188,750 in additional
          payroll cost savings.


                                        5
<PAGE>
     -    There was no non-cash expense related to stock and option awards for
          the year ended December 31, 2004 as compared to $8,000 in expense for
          the year ended December 31, 2003.
     -    Rent, utilities, and related expenses decreased by $29,903 from
          $95,039 for the year ended December 31, 2003 to $65,136 for the year
          ended December 31, 2004 as a result of the move of our corporate
          offices to smaller space in June 2004.
     -    Miscellaneous other general and administrative expenses, which include
          materials and supplies, were reduced by $179,541 from $308,642 for the
          year ended December 31, 2003 to $129,101 for the year ended December
          31, 2004. These reduced expenses primarily resulted from reductions in
          administration personnel.
     -    The expense of professional fees, contract services, and outside
          consulting services increased by $12,577 from $214,776 for the year
          ended December 31, 2003 to $227,353 for the year ended December 31,
          2004. The increase is due to increased legal fees relating to
          renegotiation of service contracts by a subsidiary.

AMORTIZATION AND DEPRECIATION EXPENSE. Amortization and depreciation expense
decreased by $203,271 from $243,026 for the year ended December 31, 2003 to
$39,755 for the year ended December 31, 2004. The decrease is primarily due to
the reduction in our capitalized software and other intangibles, which were
impaired to a basis of zero at December 31, 2003.

GAIN ON SALE OF ASSETS. During the year ended December 31, 2004, ITIS accepted a
$350,000 lump sum payment in full satisfaction of an outstanding note
receivable. The note had been reported using the installment method of
accounting due to uncertainty as to collectibility.

INTEREST EXPENSE. Interest expense decreased by $372,081 from $710,459 for the
year ended December 31, 2003 to $338,378 for the year ended December 31, 2004.
The majority of the interest expense decrease is due to the reclassification of
a $1,273,500 imputed note payable to Rainmaker Ventures, Ltd. to additional
paid-in-capital at December 31, 2003.

DISCONTINUED OPERATIONS. Details of losses from operations of discontinued
business segments are as follows:

<TABLE>
<CAPTION>
                                                   2004        2003
                                                ----------  -----------
<S>                                             <C>         <C>
Revenue, net of deferred income
  Automated litigation support services         $  35,000   $  471,707
  Database management sales and services                -       46,065
  Pharmaceutical sales                            148,470      306,305
                                                ----------  -----------
  Total revenues                                  183,470      824,077
                                                ----------  -----------
Operating expenses
  Cost of sales-pharmaceuticals                   120,754      226,781
  Selling and marketing                            19,936       92,645
  General and administrative                      224,197      485,769
  Production and computer service                  23,328      215,850
  Amortization and depreciation                    44,504       73,511
  Impairment charge                                56,995      407,057
  (Gain) loss on sale and retirement of assets     12,197       (1,785)
                                                ----------  -----------
  Total operating expenses                        501,911    1,499,828
                                                ----------  -----------
Operating loss from discontinued operations      (318,441)    (675,751)
Interest income                                     1,443        4,636
Interest expense                                  (83,668)    (244,340)
Gain on sale of investments                       (20,263)     126,954
                                                ----------  -----------
Net loss from operations of
  discontinued business segments                $(420,929)  $ (788,501)
                                                ==========  ===========
</TABLE>


LIQUIDITY AND CAPITAL RESOURCES

ITIS's ability to execute its business strategy depends to a significant
degree on its ability to generate an established source of revenues, working
capital, and positive cash flow, and its ability to attract additional capital.
ITIS's principal demands for liquidity are cash for normal operations.

During the year ended December 31, 2004, ITIS's cash and cash equivalents
decreased by $7,294 from the December 31, 2003 balance of $110,976 in available
cash to $103,682 in available cash at December 31, 2004.  The Company has a


                                        6
<PAGE>
working capital deficit of $2,943,855 at December 31, 2004. Cash used in
operating activities was $883,984, cash provided by investment activities was
$750,833 and cash provided by financing activities was $125,857.

Cash used in operating activities of $833,984 is primarily due to operating
losses. Cash provided by investment activities is due to payments received on
notes receivable of $400,833 and proceeds from sale of our database of $350,000.
Cash provided by financing activities  is due to new loan proceeds from a third
party lender of $325,000 and advances from related parties in the amount of
$175,447. These amounts are offset by $374,590 in payments made on various notes
payable.

ITIS does not at this time have an established source of revenues, working
capital or cash flow to cover operating costs to allow ITIS to remain in
business. While management is seeking new business opportunities for ITIS, the
litigation support services of Litidex(R) have been suspended indefinitely, and
on June 1, 2004, subsidiary PharmHouse closed its only operating pharmacy.
Management plans to continue to utilize additional loans from related parties
and investors as long as funds from these sources remain available. In addition,
management hopes to convert existing long-term assets to cash in the near term.

ITIS will be required to obtain additional financing or equity capital to remain
in business, and that capital, if available, may have provisions that could
further suppress current and future stock prices and cause significant dilution
to current shareholders.

As reflected in the accompanying financial statements, ITIS has incurred
$37,497,360 in losses since inception and has used significant amounts of cash
in operating ITIS.   ITIS' current working capital is not sufficient to cover
cash requirements for the 2005 fiscal year or to bring the ITIS to a positive
cash flow position. ITIS may not ever become profitable and could fail as a
going concern.

We may in the future experience significant fluctuations in the results of our
operations. Such fluctuations may result in significant volatility in the price
and/or value of ITIS's common stock. Shortfalls in revenues, financing or
capital may adversely and disproportionately affect the results of operations
because a high percentage of current operating expenses are relatively fixed and
are primarily financed through loans and capital contributions. These funds are
not guaranteed and may not continue in the future. Accordingly, management
believes that period-to-period comparisons of results of operations should not
be relied upon as an indication of future results of operations.


                                        7
<PAGE>
ITEM 7. FINANCIAL STATEMENTS



REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS AND

FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                                                      PAGE
                                                                                                      ----
<S>                                                                                                   <C>


Report of Independent Registered Public Accounting Firm. . . . . . . . . . . . . . . . . . . . . . .    9

Consolidated Balance Sheet as of December 31, 2004 . . . . . . . . . . . . . . . . . . . . . . . . .    10

Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2004
and December 31, 2003  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    11

Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2004 and
December 31, 2003. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    12

Consolidated Statements of Cash Flow for the years ended December 31, 2004 and December 31, 2003 . .    13

Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    14
</TABLE>


                                        8
<PAGE>
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors
ITIS Holdings Inc. and Subsidiaries
Houston, Texas

We have audited the accompanying consolidated balance sheet of ITIS Holdings
Inc. as of December 31, 2004 and the related consolidated statements of
operations and comprehensive loss, stockholders' deficit, and cash flows for
each of the two years then ended. These consolidated financial statements are
the responsibility of ITIS' management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of ITIS
Holdings Inc. as of December 31, 2004 and the results of its consolidated
operations and comprehensive loss and its cash flows for the two years then
ended in conformity with accounting principles generally accepted in the United
States of America.

The accompanying consolidated financial statements have been prepared assuming
that ITIS Holdings Inc. will continue as a going concern. ITIS Holdings Inc. has
a deficit equity position of $8.3 million at December 31, 2004 and incurred net
losses of $1 and $5.9 million during 2004 and 2003, respectively, which raises
substantial doubt about its ability to continue as a going concern. Management's
plans regarding those matters also are described in Note 15. The consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

As discussed in Note 2 to the financial statements, errors resulting in an
overstatement of revenue and expenses for continuing operations related to a
misclassification of discontinued operations were discovered by management in
2005. Accordingly, adjustments have been made as of December 31, 2004, to
correct the errors.


Malone & Bailey, PC
www.malone-bailey.com
Houston, Texas

February 10, 2005


                                        9
<PAGE>
<TABLE>
<CAPTION>
                           ITIS HOLDINGS INC. AND SUBSIDIARIES
                               CONSOLIDATED BALANCE SHEET
                                    December 31, 2004
                                       (Restated)

                                         ASSETS

Current assets:
<S>                                                                        <C>
  Cash and cash equivalents                                                $    103,682
  Note receivable-current portion                                               480,000
  Marketable securities                                                          29,592
                                                                           -------------
    Total current assets                                                        613,274
                                                                           -------------

  Note receivable, net of current portion                                       751,179
  Other long term assets                                                          2,278
  Fixed assets, net of $140,869 accumulated depreciation                         22,139
  Net assets of discontinued operations                                          10,266
                                                                           -------------
    Total assets                                                           $  1,399,136
                                                                           =============

                         LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Notes payable-other                                                      $    293,471
  Disputed note to Cootes Drive LLC                                             500,000
  Accounts payable                                                              291,262
  Advances from related parties                                                 908,765
  Accrued interest-related parties                                            1,510,237
  Accrued liabilities                                                            53,394
                                                                           -------------
    Total current liabilities                                                 3,557,129
                                                                           -------------
  Long term notes payable to Chairman                                         2,150,117
  Long term notes payable to Directors                                        2,022,500
                                                                           -------------
    Total liabilities                                                         7,729,746
                                                                           -------------

  Commitments and contingencies                                                       -

Stockholders' deficit:
  5% Series A Convertible Preferred Stock, par value $.001;
    300 shares authorized; 161.08 shares issued and outstanding                       -
  Common stock, par value $.001, 150,000,000 shares
    authorized; 5,697,450 shares issued and  5,495,743 shares outstanding         5,697
  Additional paid in capital                                                 31,470,179
  Accumulated deficit                                                       (37,497,360)
  Treasury stock, at cost, 201,707 shares                                      (323,127)
  Accumulated other comprehensive income,
    unrealized gain on investments                                               14,001
                                                                           -------------
    Total stockholders' deficit                                              (6,330,610)
                                                                           -------------

    Total liabilities and stockholders' deficit                            $  1,399,136
                                                                           =============
<FN>
                     See accompanying summary of accounting policies
                            and notes to financial statements
</TABLE>


                                       10
<PAGE>
<TABLE>
<CAPTION>
                   ITIS HOLDINGS INC. AND SUBSIDIARIES
      CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                 Years Ended December 31, 2004 and 2003


                                                 2004          2003
                                              (Restated)    (Restated)
                                             ------------  ------------
<S>                                          <C>           <C>
OPERATING EXPENSES:
  General and administrative                 $   818,777   $ 1,702,338
  Amortization and depreciation                   39,755       243,026
  (Gain) loss on sale of assets                 (350,000)          617
                                             ------------  ------------
  Total operating expenses                       508,532     1,945,981
                                             ------------  ------------

LOSS FROM OPERATIONS                            (508,532)   (1,945,981)

INTEREST INCOME                                  153,708       167,739
INTEREST EXPENSE                                (338,378)     (710,459)
DEBT FORGIVENESS INCOME                           36,709             -
                                             ------------  ------------

LOSS FROM CONTINUING OPERATIONS                 (656,493)   (2,488,701)
                                             ------------  ------------

DISCONTINUED OPERATIONS
  Loss on disposal of business segments                -    (2,595,652)
  Loss from operations of discontinued
  business segments                             (420,929)     (788,501)
                                             ------------  ------------

LOSS FROM DISCONTINUED OPERATIONS               (420,929)   (3,384,153)
                                             ------------  ------------

NET LOSS                                      (1,077,422)   (5,872,854)

OTHER COMPREHENSIVE INCOME (LOSS)
  Unrealized gain (loss) on investments
    available for sale                            43,929       (18,118)
                                             ------------  ------------

NET AND COMPREHENSIVE LOSS                   $(1,033,493)  $(5,890,972)
                                             ============  ============

NET LOSS PER SHARE:
BASIC AND DILUTED - CONTINUING OPERATIONS    $     (0.12)  $     (0.47)
                                             ============  ============
BASIC AND DILUTED- DISCONTINUED OPERATIONS   $     (0.07)  $     (0.63)
                                             ============  ============

WEIGHTED AVERAGE SHARES OUTSTANDING            5,697,450     5,347,133
                                             ============  ============
<FN>
            See accompanying summary of accounting policies
                    and notes to financial statements
</TABLE>


                                       11
<PAGE>
<TABLE>
<CAPTION>
                                                ITIS HOLDINGS INC. AND SUBSIDIARIES
                                    CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                         Years Ended December 31, 2004 and 2003 (restated)


                                                                                                            Compre-
                                                                                                            hensive
                                 Number                                                                     Income:
                                   of                                                                     Unrealized
                         Pre-    Common             Additional                               Receivable     Gain on
                        ferred   Shares    Common     Paid-in      Retained      Treasury       From        Invest-
                        Stock    Issued     Stock     Capital       Deficit       Stock      Shareholder     ments       TOTAL
                        ----------------------------------------------------------------------------------------------------------
<S>                     <C>     <C>        <C>      <C>          <C>            <C>         <C>            <C>        <C>
Balances, December
  31, 2002                 161  5,357,450  $ 5,357  $28,956,962  $(30,547,084)  $(320,877)  $    (50,119)  $(11,810)  $(1,967,571)

Issuance of
  common stock in
  exchange for
  accounts payable                300,000      300       59,700             -           -              -          -        60,000
Issuance of common
  stock for services               40,000       40        7,960             -           -              -          -         8,000
Change in note
  receivable issued
  for purchase of
  common stock                          -        -            -             -           -         50,119          -        50,119
Fair value adjustment
  to securities
  available for sale                    -        -            -             -           -              -    (18,118)      (18,118)
Purchase of treasury
  stock                                 -        -            -             -      (2,250)             -          -        (2,250)
Reclassify imputed
  note payable to
  related party to
  paid-in capital                       -        -    2,367,339             -           -              -          -     2,367,339
Net loss                                -        -            -    (5,872,854)          -              -          -    (5,872,854)
                        ----------------------------------------------------------------------------------------------------------
Balances, December
  31, 2003 (Restated)      161  5,697,450    5,697   31,391,961   (36,419,938)   (323,127)             -    (29,928)   (5,375,335)


Fair value adjustment
  to securities
  available for sale                    -        -            -             -           -              -     43,929        43,929
Imputed interest
  on related party
  advances                              -        -       78,218             -           -              -          -        78,218
Net loss                                -        -            -    (1,077,422)          -              -          -    (1,077,422)
                        ----------------------------------------------------------------------------------------------------------
Balances, December
  31, 2004 (Restated)      161  5,697,450  $ 5,697  $31,470,179  $(37,497,360)  $(323,127)  $          -   $ 14,001   $(6,330,610)
                        ==========================================================================================================
<FN>
                                        See accompanying summary of accounting policies
                                               and notes to financial statements
</TABLE>

                                       12
<PAGE>
<TABLE>
<CAPTION>
                       ITIS HOLDINGS INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOW
          Years Ended December 31, 2004 (Restated) and 2003 (Restated)

                                                        2004          2003
                                                    ------------  ------------
<S>                                                 <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                          $  (656,493)  $(5,084,353)
  Net loss from discontinued operations                (420,929)     (788,501)
                                                    ------------  ------------
  Net loss before discontinued operations            (1,077,422)   (5,872,854)
  Adjustments to reconcile net loss to net
    cash used in operating activities:
    Issuance of common stock, options,
      or warrants for goods or services                       -         8,000
    Imputed interest                                     78,218             -
    Amortization and depreciation                        84,259       316,537
    Amortization discount interest income               (73,708)            -
    Bad debt expense                                    184,162             -
    Impairment charge                                    56,995       407,057
    Debt forgiveness income                             (36,709)            -
    (Gain) loss on sales of investments                  20,263      (128,739)
    (Gain) loss on sale of database                    (350,000)    2,595,652
    Loss on retirement of fixed assets                   12,197           617
    Changes in:
      Accounts receivable                                10,436      (141,232)
      Accrued interest on notes receivable                    -          (983)
      Inventory                                          34,823         5,033
      Other assets                                       37,292       (41,738)
      Accounts payable                                  (12,608)     (102,123)
      Accrued liabilities                                (3,279)            -
      Accrued interest - related party                  151,097       809,090
      Deferred revenue                                        -      (154,155)
                                                    ------------  ------------
    Net cash used in continuing operations             (497,645)   (1,511,337)
    Net cash used in discontinued operations           (386,339)     (788,501)
                                                    ------------  ------------
    Net cash used in operating activities              (883,984)   (2,299,838)
                                                    ------------  ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Payments received on notes receivable                 400,833             -
  Proceeds from sale of database                        350,000       546,044
  Proceeds from sales of investments                          -       797,301
  Proceeds from sale of equipment                             -           750
  Purchase of furniture and equipment                         -        (9,238)
                                                    ------------  ------------
    Net cash provided by continuing operations          750,833     1,334,857
    Net cash provided by discontinued operations              -             -
                                                    ------------  ------------
    Net cash provided by investing activities           750,833     1,334,857
                                                    ------------  ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from notes payable                           325,000       426,061
  Advances from related parties                         175,447       733,318
  Payments on notes payable                            (374,590)     (400,559)
  Purchase of treasury stock                                  -        (2,250)
  Payments received on notes receivable                       -        70,665
                                                    ------------  ------------
    Net cash provided by continuing operations          121,527       827,235
    Net cash provided by discontinued operations          4,330             -
                                                    ------------  ------------
    Net cash provided by financing activities           125,857       827,235
                                                    ------------  ------------
NET CHANGE  IN CASH AND CASH
  EQUIVALENTS                                            (7,294)     (137,746)
CASH AND CASH EQUIVALENTS, beginning of period          110,976       248,722
                                                    ------------  ------------
CASH AND CASH EQUIVALENTS, end of period            $   103,682   $   110,976
                                                    ============  ============
SUPPLEMENTAL CASH FLOW INFORMATION:
  Cash paid for interest                            $   186,934   $   114,167
  Non cash investing and financing transactions:
    Fair value of marketable securities delivered
      as interest payment                                25,000        36,000
    Fair value of marketable securities received
      as payment on accounts receivable                       -        73,380
    Issuance of common stock for accounts payable             -        60,000
    Reclassify imputed note payable to additional
      paid in capital                                         -     2,367,339
<FN>
                 See accompanying summary of accounting policies
                        and notes to financial statements
</TABLE>


                                       13
<PAGE>
ITIS HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business. ITIS Inc. was originally incorporated in Idaho in 1967 and, until
1992, operated as an exploratory mining company with extremely limited
operations. In January 1996, ITIS Inc. was reincorporated in Delaware and the
corporate name was changed to Planet Resources, Inc. On March 27, 2001, Planet
Resources was spun-off from ITIS Inc. On September 18, 2002, ITIS Inc., the
Delaware corporation, merged into its wholly owned subsidiary, ITIS Holdings
Inc., a Nevada corporation. ITIS Holdings Inc. became the surviving corporation
after the effective date of the merger. Until mid-2004, ITIS Holdings Inc.
provided automated litigation support services, document and database management
services, and operated pharmacies. Currently, ITIS has no revenue-producing
operations.

Principles of Consolidation. The accompanying consolidated financial statements
include the accounts of ITIS and its wholly owned operating subsidiaries,
National Law Library, PharmHouse, and ITIS, Inc. (Litidex(R)). All significant
inter-company balances and transactions have been eliminated in consolidation.

Reclassification of Accounts. Certain reclassifications have been made to prior
year balances for discontinued operations to conform to current year
presentation.

Restatements. Restatements of 2004 and 2003 were made. See note 2 for details.

Use of Estimates. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
revenues and expenses and the disclosure of contingent assets and liabilities.
Actual results could differ from those estimates.

Cash and Cash Equivalents. ITIS considers all highly liquid investments with
maturities of three months or less at the time of purchase to be cash
equivalents. Cash equivalents are stated at cost, which approximates fair value.

Investments-Investments include marketable equity securities available for sale
at their fair value. For the available for sale securities, any unrealized
holding gains and losses are excluded from operating results and are recognized
as other comprehensive income. The fair values of the securities at year-end are
determined based on prevailing market prices. During the year management may
estimate the fair value of securities not regularly traded.

Details of ITIS's marketable equity securities available for sale as of December
31, 2004 are as follows:

<TABLE>
<CAPTION>
                                    As of
                                 12/31/2004
                                 -----------
<S>                              <C>
Aggregate fair value             $    29,592
Gross unrealized holding gains   $    16,711
Gross unrealized holding losses  $     2,711
</TABLE>

<TABLE>
<CAPTION>
                                       Year Ended
                                 12/31/2004   12/31/2003
                                 -----------  -----------
<S>                              <C>          <C>
Proceeds from sales              $    25,000  $   767,301
Gross realized gains             $         -  $   192,995
Gross realized losses            $    20,263  $    66,041
Other than temporary impairment  $    39,000  $    60,524
</TABLE>


                                       14
<PAGE>
Details of the gross unrealized holding losses are as follows:

<TABLE>
<CAPTION>
                                    Fair       Unrealized
                                    Value      Loss
Investment                   Cost   12/31/04   12/31/04
--------------------------  ------  ---------  ----------
<S>                         <C>     <C>        <C>

50,000 Shares of Eagletech  $3,711  $   1,000  $  (2,711)

  Communications, Inc.
</TABLE>

Eageletech Communications Inc. has been at an unrealized loss position for less
than twelve months. An other than temporary impairment was not recognized for
this holding because in February 2005 the value recovered and the fair value
exceeded the original cost.

     Revenue Recognition. ITIS recognizes revenue when persuasive evidence of an
arrangement exists, services have been rendered, the sales price is fixed or
determinable, and collectibility is reasonably assured. Revenues from
discontinued operations consisted of service fees charged for the automated
litigation support services of Litidex(R) and fees charged for products sold in
the pharmacies of PharmHouse, as follows:

     Product  Revenue-  Revenue  from  the sales of products is recognized after
     ---------------
     shipment of the products and fulfillment of acceptance terms, if any.

     Services Revenue- In December 2003, ITIS began recognizing revenues from
     ----------------
     its litigation support services on the cash basis due to the uncertainty of
     collection.

Concentration of Credit Risk.  In May 2003, National Law Library sold certain
assets and Brief Reporter to JuriSearch Holdings, LLC.  At December 31, 2004,
the balance owed to National Law Library by JuriSearch is $1,231,179.  Because
of steady collection experience, no allowance for doubtful accounts is recorded.
The long-term portion represents the amounts we estimate will not be paid to us
within the next twelve months, discounted by 12%.

Software costs. The capitalized value of software is derived from programming
expenses incurred directly in the application or development of the software and
includes the cost of related patents. During 2003, amortization of software
costs of $225,683 and an impairment charge of $210,283 were recorded (see note
4). This fully retired previously capitalized software costs of $1,586,106.

Depreciation is computed using the straight-line method over a five-year period.
Fixed assets consisted of the following at December 31, 2004:


<TABLE>
<CAPTION>
     Description                     Life        Amount
     ------------------------------  ----------  ----------
<S>                                  <C>         <C>
     Computer equipment              3  years    $ 130,918
     Office furniture and equipment  7  years       32,090
                                                 ----------
                                                   163,008
     Less: accumulated depreciation               (140,869)
                                                 ----------
                                                 $  22,139
                                                 ==========
</TABLE>

Depreciation expense totaled $39,755 and $243,026 in 2004 and 2003,
respectively.

Income Taxes.  ITIS accounts for income taxes in accordance with the liability
method prescribed by SFAS No. 109, "Accounting for Income Taxes." Under this
method, deferred income taxes reflect the impact of temporary differences
between financial accounting and tax bases of assets and liabilities.  Such
differences relate primarily to the capitalization, amortization and write-off
of certain intangibles, the deductibility of certain accruals and reserves and
the effect of tax


                                       15
<PAGE>
loss and tax credit carry-forwards not yet utilized.  Deferred tax assets are
evaluated for realization based on a more-likely-than-not criteria in
determining if a valuation allowance should be provided.

Stock-Based Compensation.  Compensation is recorded for stock-based compensation
grants based on the excess of the estimated fair value of the common stock on
the measurement date over the exercise price.  Additionally, for stock-based
compensation grants to consultants, ITIS recognizes as compensation expense the
fair value of such grants as calculated pursuant to SFAS No. 123, recognized
over the related service period.

Basic Loss Per Share.  Basic loss per share has been computed by dividing net
loss by the weighted average number of shares outstanding.  All options
outstanding at December 31, 2004 and 2003 have not been included because they
are anti-dilutive.  Accordingly, basic and diluted loss per share is the same
for all periods presented.

Recently issued accounting pronouncements.  ITIS does not expect the adoption of
recently issued accounting pronouncements to have a significant impact on ITIS'
results of operations, financial position or cash flow.


NOTE 2 - RESTATEMENTS OF PREVIOUSLY REPORTED FINANCIAL STATEMENTS
There were several misstatements in the originally prepared December 31, 2004
financials.  See the notes below.

<TABLE>
<CAPTION>
                                                  Previously           Increase
                                                    Stated            (Decrease)     Restated
                                                 -------------       ------------  -------------
<S>                                              <C>            <C>  <C>           <C>
As of December 31, 2004:
Balance Sheet:
  Cash and cash equivalents                      $    103,682        $         -   $    103,682
  Note receivable - current portion                   480,000                  -        480,000
  Marketable securities                                29,592                  -         29,592
                                                 -------------       ------------  -------------
      Total current assets                            613,274                  -        613,274
                                                 -------------       ------------  -------------
  Note receivable, net of current portion             751,179                  -        751,179
  Other long term assets                                2,278                  -          2,278
  Fixed assets, net of
    accumulated depreciation                           32,405   (1)      (10,266)        22,139
  Net assets of discontinued operations                     -   (1)       10,266         10,266
                                                 -------------       ------------  -------------
      Total assets                               $  1,399,136        $         -   $  1,399,136
                                                 =============       ============  =============

  Notes payable - other                          $    293,471        $         -   $    293,471
  Disputed note to Cootes Drive LLC                   500,000                  -        500,000
  Accounts payable                                    291,262                  -        291,262
  Advances from related parties                       908,765                  -        908,765
  Accrued interest - related parties                1,510,237                  -      1,510,237
  Accrued liabilities                                  53,394                  -         53,394
  5% Series A Mandatorily Redeemable
    Convertible Preferred Stock, par value
    $.001; 300 shares authorized; 161.08
    shares issued and outstanding                   2,027,526   (2)   (2,027,526)             -
                                                 -------------       ------------  -------------
      Total current liabilities                     5,584,655         (2,027,526)     3,557,129
                                                 -------------       ------------  -------------
  Long term notes payable to Chairman               2,150,117                  -      2,150,117
  Long term notes payable to Directors              2,022,500                  -      2,022,500
                                                 -------------       ------------  -------------
      Total liabilities                             9,757,272         (2,027,526)     7,729,746
                                                 -------------       ------------  -------------


                                       16
<PAGE>
  Commitments and contingencies                             -                  -              -

  5% Series A Convertible Preferred Stock,
    par value $.001; 300 shares authorized;
    161.08 shares issued and outstanding                    -                  -              -
  Common stock                                          5,697                  -          5,697
  Additional paid in capital                       29,442,653   (2)    2,027,526     31,470,179
  Accumulated deficit                             (37,397,836)  (3)      (99,524)   (37,497,360)
  Treasury stock                                     (323,127)                 -       (323,127)


  Accumulated other comprehensive income,
    Unrealized gain (loss) on investments             (85,523)  (3)       99,524         14,001
                                                 -------------       ------------  -------------
      Total liabilities and equity               $  1,399,136        $         -   $  1,399,136
                                                 =============       ============  =============


For the year ended December 31, 2004:
Statement of Operations and Comprehensive Loss:
  Revenue                                        $    183,470   (4)  $  (183,470)  $          -
                                                 -------------       ------------  -------------
  General and administrative                        1,224,986   (4)     (406,209)       818,777
  Amortization and depreciation expense                84,259   (4)      (44,504)        39,755
  Gain on sale of assets                                    -   (5)     (350,000)      (350,000)
                                                 -------------       ------------  -------------
  Total operating expenses                          1,309,245           (800,713)       508,532
                                                 -------------       ------------  -------------

  Loss from operations                             (1,125,775)           617,243       (508,532)

  Interest income                                     155,151   (4)       (1,443)       153,708
  Interest expense                                   (422,046)  (4)       83,668       (338,378)
  Debt forgiveness income                              36,709                  -         36,709
  Gain on sale of investments and equipment           329,737   (5)     (350,000)
                                                                (4)       20,263              -
  Loss on retirement of assets                        (12,197)  (4)       12,197              -
                                                 -------------       ------------  -------------
  Loss from continuing operations                  (1,038,421)           381,928       (656,493)
                                                 -------------       ------------  -------------

  Loss from operations of discontinued
    business segments                                       -   (4)     (420,929)      (420,929)
                                                 -------------       ------------  -------------
  Loss from discontinued operations                         -           (420,929)      (420,929)
                                                 -------------       ------------  -------------
  Net Loss                                         (1,038,421)           (39,001)    (1,077,422)

  Other Comprehensive Income
    Unrealized gain on investments
    available for sale                                  4,928   (4)       39,001         43,929
                                                 -------------       ------------  -------------
  Net and Comprehensive Loss                     $ (1,033,493)       $         -   $ (1,033,493)
                                                 =============       ============  =============


                                       17
<PAGE>
  Basic and diluted - continuing operations      $       (.18)       $       .06   $       (.12)
                                                 =============       ============  =============
  Basic and diluted - discontinued operations    $          -        $      (.07)  $       (.07)
                                                 =============       ============  =============
  Weighted average common shares
    outstanding                                     5,697,450                  -      5,697,450
</TABLE>

Restatement notes:
     (1)  To reclass fixed assets from discontinued operations to net assets of
          discontinued operations.
     (2)  To reclass prior year error: 5% Series A Convertible Preferred Stock
          to equity from liability section because the stock is not mandatorily
          redeemable.
     (3)  To adjust retained earnings for impairment of marketable securities
          available for sale from prior year.
     (4)  To separate revenue and expenses related to discontinued operations
          from continuing operations.

There were several misstatements in the originally prepared December 31, 2003
financials.  See the notes below.

<TABLE>
<CAPTION>
For the year ended December 31, 2003:
Statement of Operations and Comprehensive Loss:
<S>                                              <C>           <C>  <C>         <C>
  Revenue                                        $   824,077   (1)  $(824,077)  $         -
  Cost of goods sold                                 226,781   (1)   (226,781)            -
                                                 ------------       ----------  ------------
  Gross Profit                                       597,296         (597,296)            -

  General and administrative                       2,496,602   (1)   (794,264)    1,702,338
  Amortization and depreciation expense              316,537   (1)    (73,511)      243,026
  Impairment expense                                 346,533   (1)   (346,533)            -
  Loss on sale of assets                                   -   (1)        617           617
                                                 ------------       ----------  ------------
  Total operating expenses                         2,562,376         (616,395)    1,945,981
                                                 ------------       ----------  ------------

  Loss from operations                            (2,562,376)         616,395    (1,945,981)

  Interest income                                    172,375   (1)     (4,636)      167,739
  Interest expense                                  (954,799)  (1)    244,340      (710,459)
  Gain on sale of assets                             128,122   (1)   (128,122)            -
                                                 ------------       ----------  ------------
  Loss from continuing operations                 (3,216,678)         727,977    (2,488,701)
                                                 ------------       ----------  ------------

  Loss on disposal of business segments           (2,595,652)               -    (2,595,652)
  Loss from operations of discontinued
    business segments                                      -   (1)   (788,501)     (788,501)
                                                 ------------       ----------  ------------
  Loss from discontinued operations               (2,595,652)        (788,501)   (3,384,153)
                                                 ------------       ----------  ------------
  Net Loss                                        (5,812,330)         (60,524)   (5,872,854)

  Other Comprehensive Income
    Unrealized gain (loss) on investments
    available for sale                               (78,642)  (1)     60,524       (18,118)
                                                 ------------       ----------  ------------
  Net and Comprehensive Loss                     $(5,890,972)       $       -   $(5,890,972)
                                                 ============       ==========  ============

  Basic and diluted - continuing operations      $     (1.10)       $     .63   $      (.47)


                                       18
<PAGE>
                                                 ============       ==========  ============
  Basic and diluted - discontinued operations    $      (.49)       $    (.14)  $      (.63)
                                                 ============       ==========  ============

  Weighted average common shares
    outstanding                                    5,347,133                -     5,347,133
</TABLE>

Restatement notes:
     (1)  To separate revenue and expenses related to discontinued operations
          from continuing operations.


In addition, Management determined that a marketable security available for sale
at December 31, 2003 should have been impaired for $60,524 in 2003. The
Company's Consolidated Statement of Operations and Comprehensive Loss for the
year ended December 31, 2003 is being restated to correct this reporting error.

NOTE 3- DISCONTINUED OPERATIONS

During the year ended December 31, 2003, ITIS recorded losses related to the
discontinued operations of subsidiaries PharmHouse, National Law Library and
Litidex(R) in the amount of $656,241, $79,865, and $52,395, respectively.

During the year ended December 31, 2004, losses from the discontinued operations
of PharmHouse and Litidex(R) were recorded in the amount of $166,931 and
$253,998, respectively.

NOTE 4 - IMPAIRMENT OF ASSETS

Assets classified as held and used require the recognition of an impairment loss
whenever events or circumstances have indicated than an asset may be impaired,
and the future cash flows (undiscounted and without interest charges) from that
asset are less than the asset's carrying amount. Due to the inability of ITIS
and its subsidiaries to achieve profitability and positive cash flow, impairment
charges of $17,995 and $346,533 were recorded to software costs and other
intangible assets during 2004 and 2003. In addition, marketable securities
available for sale were judged by management to be other than temporarily
impaired by $39,000 and $60,524 at December 31, 2004 and 2003, respectively.

NOTE 5 - ACQUISITIONS & DISPOSITIONS

National Law Library Assets and Brief Reporter

On July 29, 2002 ITIS sold a copy of its federal and state constitutions,
statutes, regulations, case law, rules and legal briefs to American Legal Data,
LLC for $2 million, of which $91,000 was paid at or prior to closing. The
remainder ($1,909,000) was payable in minimum monthly installments of $16,000
for 120 months beginning August 16, 2002. No gain on sale was recorded during
2002 and 2003 except for the amounts collected. On December 23, 2004, ITIS
accepted $350,000 as a lump sum payment in full of this note.

In May 2003, ITIS subsidiaries National Law Library, Brief Reporter and
Litidex(R) sold their data and Internet domains, as well as the trademark for
"ITISLAW," the pending application rights for National Law Library, and the
operations of Brief Reporter in Charlottesville, Virginia, to JuriSearch
Holdings, LLC. At that time, $2,423,750, representing the undiscounted
guaranteed minimum payment, was recorded as the sales price, resulting in a loss
on disposal of business segments in the amount of $2,276,250. In addition,
management recorded a note receivable from JuriSearch in the amount of
$2,023,567, representing the sales price of $2,423,750 less payment received in
the amount of $400,183. Payments are due monthly over a twenty-five year period
based on a percentage of subscriber income, with guaranteed monthly minimums
totaling in aggregate $2,423,750 over the first five years. Management has
classified a portion of the receivable as long term based upon expected receipts
within the next twelve months and has discounted the value of those receivables
by $319,402 using a 12% interest rate. As a result, in 2003, a net loss of
$2,595,652 was recorded for the disposal of the business segments. At December
31, 2004, the outstanding balance of guaranteed payments was $1,427,734,
recorded net of discounts as $480,000 current portion and $751,179 long-term
portion.

PharmHouse Net Revenue Interest
On July 1, 2002, ITIS and its wholly owned subsidiary PharmHouse sold a 50% net
revenue interest in the first 14 pharmacy locations it established to Rainmaker
Ventures, Ltd., owned by an officer and directors of ITIS, for up to


                                       19
<PAGE>
$2,500,000.  The pharmacy operation was shut down in early 2004 after
disappointing results.  $2,173,500 in 2002 and 2003 advances under this
agreement and $193,839 in imputed interest were reclassified to paid in capital
as of December 31, 2003.

NOTE 6 - SHORT-TERM RELATED PARTY NOTES PAYABLE

<TABLE>
<CAPTION>
<S>                                                                          <C>
     Note payable to a director, with interest at prime + 2%, due on demand  $     50,000
     Advances payable to directors, no interest and due on demand                 908,765
                                                                             ------------
     Net due                                                                 $    958,765
                                                                             ------------
</TABLE>

Although the advances are non-interest bearing, interest on the total amount due
is imputed at a 10% interest rate and recorded as paid-in-capital. Management
estimated that it would be required to pay interest at the rate of 10% on
borrowing from commercial sources based on budgetary discussions with potential
lending sources.

NOTE 7 - LONG-TERM RELATED PARTY NOTES PAYABLE

<TABLE>
<CAPTION>
<S>                                                           <C>
    Note payable to the CEO, with interest at prime + 2%,
    due July 15, 2006                                         $   2,150,117

    Note payable to a director, with interest at prime + 2%,
    due July 15, 2006                                             1,840,000

    Note payable to a director, with interest at prime + 2%,
    due July 15, 2006                                               182,500
                                                              -------------

    Net due                                                      $4,172,617
                                                              -------------
</TABLE>

Each of these notes carries a written commitment to ITIS to provide forbearance
and extend the due date on such note to at least July 15, 2006, if to demand
payment would impair ITIS's ability to meet its other existing liabilities and
commitments. Management believes that to demand payment would impair ITIS's
ability to meet other obligations and therefore, each of the notes has been
classified as long-term.

NOTE 8 - NOTES PAYABLE

<TABLE>
<CAPTION>
<S>                                                            <C>
     Note payable to Houston RPM, LC, with interest at 18%,
     due February 2005 and secured by the note receivable
     from the database sale                                    $     18,470

     Notes payable to Frost National Bank, due in August and
     September 2005, with interest at prime + .5%, guaranteed
     by an officer of ITIS                                          225,000
                                                               ------------

     Net due                                                   $    243,470
                                                               ------------
</TABLE>

NOTE 9 - DISPUTED NOTE TO COOTES DRIVE LLC

On November 20, 2000, ITIS entered into an equity line financing arrangement
with Cootes Drive LLC. $500,000 was provided and is currently carried as a
short-term note payable. ITIS disputes the validity of this note, on the grounds
that this convertible note is a part of Cootes Drive's efforts to defraud ITIS
and to manipulate the price of ITIS's stock. This convertible note and the
associated funding transactions are all the subject of ITIS's suit against
Cootes Drive and others (see note 11). On December 5, 2000, ITIS granted
registration rights to Cootes Drive for up to 17,541,650 shares of common stock
it could have acquired under the equity line financing, the convertible
promissory note financings and the warrants granted in connection with all of
these financings. No stock has been issued under this agreement, pending the
outcome of the dispute.


                                       20
<PAGE>
NOTE 10 - INCOME TAXES

ITIS has had losses since inception and, therefore, has not been subject to
federal income taxes.  As of December 31, 2004, ITIS had accumulated net
operating loss ("NOL") carryforwards for income tax purposes of approximately
$33 million, resulting in deferred tax asset amounts of  $11.2 million.  These
carry-forwards begin to expire in 2018 through 2024.  The Tax Reform Act of 1986
provided for an annual limitation on the use of NOL and tax credit carryforwards
following certain ownership changes that limit ITIS's ability to utilize these
carryforwards.  Additionally, because U.S. tax laws limit the time during which
NOL and tax credit carryforwards may be applied against future taxable income
and tax liabilities, ITIS may not be able to take full advantage of its NOL and
tax credits for federal income tax purposes.  Since ITIS has had recurring
operating losses since inception and there is no assurance of future taxable
income, a valuation allowance has been established to fully offset the deferred
tax assets.

NOTE 11 - COMMITMENTS AND CONTINGENCIES

Leases

ITIS leases its office space, with monthly payments of $2,238, under a lease
that expires in August 2006. Rent expense under various operating leases was
$85,629 and $171,054 for 2004 and 2003, respectively.

<TABLE>
<CAPTION>
           Future minimum lease payments under operating leases are:

<S>                                  <C>
                2005                     29,698
                2006                     15,666
                                     ----------
                Total                    45,364
                                     ==========
</TABLE>

Litigation

ITIS is a party to various lawsuits related to matters normally incidental to
its prior operations. No single case, or group of related cases presenting
substantially similar issues of law or fact, exceeds 10% of current assets.

NOTE 12 - COMMON STOCK

On June 10, 2003, ITIS issued 300,000 shares of common stock valued at $60,000
to settle a dispute with its previous landlord.

On June 10, 2003, ITIS issued 40,000 shares of common stock valued at $8,000 to
a director for services rendered.

NOTE 13 - SERIES A CONVERTIBLE PREFERRED STOCK

On May 11, 2000, ITIS entered into an intermediate financing agreement with a
private capital fund and privately placed 300 shares of 5% series A Convertible
Preferred Stock for $3 million. The holders of the shares have the right to
convert their shares to common stock at any time based on a price equal to the
lesser of (i) $3.2375 or (ii) 80% of the average of the three lowest closing bid
prices during a 20-day trading period prior to the date of conversion. On
December 31, 2004 and 2003, 161.08 shares of the preferred stock remain
outstanding. Due to litigation in regard to the foregoing financing agreement,
ITIS does not expect any additional funding related to this financing agreement
nor does management intend to honor any conversion requests submitted by the
lender.

NOTE 14 - STOCK OPTIONS AND WARRANTS

Under ITIS's 1999 Stock Option Plan, the board's compensation committee may
grant up to 300,000 stock options to purchase common stock of ITIS (either
incentive or non-qualified stock options) and stock appreciation rights to
officers and employees.

Under ITIS's 1999 Director Option Plan, automatic grants of up to 20,000 stock
options to non-employee directors are due. As of December 31, 2004, 11,800
options were due to non-employee directors under the Director Option Plan,
recorded at nominal amounts.


                                       21
<PAGE>
Under ITIS's 2001 Executive Stock Option Plan, the board's stock option
committee may grant stock options to employees to purchase up to 700,000 shares
of common stock of ITIS. In 2001, the stock option committee of the board of
directors approved the issue of 155,000 stock options under the Executive Stock
Option Plan.

There were no stock options or warrants granted during the years ended December
31, 2004 and 2003.

<TABLE>
<CAPTION>
                            Year Ended            Year Ended
                       --------------------  ---------------------
                         December 31, 2004     December 31, 2003
                       --------------------  ---------------------
                       Weighted              Weighted
                        Average               Average
                       Exercise   Number of  Exercise   Number of
                         Price     Shares      Price      Shares
                       ---------  ---------  ---------  ----------
<S>                    <C>        <C>        <C>        <C>
Options Outstanding,
  Beginning of Period  $    2.94  5,201,931  $    3.01  5,217,688
Options Granted        $       -          -  $       -          -
Warrants Granted       $       -          -  $       -          -
Options Cancelled      $       -          -  $   26.02    (15,757)
Options Exercised              -          -          -          -
                                  ---------             ----------
Options Outstanding,
  End of Period        $    2.94  5,201,931  $    2.94  5,201,931
                                  =========             ==========
Options Exercisable,
  End of Period        $    2.94  5,201,931  $    2.94  5,201,931
                                  =========             ==========
</TABLE>

Other information regarding stock options outstanding at December 31, 2004 is as
follows:

<TABLE>
<CAPTION>
                     Options Outstanding        Options Exercisable
                    ---------------------  -------------------------------
                                           Weighted              Weighted
                    Remaining               Average               Average
Range of Exercise      Life     Number of  Exercise   Number of  Exercise
Price                (Years)     Shares      Price     Shares      Price
------------------  ----------  ---------  ---------  ---------  ---------
<S>                 <C>         <C>        <C>        <C>        <C>
..77-1.50               .3-1.5  4,866,431  $    0.96  4,866,431  $    0.96
30.00-35.60            .3-4.3    325,000  $   31.11    325,000  $   31.11
45.00-51.90            .6-2.7     10,500  $   47.96     10,500  $   47.96
                                ---------             ---------
                                5,201,931             5,201,931
                                ---------             ---------
</TABLE>

NOTE 15 - GOING CONCERN

ITIS does not at this time have an established source of revenues, working
capital or cash flow to cover operating costs to allow ITIS to remain in
business. While management is seeking new business opportunities for ITIS, the
litigation support services of Litidex(R) have been suspended indefinitely, and
on June 1, 2004, subsidiary PharmHouse closed its only operating pharmacy.
Management plans to continue to utilize additional loans from related parties
and investors as long as funds from these sources remain available. In addition,
management hopes to convert existing long-term assets to cash in the near term.

ITIS will be required to obtain additional financing or equity capital to remain
in business, and that capital, if available, may have provisions that could
further suppress current and future stock prices and cause significant dilution
to current shareholders.

As reflected in the accompanying financial statements, ITIS has incurred
$37,497,360 in losses since inception and has used significant amounts of cash
in operating ITIS.   ITIS' current working capital is not sufficient to cover
cash


                                       22
<PAGE>
requirements for the 2005 fiscal year or to bring the ITIS to a positive cash
flow position. ITIS may not ever become profitable and could fail as a going
concern.


                                       23
<PAGE>
ITEM 8A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of the Company's management,
including the Company's President and Chief Executive Officer and the Company's
Controller and Principal Financial Officer, the Company has evaluated the
effectiveness of the design and operation of its disclosure controls and
procedures pursuant to Exchange Act Rule 13a-15(e) as of the end of the year
covered by this report.  Based on that evaluation, the President and Chief
Executive Officer and the Controller and Principal Financial Officer have
concluded that these disclosure controls and procedures are effective with the
exception of a weakness in awareness of proper GAAP reporting of discontinued
operations which resulted in restatement of the Company's financial statements
as of December 31, 2004. The Company intends to work more closely with our
outside auditors to assure that errors of this type do not recur in the future.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company's internal controls or in other factors
during or since the end of the fiscal year covered by this report that have had
a material affect or are reasonably likely to have a material affect on internal
controls subsequent to the end of the year covered by this report.

PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

There are currently four directors on our board of directors.  Our board of
directors is divided into three classes with staggered three-year terms.

The following table sets forth certain information concerning our directors and
executive officers who were either serving or had been chosen to serve in this
capacity as of July 7, 2005:

<TABLE>
<CAPTION>
     NAME                   AGE  POSITION WITH ITIS
     ----                   ---  ------------------
<S>                         <C>  <C>
     Hunter M.A. Carr . . .  57  Chairman of the Board of Directors, President and Chief
                                 Executive Officer

     W. Allyn Hoaglund. . .  57  Director, Chairman of Audit Committee, Chairman of
                                 Litigation Committee

     George A. Roberts. . .  86  Director and member of Compensation Committee

     W. Paul Thayer . . . .  85  Director and Chairman of Compensation Committee

     Kara A. Kirker . . . .  42  Secretary/Treasurer, and Chief Financial Officer and Treasurer
                                 of National Law Library

     Joanna Hoover. . . . .  55  Executive Vice President, Chief Financial Officer
</TABLE>

HUNTER M.A. CARR is 57 years old and has been a director since March 30,
1999.Mr. Carr has been our chairman of the board of directors, president and
chief executive officer since March 30, 1999. He is the founder of National Law
Library, Inc. and has served as chairman of the board and president of National
Law Library since its founding in November 1998. From April 1994 until July
1999, Mr. Carr served as chairman of the board and chief executive officer of
ITIS, Inc. (Litidex(R)), a Texas corporation in which he was the sole
stockholder at that time. In July 1999, Mr. Carr resigned as chief


                                       24
<PAGE>
executive officer of Litidex(R), and in April 2000 the Texas corporation became
a wholly owned subsidiary of ITIS. Mr. Carr was re-elected as CEO of Litidex(R)
in May 2002 and resigned in January 2004.

W. ALLYN HOAGLUND is 57 years old and has been a director since July 27, 2000.
An experienced trial attorney in Houston, Texas, Mr. Hoaglund concentrates his
law practice on civil matters, including personal injury, malpractice, products
liability, condemnation law, and major commercial litigation. He has been in
solo practice since 1987, having previously been associated with both Vinson &
Elkins and Helm, Pletcher & Hogan. Mr. Hoaglund holds a B.A. from Louisiana
State University and a J.D. from the University of Houston Law Center and is
admitted to practice before the United States Supreme Court. He is board
certified in Civil Trial Law by the Texas Board of Legal Specialization. He is a
member of Phi Alpha Delta and the Order of the Barons, and a Fellow of the
Houston Bar Foundation.

GEORGE A. ROBERTS is 86 years old and has been a director since January 1, 2000.
Dr. Roberts served Teledyne, Inc. in various positions from 1966 until his
retirement in 1993. He began his service as president, became chief executive
officer and president in 1986, was elected vice chairman of the board and chief
executive officer in 1991, and became chairman of the board in 1991.  Prior to
that time, from 1941 until 1966, Dr. Roberts was employed by the Vasco Metals
Corporation, first as research metallurgist, as chief metallurgist in 1945, as
vice president-technology in 1953, and was elected president in 1961.

Dr. Roberts is a member of the National Academy of Engineering, and a fellow of
The American Society for Metals, The Metallurgical Society and The Society of
Manufacturing Engineers.  He is also a life trustee of the Carnegie-Mellon
University.  In 1980, he was awarded the Carnegie-Mellon University
Distinguished Achievement Award.  In 1984, Dr. Roberts received an award from
the National Conference of Christians and Jews for distinguished service in the
field of human relations, and he also received the 1984 Americanism Award from
the Boy Scouts of America. Dr. Roberts is a director of Argonaut Group Inc.

W. PAUL THAYER is 85 years old and has been a director since December 22, 1999.
Mr.Thayer's background provides a wealth of experience from which he can draw as
a director. From 1983 to 1984, he served in the Reagan Administration as Deputy
Secretary of Defense and received many awards for his service. Prior to this
time, from 1970 to 1983, Mr. Thayer served as chairman of Ling-Temco-Vought in
Dallas, Texas. Mr. Thayer graduated number one in his Navy Aviation Cadet Class.
He later served as a test pilot, combat ace, commercial airline pilot, and he
flew around the world in 1993. Mr. Thayer was a U.S. Navy combat ace in World
War II and an experimental test pilot. He was the first pilot to break the sound
barrier in a production Navy fighter. In 1994, he was inducted into the Navy
Experimental Test Pilots Hall of Fame, and he is a past recipient of the J. H.
Doolittle Award and the Kitty Hawk Award. Among his many other honors are the
Distinguished Flying Cross, two presidential citations, and the distinguished
Horatio Alger Award. Mr. Thayer's notable community service includes the Robert
M. Thompson Navy League Award for outstanding civilian leadership, the
University of Kansas Distinguished Service Citation for outstanding achievements
and service to mankind, and the Air Force Medal and Decoration for Exceptional
Civilian Service. In addition, Mr. Thayer is a past chairman of the Chamber of
Commerce of the United States and of the National Corporate Advisory Board of
the Vietnam Veterans Memorial Fund.

KARA A. KIRKER has served as our Treasurer and as National Law Library's Chief
Financial Officer and Treasurer since October 1, 1999.  She was elected
Secretary of IT IS on June 15, 2004. Prior to joining us, Ms. Kirker provided
services to National Law Library on a contract basis as an officer of ITIS. From
January 1994 until National Law Library's inception in November 1998, Ms. Kirker
served as the controller and treasurer of ITIS, in which positions she continues
to serve.  From 1981 to 1994, Ms. Kirker served as assistant treasurer of Stone
& Webster Oil Company, Inc. in the revenue accounting area.

JOANNA HOOVER joined us on May 1, 2000, after having served as outside Certified
Public Accountant for ITIS and its related entities since 1994. Ms. Hoover has
been in the practice of public accounting since 1973 and was a
shareholder/partner in the Houston accounting firm of Nommensen, Hoover &
Williams, P.C. from 1985 until 2000. On June 6, 2000, Ms. Hoover became our
Chief Financial Officer, and on June 15, 2004 she was elected Executive Vice
President of ITIS. From October 2003 through November 2004, Ms. Hoover also
served as acting Chief Financial Officer for NutraCea, a publicly-held health
science company focused on the development and distribution of products based on
the use of stabilized rice bran and proprietary rice bran formulations.

Family Relationships


                                       25
<PAGE>
Kara A. Kirker is a niece by marriage of Hunter M.A. Carr.

Audit Committee and Audit Committee Financial Expert

The audit committee of ITIS consists of W. Allyn Hoaglund, who is an independent
director pursuant to Rule 4200(a)(15) of the NASD's listing standards. ITIS does
not have a financial expert serving on its audit committee, as the Company has
been unable to attract a qualified financial expert to serve on its audit
committee at the present time.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires that
ITIS's executive officers and directors, and beneficial owners of more than 10%
of any class of equity security registered pursuant to the Exchange Act, make
certain filings with the SEC. ITIS believes, based solely on a review of the
copies of such reports furnished to ITIS during the fiscal year ended December
31, 2004, that all Section 16(a) filing requirements applicable to its
directors, officers and 10% beneficial owners were satisfied by each such
person.

Code  of  Ethics

All members of the management team of ITIS, including our Chief Executive
Officer, Chief Financial Officer, Controller and others, adopted an Executive
Code of Ethics on January 1, 2003. Our Board of Directors approved the code on
March 6, 2003. Our Executive Code of Ethics may be viewed by going to our
Website, www.itisinc.com. Upon request, a copy of the code of ethics will be
         ---------------
provided without charge upon written request to ITIS Holdings Inc., P. O. Box
421566, Houston, Texas 77242.

ITEM 10. EXECUTIVE COMPENSATION

The following table summarizes the compensation paid by ITIS directly to certain
executive officers during the fiscal years ended December 31, 2004, 2003 and
2002.  Apart from these officers, ITIS did not pay any other executive officers
an annual salary and bonus exceeding $100,000 during these periods.

<TABLE>
<CAPTION>
                                          SUMMARY COMPENSATION TABLE
                        FOR THE FISCAL YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002

                                      ANNUAL COMPENSATION                LONG TERM COMPENSATION
                           -------------------------------------  ---------------------------------
                                                                           AWARDS          PAYOUTS
                                                                  -----------------------  --------
                                                       OTHER      RESTRICTED   SECURITIES                 ALL
NAME AND PRINCIPAL                                    ANNUAL         STOCK     UNDERLYING    LTIP        OTHER
POSITION                   YEAR   SALARY   BONUS   COMPENSATION     AWARDS      OPTIONS    PAYOUTS   COMPENSATION
-------------------------  ----  --------  ------  -------------  -----------  ----------  --------  -------------
<S>                        <C>   <C>       <C>     <C>            <C>          <C>         <C>       <C>
Hunter M.A. Carr,          2004  $      -  $    -  $           -  $         -           -  $      -  $           -
  Chairman of the Board,   2003  $142,500  $    -  $           -  $         -           -  $      -  $           -
  President and Chief      2002  $182,250  $    -  $           -  $    60,000           -  $      -  $           -
  Executive Officer

Joanna Hoover,             2004  $ 70,000  $    -  $           -  $         -           -  $      -  $           -
  Vice President and       2003  $116,250  $    -  $           -  $         -           -  $      -  $           -
  Chief Financial Officer  2002  $121,000  $    -  $           -  $    30,000           -  $      -  $           -

Kara A. Kirker             2004  $ 84,000  $    -  $           -  $         -           -  $      -  $           -
  Secretary/Treasurer and  2003  $ 84,000  $    -  $           -  $         -           -  $      -  $           -
  Chief Financial Officer  2002  $ 85,000  $    -  $           -  $    20,000           -  $      -  $           -
  and Treasurer of
  National Law Library
</TABLE>

During the year ended December 31, 2004 ITIS did not grant any stock options or
stock appreciation rights.


                                       26
<PAGE>
There were no exercises of stock options by employees of ITIS during the year
ended December 31, 2004.  The number and value of securities underlying
unexercised options held on December 31, 2004 is as indicated below.

<TABLE>
<CAPTION>
                                                  NUMBER OF SECURITIES        VALUE OF UNEXERCISED
                                                 UNDERLYING UNEXERCISED       IN-THE-MONEY OPTIONS
                     SHARES                     OPTIONS AT END OF PERIOD      AT END OF PERIOD (2)
                    ACQUIRED     VALUE        -----------  --------------  -----------  -------------
NAME              ON EXERCISE  REALIZED (1)   EXERCISABLE  UNEXERCISEABLE  EXERCISABLE  UNEXERCISABLE
----------------  -----------  -------------  -----------  --------------  -----------  -------------
<S>               <C>          <C>            <C>          <C>             <C>           <C>
Hunter M.A. Carr            -  $           -    2,589,977               -  $         -  $           -
</TABLE>

Based on the difference between the option exercise prices and the closing sale
price of $.03 of our common stock as reported on the over-the-counter bulletin
board on December 31, 2004  multiplied by the number of shares underlying the
options.

COMPENSATION OF DIRECTORS

On March 26, 1999, we adopted the 1999 Director Option Plan pursuant to which
our outside directors are granted options for the purchase of our common stock.
Under the Director Option Plan, each outside director is automatically granted
options to purchase 15,000 shares of common stock on the date he or she becomes
a director.  Thereafter, each outside director who serves for six months or
longer is awarded options to purchase an additional 1,000 shares of common stock
at our annual meeting of stockholders.  These options have a term of ten years,
and carry an exercise price of 100% of the fair market value of our common stock
on the date of grant.

In December 1999, the board of directors approved outside director compensation
in the form of awards of our common stock. These awards were to be for 25,000
shares of our common stock payable to each outside director at the beginning of
each year of service.  In August 2002, the board of directors approved a change
to outside director compensation as follows:

     -    Director fees were changed from 25,000 shares per year to $25,000 in
          shares per year

     -    Committee fees were established to compensate the chairman with an
          additional $15,000 in shares per year, a member with an additional
          $12,000 in shares per year

In September 2002 we issued a total of 261,324 shares of our common stock,
valued at $192,730, to outside directors.  No shares of common stock were issued
to directors in 2003 or 2004.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.

The following table sets forth information as of July 7, 2005 regarding the
beneficial ownership of our common stock (I) by each person or group known by
our management to own more than 5% of the outstanding shares of common stock,
(ii) by each director, and (iii) by all directors and executive officers as a
group. Unless otherwise noted, each person has sole voting and investment power
over the shares indicated below, subject to applicable community property laws.

The mailing address for each person identified below is c/o ITIS Holdings Inc.,
P. O. Box 421566, Houston, Texas, 77242.

<TABLE>
<CAPTION>
                                            BENEFICIALLY       OUTSTANDING
     NAME                                      OWNED            SHARES (1)
<S>                                         <C>           <C>  <C>
     Hunter M.A. Carr                          4,217,245  (2)         52.2%
     Paul Thayer                                 406,602  (3)          7.1%
     George A. Roberts                         2,256,676  (4)         29.7%
     W. Allyn Hoaglund                           130,000               1.8%
     Joanna Hoover                                82,500               1.1%
     Kara A. Kirker                              272,327  (5)          3.7%
                                            ------------       ------------
     All officers and directors as a group     7,365,350              70.8%
                                            ============       ============
</TABLE>


                                       27
<PAGE>
(1)  Percentage of beneficial ownership is based on 5,495,743 shares of common
     stock outstanding as of March 25, 2005. In computing an individual's
     beneficial ownership, the number of shares of common stock subject to
     options held by that individual that are exercisable as of or within 60
     days of March 25, 2005, are deemed outstanding. Such shares, however, are
     not deemed outstanding for the purpose of computing the beneficial
     ownership of any other person.

(2)  Includes options and warrants to purchase 2,589,977 common shares that are
     currently exercisable.

(3)  Includes warrants to purchase 204,102 common shares that are currently
     exercisable.

(4)  Includes warrants to purchase 2,107,352 common shares that are currently
     exercisable.

(5)  Includes 187,327 shares held by Mrs. Kirker's spouse, as to which Mrs.
     Kirker disclaims beneficial ownership

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

ITIS has a short-term note payable for $50,000 with interest at prime + 2%, due
on demand, to a director. ITIS has due on demand advances payable to directors
for $908,765. Although the advances are non-interest bearing, interest on the
total amount due is imputed at a 10% interest rate and recorded as
paid-in-capital.

<TABLE>
<CAPTION>
ITIS has long term notes payable to related parties as follows:
<S>                                                              <C>

     Note payable to the CEO, with interest at prime + 2%,
     due July 15, 2006                                           $   2,150,117

     Note payable to a director, with interest at prime + 2%,
     due July 15, 2006                                               1,840,000

     Note payable to a director, with interest at prime + 2%,
     due July 15, 2006                                                 182,500
                                                                 -------------

     Net due                                                     $   4,172,617
                                                                 -------------
</TABLE>

Each of these notes carries a written commitment to ITIS to provide forbearance
and extend the due date on such note to at least July 15, 2006, if to demand
payment would impair ITIS's ability to meet its other existing liabilities and
commitments. Management believes that to demand payment would impair ITIS's
ability to meet other obligations and therefore, each of the notes has been
classified as long-term.

On July 1, 2002, ITIS and its wholly owned subsidiary PharmHouse sold a 50% net
revenue interest in the first 14 pharmacy locations it established to Rainmaker
Ventures, Ltd., owned by an officer and directors of ITIS, for up to $2,500,000.
The pharmacy operation was shut down in early 2004 after disappointing results.
$2,173,500 in 2002 and 2003 advances under this agreement and $193,839 in
imputed interest were reclassified to paid in capital as of December 31, 2003.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

The following documents are filed as exhibits to the Form 10-KSB of ITIS
Holdings Inc. and incorporated by reference.

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

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


                                       28
<PAGE>
EXHIBIT  DESCRIPTION
-------  -----------
NUMBER
------

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

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

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

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

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

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

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

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

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

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

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

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


                                       29
<PAGE>
EXHIBIT  DESCRIPTION
-------  -----------
NUMBER
------

2.14     Amended and Restated Agreement and Plan of Distribution dated as of March 13, 2001, between
         Planet Resources, National Law Library and the stockholders of National Law Library
         (incorporated by reference to Exhibit 2.14 to ITIS's form 10-K filed on April 17, 2001).

2.15     Plan and Agreement of Merger of ITIS Inc. with and into ITIS Holdings Inc. dated August 26,
         2002 (incorporated by reference to Exhibit 2.15 to ITIS's Form 8-K filed on September 23, 2002)

3.1      Articles of Incorporation of ITIS Holdings Inc. (incorporated by reference to Exhibit 3.1 to ITIS's
         Form 10-KSB filed on April 16, 2003).

3.2      Articles of Amendment of ITIS Holdings Inc. (incorporated by reference to Exhibit 3.2 to ITIS's
         Form 10-KSB filed on April 16, 2003).

3.3      Bylaws of ITIS Holdings Inc. (incorporated by reference to Exhibit 3.3 to ITIS's Form 10-KSB
         filed on April 16, 2003).

3.4      Amendment No. 1 to Bylaws of ITIS Holdings Inc. (incorporated by reference to Exhibit 3.4 to
         ITIS's Form 10-KSB filed on April 16, 2003).

3.5      2001 Executive Stock Option Plan dated effective March 15, 2001 (incorporated by reference to
         Exhibit 4.4 to ITIS's Registration Statement on Form S-8 filed on March 30, 2001).

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

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

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

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

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

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

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

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


                                       30
<PAGE>
EXHIBIT  DESCRIPTION
-------  -----------
NUMBER
------

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

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

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

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

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

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

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

10.16    Securities Purchase Agreement by and between ITIS and Cootes Drive LLC, dated November 20,
         2000 (incorporated by reference to Exhibit 10.16 to ITIS's Form S-1 filed on December 22, 2000).

10.17    Amended and Restated Registration Rights Agreement by and between ITIS and Cootes Drive
         LLC, dated November 20, 2000 (incorporated by reference to Exhibit 10.17 to ITIS's Form S-1
         filed on December 22, 2000).

10.18    Warrant to purchase 250,000 shares of ITIS's common stock issued to Cootes Drive LLC, dated
         May 11, 2000 (incorporated by reference to Exhibit 10.18 to ITIS's Form S-1 filed on December
         22, 2000).

10.19    Warrant to purchase 250,000 shares of ITIS's common stock issued to Cootes Drive LLC, dated
         November 20, 2000 (incorporated by reference to Exhibit 10.19 to ITIS's Form S-1 filed on
         December 22, 2000).

10.20    Minimum Commitment Warrant to purchase up to 100,000 shares of ITIS's common stock issued
         to Cootes Drive LLC, dated November 20, 2000 (incorporated by reference to Exhibit 10.20 to
         ITIS's Form S-1 filed on December 22, 2000).

10.21    Vesting Warrant to purchase 1,000 shares of ITIS's common stock per $100,000 invested issued to
         Cootes Drive LLC, dated November 20, 2000 (incorporated by reference to Exhibit 10.21 to ITIS's
         Form S-1 filed on December 22, 2000).


                                       31
<PAGE>
EXHIBIT  DESCRIPTION
-------  -----------
NUMBER
-------

10.22    Convertible Promissory Note made by ITIS in favor of Cootes Drive LLC in the principal amount
         of $500,000, dated December 5, 2000 (incorporated by reference to Exhibit 10.22 to ITIS's Form
         S-1 filed on December 22, 2000).

10.23    Warrant to purchase 41,650 shares of ITIS's common stock issued to Cootes Drive, LLC, dated
         December 5, 2000 (incorporated by reference to Exhibit 10.23 to ITIS's Form S-1 filed on
         December 22, 2000).

10.24    Side Letter Agreement dated December 5, 2000, by and between ITIS and Cootes Drive LLC to
         enter into a convertible Promissory Note financing arrangement for $500,000 (incorporated by
         reference to Exhibit 10.24 to ITIS's Form S-1 filed on December 22, 2000).

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

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

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

10.28    Warrant to purchase 24,649,771 shares of ITIS's common stock issued to Hunter M.A. Carr dated
         May 22, 2002 (incorporated by reference to Exhibit 10.28 to ITIS's Form 10-Q filed on August 19,
         2002).

10.29    Warrant to purchase 21,073,520 shares of ITIS's common stock issued to George A. Roberts dated
         May 22, 2002 (incorporated by reference to Exhibit 10.28 to ITIS's Form 10-Q filed on August 19,
         2002).

10.30    Warrant to purchase 2,041,020 shares of ITIS's common stock issued to W. Paul Thayer dated
         May 22, 2002 (incorporated by reference to Exhibit 10.28 to ITIS's Form 10-Q filed on August 19,
         2002).

10.31    Purchase of Net Revenue Interest agreement dated July 1, 2002, by and among ITIS Inc.,
         PharmHouse Inc. and Rainmaker Ventures, Ltd. (incorporated by reference to Exhibit 2.1 to ITIS'S
         Form 8-K filed on July 15, 2002).

10.32    Asset Purchase Agreement dated August 27, 2002 by and between ITIS, Inc., National Law
         Library, Inc. and Brief Reporter, LLC and JuriSearch Holdings, LLC (incorporated by reference to
         Exhibit 2.15 to ITIS'S form 8-K filed on September 11, 2002).

14.1     Executive Code of Ethics dated January 1, 2003 (incorporated by reference to Exhibit 14.1 to
         ITIS's Form 10-KSB filed on May 14, 2004).


                                       32
<PAGE>
EXHIBIT  DESCRIPTION
-------  -----------
NUMBER
------

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

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

16.3     Letter, dated September 16, 2002 from Harper & Pearson Company to the Securities and Exchange
         Commission (incorporated by reference to Exhibit 16.3 to ITIS's Form 8-K filed on September 19,
         2002)

16.4     Letter, dated May 20, 2003 from Fitts, Roberts & Co., P.C. to the Securities and Exchange
         Commission (incorporated by reference to Exhibit 16.4 to ITIS's Form 8-K filed on May 21, 2003)

21       Subsidiaries of ITIS.

31.1     Certification of Hunter M.A. Carr, Chief Executive Officer, pursuant to Rule 13a-15(e) and 15d-
         15(e) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2     Certification of Joanna Hoover, Chief Financial Officer, pursuant to Rule 13a-15(e) and 15d-15(e)
         as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1     Certification of Hunter M.A. Carr, Chief Executive Officer, and Joanna Hoover, Chief Financial
         Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-
         Oxley Act of 2002
</TABLE>

(b)  Reports on Form 8-K

No reports on Form 8-K were filed during the last quarter of the period covered
by this report.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

The aggregate fees billed for professional services rendered by the Company's
independent public accountants for the audit of the Company's financial
statements for the fiscal year ended December 31, 2004 and 2003 and for the
review of the financial statements included in the Company's Quarterly Reports
on Form 10-Q for those fiscal years were $41,025 and $52,000, respectively.

Audit-Related Fees

There were no fees billed for other audit-related services rendered by the
Company's independent public accountants for the fiscal years ended December 31,
2004 and 2003.

Tax Fees

There were no fees billed for tax services rendered by the Company's independent
public accountants for the fiscal years ended December 31, 2004 and 2003.

All Other Fees

There were no other fees billed for products or services provided by the
principal accountant during the fiscal years ended December 31, 2004 and 2003.


                                       33
<PAGE>
The Audit Committee considered whether, and has determined that, the provision
of services by the Company's independent public accountants is compatible with
maintaining the independent accountant's independence.  At the present time, all
tax and related consulting services are being provided by accountants other than
the Company's independent public accountants.


                                       34
<PAGE>
                                   SIGNATURES

In accordance with Section 13 or 15(d) 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, this 11th day of July 2005.

                                       ITIS Holdings Inc.

                                       By: /s/ Hunter M.A. Carr
                                          ---------------------
                                       Hunter M.A. Carr
                                       Chairman of the Board of Directors,
                                       President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
<S>                     <C>                                                     <C>
/s/ Hunter M.A. Carr    Chairman of the Board, President and Chief Executive    July 11, 2005
----------------------  Officer (Principal Executive Officer)
Hunter M.A. Carr

/s/ George A. Roberts   Director                                                July 11, 2005
----------------------
George A. Roberts

/s/ W. Paul Thayer      Director                                                July 11, 2005
----------------------
W. Paul Thayer

/s/ W. Allyn Hoaglund   Director                                                July 11, 2005
----------------------
W. Allyn Hoaglund

/s/ Joanna Hoover       Vice President and Chief Financial Officer (Principal   July 11, 2005
----------------------  Financial and Accounting Officer)
Joanna Hoover
</TABLE>


                                       35
<PAGE>
<TABLE>
<CAPTION>
Exhibit Index

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

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

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

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

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

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

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

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

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

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

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


                                       36
<PAGE>
EXHIBIT  DESCRIPTION
-------  -----------
NUMBER
------

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

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

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

2.14     Amended and Restated Agreement and Plan of Distribution dated as of March 13, 2001, between
         Planet Resources, National Law Library and the stockholders of National Law Library
         (incorporated by reference to Exhibit 2.14 to ITIS's form 10-K filed on April 17, 2001).

2.15     Plan and Agreement of Merger of ITIS Inc. with and into ITIS Holdings Inc. dated August 26,
         2002 (incorporated by reference to Exhibit 2.15 to ITIS's Form 8-K filed on September 23, 2002)

3.1      Articles of Incorporation of ITIS Holdings Inc. (incorporated by reference to Exhibit 3.1 to ITIS's
         Form 10-KSB filed on April 16, 2003).

3.2      Articles of Amendment of ITIS Holdings Inc. (incorporated by reference to Exhibit 3.2 to ITIS's
         Form 10-KSB filed on April 16, 2003).

3.3      Bylaws of ITIS Holdings Inc. (incorporated by reference to Exhibit 3.3 to ITIS's Form 10-KSB
         filed on April 16, 2003).

3.4      Amendment No. 1 to Bylaws of ITIS Holdings Inc. (incorporated by reference to Exhibit 3.4 to
         ITIS's Form 10-KSB filed on April 16, 2003).

3.5      2001 Executive Stock Option Plan dated effective March 15, 2001 (incorporated by reference to
         Exhibit 4.4 to ITIS's Registration Statement on Form S-8 filed on March 30, 2001).

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

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

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

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


                                       37
<PAGE>
EXHIBIT  DESCRIPTION
-------  -----------
NUMBER
------

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

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

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

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

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

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

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

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

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

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

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

10.16    Securities Purchase Agreement by and between ITIS and Cootes Drive LLC, dated November 20,
         2000 (incorporated by reference to Exhibit 10.16 to ITIS's Form S-1 filed on December 22, 2000).

10.17    Amended and Restated Registration Rights Agreement by and between ITIS and Cootes Drive
         LLC, dated November 20, 2000 (incorporated by reference to Exhibit 10.17 to ITIS's Form S-1
         filed on December 22, 2000).

10.18    Warrant to purchase 250,000 shares of ITIS's common stock issued to Cootes Drive LLC, dated
         May 11, 2000 (incorporated by reference to Exhibit 10.18 to ITIS's Form S-1 filed on December
         22, 2000).


                                       38
<PAGE>
EXHIBIT  DESCRIPTION
-------  -----------
NUMBER
------

10.19    Warrant to purchase 250,000 shares of ITIS's common stock issued to Cootes Drive LLC, dated
         November 20, 2000 (incorporated by reference to Exhibit 10.19 to ITIS's Form S-1 filed on
         December 22, 2000).

10.20    Minimum Commitment Warrant to purchase up to 100,000 shares of ITIS's common stock issued
         to Cootes Drive LLC, dated November 20, 2000 (incorporated by reference to Exhibit 10.20 to
         ITIS's Form S-1 filed on December 22, 2000).

10.21    Vesting Warrant to purchase 1,000 shares of ITIS's common stock per $100,000 invested issued to
         Cootes Drive LLC, dated November 20, 2000 (incorporated by reference to Exhibit 10.21 to ITIS's
         Form S-1 filed on December 22, 2000).

10.22    Convertible Promissory Note made by ITIS in favor of Cootes Drive LLC in the principal amount
         of $500,000, dated December 5, 2000 (incorporated by reference to Exhibit 10.22 to ITIS's Form
         S-1 filed on December 22, 2000).

10.23    Warrant to purchase 41,650 shares of ITIS's common stock issued to Cootes Drive, LLC, dated
         December 5, 2000 (incorporated by reference to Exhibit 10.23 to ITIS's Form S-1 filed on
         December 22, 2000).

10.24    Side Letter Agreement dated December 5, 2000, by and between ITIS and Cootes Drive LLC to
         enter into a convertible Promissory Note financing arrangement for $500,000 (incorporated by
         reference to Exhibit 10.24 to ITIS's Form S-1 filed on December 22, 2000).

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

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

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

10.28    Warrant to purchase 24,649,771 shares of ITIS's common stock issued to Hunter M.A. Carr dated
         May 22, 2002 (incorporated by reference to Exhibit 10.28 to ITIS's Form 10-Q filed on August 19,
         2002).

10.29    Warrant to purchase 21,073,520 shares of ITIS's common stock issued to George A. Roberts dated
         May 22, 2002 (incorporated by reference to Exhibit 10.28 to ITIS's Form 10-Q filed on August 19,
         2002).

10.30    Warrant to purchase 2,041,020 shares of ITIS's common stock issued to W. Paul Thayer dated
         May 22, 2002 (incorporated by reference to Exhibit 10.28 to ITIS's Form 10-Q filed on August 19,
         2002).


                                       39
<PAGE>
EXHIBIT  DESCRIPTION
-------  -----------
NUMBER
------

10.31    Purchase of Net Revenue Interest agreement dated July 1, 2002, by and among ITIS Inc.,
         PharmHouse Inc. and Rainmaker Ventures, Ltd. (incorporated by reference to Exhibit 2.1 to ITIS'S
         Form 8-K filed on July 15, 2002).

10.32    Asset Purchase Agreement dated August 27, 2002 by and between ITIS, Inc., National Law
         Library, Inc. and Brief Reporter, LLC and JuriSearch Holdings, LLC (incorporated by reference to
         Exhibit 2.15 to ITIS'S form 8-K filed on September 11, 2002).

14.1     Executive Code of Ethics dated January 1, 2003 (incorporated by reference to Exhibit 14.1 to
         ITIS's Form 10-KSB filed on May 14, 2004).

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

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

16.3     Letter, dated September 16, 2002 from Harper & Pearson Company to the Securities and Exchange
         Commission (incorporated by reference to Exhibit 16.3 to ITIS's Form 8-K filed on September 19,
         2002)

16.4     Letter, dated May 20, 2003 from Fitts, Roberts & Co., P.C. to the Securities and Exchange
         Commission (incorporated by reference to Exhibit 16.4 to ITIS's Form 8-K filed on May 21, 2003)

21       Subsidiaries of ITIS.

31.1     Certification of Hunter M.A. Carr, Chief Executive Officer, pursuant to Rule 13a-15(e) and 15d-
         15(e) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2     Certification of Joanna Hoover, Chief Financial Officer, pursuant to Rule 13a-15(e) and 15d-15(e)
         as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1     Certification of Hunter M.A. Carr, Chief Executive Officer, and Joanna Hoover, Chief Financial
         Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-
         Oxley Act of 2002
</TABLE>


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