================================================================================
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                                ---------------

                                   FORM 10-KSB

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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003
                                       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.)

                      10750 HAMMERLY, HOUSTON, TEXAS, 77043
           (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 for the fiscal year ended December 31, 2003, were $824,077.

The aggregate market value of the voting common equity held by non-affiliates of
Registrant as of May 13, 2004 was $151,054
(based on the closing price of $0.06 per share on May 13, 2004 as reported on
the over-the-counter Bulletin Board).

There were 5,495,743 shares of Registrant's Common Stock outstanding as of May
13, 2004.

     Transitional Small Business Disclosure Format (Check one): Yes     No  X
                                                                    ---    ---
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<PAGE>
<TABLE>
<CAPTION>
                                              ITIS HOLDINGS INC
                                                 Form 10-KSB
                                     For the Year Ended December 31, 2003

                                              TABLE OF CONTENTS

                                                                                                         PAGE
                                                                                                         ----
                                                 PART I
<S>  <C>                                                                                                 <C>
1.   Description of Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     3
2.   Description of Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     6
3.   Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     6
4.   Submission of Matters to a Vote of Security Holders. . . . . . . . . . . . . . . . . . . . . . . .     7

                                                 PART II

5.   Market for Common Equity and Related Stockholder Matters . . . . . . . . . . . . . . . . . . . . .     7
6.   Management's Discussion and Analysis or Plan of Operation. . . . . . . . . . . . . . . . . . . . .     8
7.   Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    14
8    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . . . . . .    36
8A.  Controls and Procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    36


                                                 PART III

9.   Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the
       Exchange Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    37
10.  Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    39
11.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
       Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    41
12.  Certain Relationships and Related Transactions . . . . . . . . . . . . . . . . . . . . . . . . . .    41
13.  Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    43
14.  Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    47
</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

GENERAL

ITIS Holdings Inc. owns computer-related subsidiaries that operate pharmacies
and provide technical support for operations. The Company was also providing
litigation support services, however, the litigation support services of
Litidex(R) are temporarily suspended as we attempt to renegotiate our service
contracts.

The Company provided automated litigation support through its subsidiary, ITIS,
Inc., a Texas corporation, which conducts business as Litidex(R). While
Litidex(R) currently focuses its attention on litigation support services
related to lawsuits involving stock manipulation of publicly held companies,
these services are temporarily suspended as we attempt to renegotiate our
service contracts. PharmHouse Inc. concentrates its efforts in the business of
pharmacy operations. PharmHouse currently operates one pharmacy that focuses
primarily on electronic prescription services. Another subsidiary, OnPoint
Solutions Inc., provides technical support for PharmHouse and Litidex(R), in the
development and operation of the pharmacies of PharmHouse, and in software and
hardware services for both PharmHouse and Litidex (R). OnPoint also provides the
RightScript(TM) software used by PharmHouse.

Until August 15, 2002, ITIS provided electronic publishing services and database
content through Internet sites with subscription access, licenses, and
transaction fees for databases through its subsidiaries, GoverNet Affairs, Inc.,
National Law Library, Inc. and Brief Reporter, LLC. The content of the databases
consisted of pending legislation, statutory law, rules and case law at the
federal and state levels. As further disclosed in note 7 to the consolidated
financial statements, management of ITIS transferred the customers of the
Internet Services subsidiary GoverNet Affairs, Inc. to another provider in June
2002, and sold the Internet Services operations of National Law Library, Inc.
and Brief Reporter, LLC in August 2002. ITIS no longer maintains any operations
in the Internet Services segment.

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

CORPORATE HISTORY

ITIS Inc. was originally incorporated as Allied Silver-Lead Company in the State
of 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 as a result of a merger and, among other shareholder actions taken at
that time, the corporate name was changed to Planet Resources, Inc. On March 27,
2001, pursuant to an Amended and Restated Agreement and Plan of Distribution
dated March 13, 2001, Planet Resources was spun-off from ITIS Inc.


                                        3
<PAGE>
Under a Plan and Agreement of Merger dated August 26, 2002, as approved by
resolution adopted by the Board of Directors of ITIS Inc. on that date and by
written consent of a majority of the voting interests of ITIS Inc. on September
18, 2002, ITIS Inc., a Delaware corporation, merged into its wholly owned
subsidiary, ITIS Holdings Inc., a Nevada corporation, effective September 18,
2002. ITIS Holdings Inc. became the surviving corporation after the effective
date of the merger. Under the terms of the Agreement, each issued share of the
common stock of the terminating corporation, ITIS Inc., was converted into
one-tenth (0.1) share of the surviving corporation, ITIS Holdings Inc. Each
issued share of the preferred stock of ITIS Inc. was converted to one share of
preferred stock of ITIS Holdings Inc. ITIS Holdings Inc. has authority to issue
200,000,000 shares of stock, of which 150,000,000 are common stock, $.001 par
value per share, and 50,000,000 are preferred stock, $.001 par value per share.
Unless otherwise noted, all prior period share amounts reflected in the
consolidated financial statements and notes thereto have been adjusted to
account for the one-for-ten reverse split in accordance with the Plan.

PRODUCTS  AND  SERVICES

ITIS is engaged in providing pharmacy operations through its subsidiary
PharmHouse, and in technical support through its subsidiary OnPoint Solutions.
The litigation support services of Litidex(R) are temporarily suspended as we
attempt to renegotiate our service contracts.

Litidex(R) and its predecessor entities have provided automated litigation
support and other document handling services for nearly twenty years. During
1999 and 2000, Litidex(R) concentrated its efforts in assisting National Law
Library in its content and Website development. Since 2001 Litidex(R) has
provided automated litigation support services related to complex securities
litigation. Using the Litidex(R) search engine, millions of documents are
processed to create databases that are instantly searchable for data retrieval.

The pharmacies of PharmHouse do not promote any non-pharmaceutical sales and
focus primarily on the distribution of medications from prescriptions generated
by our RightScript(TM) licensed technology.  The electronic prescription
technology platform of PharmHouse/RightScript(TM) is developed and maintained
by OnPoint Solutions, a sister company in the ITIS family of companies.

In September 2002 PharmHouse began operation of two pharmacies in Houston,
Texas, one of which ceased operations in December 2002 due to facility
incompatibility with the strategic focus of the division. A third pharmacy,
which began operation in January 2003 under 50% ownership, was sold in December
2003. Management is considering additional strategic partnerships relating to
sharing pharmacy operations with other companies, and has been in discussions
regarding possible sale of the rights to market and operate the PharmHouse
pharmacy model in certain other markets in the United States.

MAJOR SUPPLIERS

PharmHouse purchases the majority of its pharmaceutical products, supplies, and
equipment from McKesson HBOC and IPC, Inc., wholesalers of pharmaceutical
products.  In addition, PharmHouse leases equipment used in its pharmacies from
McKesson. Relationships with both wholesalers are believed to be good.  In the
event that either wholesaler ceased to supply pharmaceutical products to
PharmHouse for any reason, management believes that alternative sources of
wholesale supply would be available on similar terms. Through our relationship
with United Drug Company, which provides for third-party negotiations, we
currently have more than 900 insurance companies approved for reimbursement
under their respective plans.

CUSTOMERS

The law firm of Christian, Smith and Jewell has been the major client of
Litidex(R) since 2001.

PharmHouse focuses on electronic prescription services, captive pharmacies, and
institutional sales within the pharmaceutical health care delivery system.

     -    The electronic prescription services focus on medications for pain
          management, psychiatry, oncology, and gerontology.


                                        4
<PAGE>
     -    The captive pharmacy segment includes pharmacies located within
          professional office buildings, medical complexes, and small
          urgent-care facilities.

     -    The institutional segment focuses on delivery to residential treatment
          facilities, group homes, and senior care facilities.

COMPETITION

Significant competitors to the automated litigation support services of
Litidex(R) are law firms that maintain their own databases and retrieval systems
and third party vendors whose rates are generally higher. Management believes
that the Litidex(R) search engine is a superior product to in-house programs
used by attorneys as well as to the programs of other competitors. Additionally,
our experience in the business makes it possible for our prices to be more
affordable to most attorneys and law firms than in-house costs.

The highly fragmented and extremely competitive industry of pharmaceutical
product sales includes specialty pharmacies, full-service pharmacies, discount
pharmacies, Web-based Internet pharmacy delivery systems, clinical pharmacies,
and hospital-based pharmacies. Companies such as AllScripts(TM), Pre-Scribe(TM),
e-Scripts(TM), APS(TM), and Pro-Scribe(TM) provide wireless, Internet-based
electronic prescription solutions to the medical community. These competitors
are seen as formidable in that they have superior experience in the pharmacy
management and technology industry. However, while they provide low-end,
cost-effective solutions for prescription writing, they do not provide a
comprehensive solution to the market served by PharmHouse. Their focus is to
provide electronic prescription software tied to major pharmacy retail sales
outlets such as Eckerds, Walgreens, CVS and Rite Aid. While some retail outlets
are part of major retail drug store or grocery store chains with significantly
greater financial resources and market presence than PharmHouse, this is not the
case for many other outlets. Since PharmHouse pharmacies primarily accept
prescriptions generated by the RightScript(TM) system, they typically do not
directly compete with other pharmaceutical outlets. However, PharmHouse competes
with other outlets indirectly by competing for agreements with doctors who write
prescriptions for pharmaceutical products handled by PharmHouse/RightScript(TM)
pharmacies.

SALES AND MARKETING

The market for the automated litigation support services provided by Litidex(R)
continues to grow as more class action suits and other big document cases are
filed. In particular, there is increased demand for our services in regard to
stock fraud cases. We have not needed to do any outside marketing in this area.

The marketing and business strategy of PharmHouse permits it to be one of the
first companies engaged in providing server-based communication technology to
the electronic pharmacy industry focused exclusively on specialized medicine,
captive pharmacies, and institutions. Management believes that the technology of
PharmHouse/RightScript(TM) is on the leading edge of wireless communications
and therefore is positioned to be a leader in the arena of wireless
communication within the medical industry.

INTELLECTUAL PROPERTY RIGHTS

We regard our search engines, software technologies, databases, and database
management software as proprietary. We depend on trade secrets for protection of
our software. We have entered into confidentiality agreements with our
management and key employees covering this software and limit access to this
software and other proprietary information.

PharmHouse owns a paid-up perpetual license of a pharmacy operating system. This
operating system, originally created by MedEx Systems, Inc., 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. However, in the event that MedEx
ceases to pursue this patent application, PharmHouse is authorized to do so.

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.

GOVERNMENT APPROVALS

Each PharmHouse pharmacy must be licensed by the state in which it is located.
While licensing requirements vary from state to state, meeting these
requirements has not been an impediment in the past and is not expected to be an
impediment to opening new locations in the future.  Each PharmHouse pharmacy
must also be licensed by the federal Drug


                                        5
<PAGE>
Enforcement Agency and, in addition to the general pharmacy license, some states
require a separate controlled substance license in order to dispense certain
drugs and controlled substances.

GOVERNMENTAL REGULATIONS

Many of the pharmaceutical products handled by PharmHouse pharmacies are
controlled substances, requiring PharmHouse to maintain records and report to
state agencies the names of persons to whom these drugs are dispensed and the
corresponding amounts dispensed. Pharmacy Laws and Regulations strictly govern
these requirements. PharmHouse has retained a law firm that specializes in
healthcare-related law to provide assistance as needed in ensuring compliance
with these and other requirements.

PharmHouse closely monitors all issuances from state and federal agencies to
ensure compliance with HIPPA (the Health Insurance Portability Accountability
Act), Drug Enforcement Agency regulations, Stark (I and II), as well as other
healthcare related regulations. Because the electronic prescription industry is
fairly new, many related regulations are still in the process of finalization.
As one of the first companies engaged in providing server-based technology to
the electronic pharmacy industry, PharmHouse believes it may be able to play a
significant role in contributing to the development of such regulations.

EMPLOYEEs

ITIS and its subsidiaries had 6 full-time employees and one contract employee as
of May 7, 2004. 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

Our primary executive offices are at 10750 Hammerly, Houston, Texas, where our
monthly rent is $7,298. In addition, our subsidiary PharmHouse maintains a
pharmacy location at 4114 Avenue H, Rosenburg, Texas, where our monthly rent is
$595. 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

On January 26, 2001, in order to protect ITIS and its stockholders, ITIS filed a
lawsuit in United States District Court for the Southern District of Texas,
Houston Division, against Southridge Capital Management and several other
defendants, including Cootes Drive LLC, an alleged "straw man," for damages
resulting from alleged stock manipulation, federal securities law violations,
civil RICO, fraud, violations of Texas securities laws and other Texas statutes,
and conspiracy. The case also alleges misrepresentations by co-conspirators in
connection with certain funding transactions by the defendants with ITIS. All
defendants filed a joint motion to transfer this case to New York to be
consolidated with the lawsuit filed against us, described below. The United
States District Judge granted this motion and the case has been transferred to
the Southern District of New York. The defendants filed motions to dismiss the
case, and on July 17, 2002, the Judge issued an opinion refusing dismissal,
which stated: "the court is fully prepared to assist the parties in moving this
case forward to trial without undue delay."

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


                                        6
<PAGE>
On July 7, 2003, Judge Robert Carter of the Southern District of New York issued
an opinion dismissing ITIS's claims of violations of federal and state
securities laws and regulations, stock manipulation, breach of contract, and
tortious interference against Southridge Capital Management LLC and others. The
dismissal was based on actions of the lawyers representing ITIS and was a
sanction for the lawyers' conduct. Management of ITIS believes this sanction is
inappropriate for the conduct alleged, particularly because it was not based on
the conduct of ITIS, and because there was no prior sanction before the "death
penalty."  ITIS appealed the matter to the Second Circuit Court of Appeals, and
on April 22, 2004, the appeal was dismissed based on lack of jurisdiction
because the defendants have unresolved claims. The case is again pending before
Judge Carter, and several motions await his ruling. The opinion is available on
our Website, www.itisinc.com.

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

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

ITEM 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, 2003.

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, 2002
     First quarter                             $1.10  $0.80
     Second quarter                            $1.10  $0.50
     Third quarter                             $1.00  $0.40
     Fourth quarter                            $0.41  $0.10

     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
</TABLE>

Holders

At December 31, 2003, there were 1,567 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


                                        7
<PAGE>
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>

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, 2003, 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.

Management realizes that revenues to be generated by the automated litigation
support services of Litidex and the PharmHouse stores are critical in providing
some of the funds necessary to continue company operations and to remain in
business. Our expense levels are based, in part, on our expectations as to
future revenues. To the extent that revenues are below expectations, we may be
unable or unwilling to reduce expenses proportionately, and operating results
and cash flows are likely to be adversely affected.

The reader of the following discussion of the results of our operations and
liquidity and capital resources should be aware of critical accounting policies
applied by management as follows:

     -    Note receivable at December 31, 2003 in the amount of $1,558,304,
          represents receivables related to the sale of National Law Library
          assets and Brief Reporter. Because we believe all such amounts are
          collectible due to the nature of the agreements and our collection
          experience with the payers, we have not recorded an allowance for
          doubtful accounts for this receivable. The long-term portion
          represents the amounts we estimate will not be paid to us within the
          next twelve months, discounted by 12%.

     -    On July 29, 2002 ITIS entered into an Asset Purchase Agreement with
          American Legal Data, LLC, a Delaware limited liability company
          (Buyer). Under the terms of the Purchase Agreement, ITIS sold to Buyer
          all right, title and interest in one complete copy of data consisting
          of an electronic form of federal and state constitutions, statutes,
          regulations, case law, rules and legal briefs, together with
          additions, derivations and updates, as it existed on July 29, 2002. In
          consideration for these assets, Buyer agreed to pay to ITIS $2
          million, of which $25,000 was paid in 2001 and $66,000 was paid at or
          prior to closing on July 29, 2002. The balance of the consideration


                                        8
<PAGE>
          ($1,909,000) is payable in minimum monthly installments of $16,000 for
          120 months beginning August 16, 2002. Unpaid principal accrues
          interest at the rate of 8% per year, and in the 121st month following
          the closing date, Buyer will make a lump sum payment equal to the
          outstanding principal and any accumulated interest. On February 24,
          2003, ITIS agreed to move seven monthly payments of $16,000 ($112,000)
          to the lump sum payment due at the end of the note. At December 31,
          2003, the principal balance owed by American Legal Data was
          $1,892,481. During the year ended December 31, 2003, $-0- and $112,000
          were collected in principal and interest, respectively, related to
          this note.

          Based on the guidelines of SEC Staff Accounting Bulletin No. 101,
          Revenue Recognition in Financial Statements, it is the opinion of
          management that the installment method of accounting is appropriate
          for this sale, as uncertainty exists as to the ultimate collectibility
          of the sale price. Accordingly, management has provided for deferred
          gross profit in an amount equal to the outstanding balance of the note
          receivable at December 31, 2003, or $1,892,481. Principal and interest
          payments on the note receivable will be recorded as income, and a
          reduction for the principal amount will be recorded to the note
          receivable and deferred gross profit, as future payments are received.

     -    On August 27, 2002, ITIS subsidiaries National Law Library, Brief
          Reporter and Litidex 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. (see note 7)
          In May 2003, ITIS completed the sale by delivery of the Database
          assets of National Law Library and Brief Reporter. In prior periods,
          utilizing the deposit method of accounting, these assets have been
          carried on the balance sheet as "assets held for sale" and payments
          received on the sales contract have been carried as "deposits on
          Database sales contract." In completing delivery of the Database
          assets to JuriSearch, management believes the criteria has been met to
          permit revenue recognition and the recording of cost in relationship
          to this sale. Accordingly, in the quarter ended June 30, 2003,
          management recorded $2,423,750 as the sales price, representing the
          undiscounted guaranteed minimum payment total per the sales contract,
          and reclassified "assets held for sale" in the amount of $4,700,000 to
          the cost of the sale, 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 payments received in
          the amount of $400,183. 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, the Statement of
          Operations reflects a net loss of $2,595,652 on disposal of business
          segments.

     -    SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived
          Assets," addresses financial accounting and reporting for the
          impairment of long-lived assets and long-lived assets to be disposed
          of by sale.

          -    Assets classified as held for sale are to be reported at the
               lower of their carrying amount or fair value less cost to sell,
               and, if at the date of commitment to the plan to sell the asset,
               the carrying amount of the assets to be sold exceeds the fair
               value of those assets less the cost to sell, an impairment loss
               should be recognized. Management hired an independent appraiser
               to prepare valuation estimates of future net cash flows projected
               over the twenty-five year life of the sales contract between
               Jurisearch Holdings, LLC and ITIS subsidiaries National Law
               Library, Brief Reporter and Litidex(R) (see note 4), and, based
               on these estimates, management recorded an impairment charge in
               the quarter ended September 30, 2002 in the amount of $6,529,053,
               which was recorded to "loss from operations of discontinued
               business segments." In determining the impairment charge, an
               assumed 37% income tax rate and 30% discount rate were applied to
               projected future cash flows from the sales contract to determine
               fair value of the assets held for sale.

          -    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, management has recorded impairment charges in the
               amount of $346,533 to software costs and other intangible assets
               as of December 31, 2003.

     -    The Company is not party to any off balance sheet arrangements.

     The following is management's discussion and analysis of certain
significant factors that have affected ITIS's financial condition and results of
operations during the years ended December 31, 2003 and 2002.


                                        9
<PAGE>
RESULTS OF OPERATIONS

REVENUES. Revenue increased by $536,815 from $287,262 for the year ended
December 31, 2002 to $824,077 for the year ended December 31, 2003.

Revenues from the automated litigation support services of subsidiary Litidex(R)
increased by $374,604 from $97,103 for the year ended December 31, 2002 to
$471,707 for the year ended December 31, 2003. However, as an indirect result of
the July 7, 2003 dismissal of our claims again Southridge Capital Management LLC
and others, production and receipts related to the litigation support services
of Litidex(R) have decreased significantly, and are nominal in the first quarter
of 2004. At the present time, our litigation support services are temporarily
suspended as we attempt to renegotiate our service contracts.

Revenues generated by our Database management segment decreased by $124,335, to
$46,065 during the year ended December 31, 2003 compared to $170,400 for the
year ended December 31, 2002.

Revenues generated by pharmacy operations, which commenced in September 2002,
increased by $286,546, from $19,759 for the year ended December 31, 2002 to
$306,305 for the year ended December 31, 2003.

Revenues from discontinued operations amounted to $797,633 for 2002. On the
consolidated statement of operations and comprehensive loss, the sales and
expenses have been netted together and reflected as a loss from discontinued
operations in the amount of $6,869,251 for 2002.

COST OF SALES. Cost of sales in the amount of $226,781 for the year ended
December 31, 2003 reflects the cost of pharmaceutical products sold by
subsidiary PharmHouse.

SALES AND MARKETING EXPENSE. Sales and marketing expense decreased by
$37,907 from $130,552 for the year ended December 31, 2002, to $92,645 for the
year ended December 31, 2003. The decrease is primarily due to decreased
marketing and telephone expenses, as well as decreased compensation to sales
personnel.

GENERAL AND ADMINISTRATIVE Expense. General and administrative expense
decreased by $718,163 from $2,906,270 for the year ended December 31, 2002, to
$2,188,107 for the year ended December 31, 2003 as a result of the following:

     -    Payroll and related costs increased by $303,069 from $1,240,294 for
          the year ended December 31, 2002 to $1,543,363 for the year ended
          December 31, 2003, primarily due to new and increased payroll costs
          related to PharmHouse, which commenced operations in September 2002,
          and increased cost of employee health insurance.
     -    Non-cash expense related to stock and option awards for the year ended
          December 31, 2003 amounted to $8,000, representing a decrease of
          $657,877 from the $665,877 reported for the year ended December 31,
          2002.
     -    Administrative expense reductions were realized for the year ended
          December 31, 2003 in professional fees, contract services, and the
          expense of outside consulting, which in aggregate decreased by
          $334,390 from $558,671 for the year ended December 31, 2002, to
          $224,281 for the year ended December 31, 2003.
     -    Rent, utilities, and related expenses decreased by $14,897 from
          $188,031 for the year ended December 31, 2002, to $173,134 for the
          year ended December 31, 2003.
     -    Miscellaneous other general and administrative expenses, which include
          materials and supplies and general insurance expense, were reduced by
          $14,068 from $253,397 for the year ended December 31, 2002 to $239,329
          for the year ended December 31, 2003.

PRODUCTION AND COMPUTER SERVICE EXPENSE. Production and computer service
expense decreased by $69,397, from $285,247 for the year ended December 31, 2002
to $215,850 for the year ended December 31, 2003. Production labor costs
decreased by $32,181 due to decreased labor costs related to the automated
litigation support services of Litidex(R), while computer service expense
decreased by $42,132 primarily due to decreased co-location expense. Programming
and equipment repair expense increased by $4,916.

AMORTIZATION AND DEPRECIATION EXPENSE. Amortization and depreciation
expense decreased by $222,675, from $539,212 for the year ended December 31,
2002 to $316,537 for the year ended December 31, 2003. The decrease is primarily
due to $260,868 in amortization expense recorded in the quarter ended March 31,
2002 relating to a $2 million service contract of subsidiary Litidex(R).

ALLOWANCE FOR BAD DEBTS.  Accounts receivable related to the automated
litigation support services of subsidiary Litidex(R), net of related deferred
revenue, amounted to $710,701 at December 31, 2002. Management elected to
provide an allowance for doubtful accounts for 100% of the receivable at
December 31, 2002, due to the uncertainty of the timing and amount of future
collections.


                                       10
<PAGE>
OTHER EXPENSE. Other expense of $150,000 during the year ended December 31, 2002
represents earnest money and consulting fees for the contemplated purchase of
stock in MedEx Systems, Inc. and an associated entity, Pegasus Pharmacy. The
purchase was not consummated, and this expense is not expected to recur.

IMPAIRMENT CHARGE. In accordance with Statement of Financial Standards No.
144  ("SFAS 144"), "Accounting for the Impairment or Disposal of Long-Lived
Assets," which superseded SFAS 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of," management engaged the
services of an independent appraiser in the first quarter of 2003 to prepare a
valuation study relating to assets held for sale and estimates of future net
cash flows projected over the twenty-five year life of the sales contract
related to those assets (see note 6). Based on the results of this study,
management recorded an impairment charge in the amount of $6,529,053, which is
included in loss from operations of discontinued business segments for the year
ended December 31, 2002.

Due to the inability of ITIS and its subsidiaries to achieve profitability
and positive cash flow, management has recorded impairment charges in the amount
of $346,533 to software costs and other intangible assets as of December 31,
2003.

INTEREST EXPENSE. Interest expense increased by $82,517 from $872,282 for
the year ended December 31, 2002, to $954,799 for the year ended December 31,
2003. The interest expense increase is partly due to $400,000 in new debt
acquired in the second quarter of 2002. In addition, proceeds of $2,173,500 from
the sale of a PharmHouse net revenue interest to Rainmaker Ventures, Ltd., a
related party, were recorded as a liability of ITIS's rather than as a sale
effective July 2002. During the year ended December 31, 2002 and 2003, ITIS
recorded $56,117 and $137,721, respectively, as accrued interest payable in
regard to this liability. As of December 31, 2003, the partners of Rainmaker
Ventures, Ltd.  have acknowledged in writing that ITIS has no obligation to
repay any of the $2,173,500 in sale proceeds, and management has reclassified
the debt and the related accrued interest to additional paid-in-capital.

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, funds to
support its automated litigation support segment, and funds for development of
PharmHouse stores.

During the year ended December 31, 2003, ITIS's cash and cash equivalents
decreased in total by $137,746 from the December 31, 2002 balance of $248,722 in
available cash to $110,976 in available cash at December 31, 2003.  The Company
has a working capital deficit of $4,563,874 at December 31, 2003. Cash used in
operating activities was $2,299,838, cash provided by investment activities was
$1,332,607 and cash provided by financing activities was $829,485.

Accounts receivable, net of doubtful accounts, at December 31, 2003 amount to
$148,732.

Note receivable at December 31, 2003 in the amount of $1,558,304, represents
receivables related to the sale of National Law Library assets and Brief
Reporter. Because we believe all such amounts are collectible due to the nature
of the agreements and our collection experience with the payers, we have not
recorded an allowance for doubtful accounts for these receivables. The long-term
portion represents the amounts we estimate will not be paid to us within the
next twelve months, discounted by 12%.

The Company has an unrecorded receivable from American Legal Data, LLC relating
to the sale of a copy of the National Law Library data. Under the terms of this
sale agreement, ITIS is scheduled to receive monthly payments in the amount of
$16,000 for 120 months beginning June 1, 2002. On February 24, 2003, ITIS agreed
to move seven monthly payments of $16,000 ($112,000) to the lump sum payment due
at the end of the note.

Cash used in operating activities of $2,298,838 is primarily due to operating
losses. Cash provided by investment activities of $1,332,607 is primarily due to
proceeds from sales of investments ($797,301) and proceeds from sale of database
assets ($546,044). Cash provided by financing activities of $829,485 is due to
increased borrowings to finance working capital needs.

As further outlined in note 8 to the financial statements, the Company has
incurred significant amounts of debt to finance its working capital
requirements. As of December 31, 2003 and 2002, the total principal amount owed
to Hunter Carr, CEO of ITIS, was $2,150,117. Accrued but unpaid interest
amounted to $605,033 and $298,663 at December 31, 2003 and 2002, respectively.

In March 2002, ITIS wholly owned subsidiary National Law Library executed a
promissory note for $425,000 in favor of Houston RPM, L.C. The note bore
interest at 18% per year and was payable in monthly installments including
principal


                                       11
<PAGE>
and interest commencing April 1, 2002. On April 17, 2002, National Law Library
executed a new promissory note for $675,441 in favor of Houston RPM, L.C. This
note refinanced $325,441 of the note dated March 1, 2002 in the original amount
of $425,000, and provided $350,000 in new funding to National Law Library. The
note bore interest at 18% per year and was payable in monthly installments
including principal and interest commencing May 17, 2002. At December 31, 2002,
the total principal amount owed to Houston RPM, L.C. relating to this note was
$249,385. On April 21, 2003, National Law Library executed a new promissory note
for $200,000 in favor of Houston RPM, L.C. This note refinanced $75,127 of the
note dated April 17, 2002 in the original amount of $675,441, and provided
$124,873 ($126,061 less accrued interest of $1,188) in new funding to National
Law Library. The note bore interest at 18% per year and was payable in monthly
installments including principal and interest commencing May 21, 2003. As of
September 30, 2003, this note was paid in full.

In December 2003, ITIS wholly owned subsidiaries ITIS, Inc. dba Litidex(R)
and National Law Library executed a promissory note for $300,000 in favor of
Houston RPM, L.C. The note bears interest at 18% per year, is payable in monthly
installments including principal and interest commencing January 2, 2004, and is
secured by assignment of the Asset Purchase Agreement between National Law
Library, Brief Reporter and Jurisearch Holdings, LLC dated August 16, 2002 (see
note 7). The amount of each monthly installment shall equal payments received
pursuant to the Asset Purchase Agreement, but in no event shall the payment be
less than $40,000 per month. Any unpaid principal and interest is due in full on
August 2, 2004. As of December 31, 2003, the balance due to Houston RPM was
$282,833.

During the year ended December 31, 2003, Hunter M.A. Carr, President,
Chief Executive Officer and Chairman of the Board of ITIS, and the partners of
Rainmaker Ventures, Ltd., a Texas limited partnership in which Mr. Carr, W. Paul
Thayer and George Roberts are limited partners, advanced $733,318 to ITIS on a
short-term, non-interest bearing basis. Messrs. Carr, Thayer and Roberts are
directors of ITIS.

ITIS's financial statements are prepared using principles applicable to a going
concern, which contemplate the realization of assets and liquidation of
liabilities in the normal course of business. We do not at this time have an
established source of revenues, working capital or cash flow to cover operating
costs to allow the Company to remain in business. Management's business plan
realizes that revenues to be generated by the automated litigation support
services of Litidex(R) and the PharmHouse stores are critical in providing some
of the funds necessary to continue company operations and to remain in business.
However, the litigation support services of Litidex(R) are temporarily suspended
as we attempt to renegotiate our service contracts, and the pharmacy operations
of PharmHouse have not yet produced positive cash flow. It is possible that
revenues from these subsidiaries may never be sufficient to meet company needs.
Management plans to continue to utilize additional loans from Mr. Carr
(President and Chairman of the Board of Directors of ITIS) and other directors
and investors as long as funds from these sources remain available. If adequate
funding from the operations of Litidex(R), PharmHouse or other sources is not
available, ITIS will be unable to remain in business.

ITIS may be required to obtain additional financing or equity capital to remain
in business, and that capital, if available, may have provisions that could
further suppress current and future stock prices and cause significant dilution
to current shareholders. Our internally generated cash flows from operations
have historically been insufficient for our cash needs and will continue to for
the foreseeable future. While management projects that the internal source of
liquidity may improve, this objective may not be achieved in the near term, if
ever. As of May 7, 2004, sources of external and internal financing are very
limited. It is not expected that the internal source of liquidity will improve
until significant net cash is provided by operating activities (which may not be
achieved), and until such time, ITIS will rely upon external sources for
liquidity. ITIS may not ever become profitable and could fail as a going
concern.

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


                                       12
<PAGE>
ITEM 7. FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS AND

FINANCIAL STATEMENTS
                                                                                                  PAGE
                                                                                                  ----
<S>                                                                                               <C>
Report of Independent Public Accountants . . . . . . . . . . . . . . . . . . . . . . . . . . . .    14

Consolidated Balance Sheet as of December 31, 2003 . . . . . . . . . . . . . . . . . . . . . . .    15

Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31,
2003 and December 31, 2002 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    17

Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2003
and December 31, 2002. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    18

Consolidated Statements of Cash Flow for the years ended December 31, 2003 and December 31, 2002    19

Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . .    21
</TABLE>


                                       13
<PAGE>
                          INDEPENDENT AUDITOR'S REPORT

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

We have audited the accompanying consolidated balance sheet of ITIS Holdings
Inc. (formerly ITIS Inc.) and Subsidiaries as of December 31, 2003, and the
related consolidated statements of operations, changes in stockholders' equity
and cash flows for each of the two years then ended.  These financial statements
are the responsibility of the Company's management.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America.  Those standards require that we plan and
perform the audit 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 financial statements referred to above present fairly, in
all material respects, the financial position of ITIS Holdings Inc. and
Subsidiaries as of December 31, 2003, and the results of its operations and its
cash flows for each of the two years then ended in conformity with accounting
principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  The Company has a deficit equity
position of $7.4 million at December 31, 2003 and incurred net losses of $5.9
and $12.0 million during 2003 and 2002.  These and other conditions, more fully
described in Note 14, raise substantial doubt about the Company's ability to
continue as a going concern.  The financial statements do not include any
adjustments relating to the recoverability and classification of recorded
assets, or the amounts and classification of liabilities that might
be necessary in the event the Company cannot continue in existence.


/s/ Malone & Bailey, PLLC
Houston, Texas
April 22, 2004


                                       14
<PAGE>
<TABLE>
<CAPTION>
ITIS HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET

                                                               DECEMBER 31,
                                                                   2003
                                                               -------------
<S>                                                            <C>
                              ASSETS

Current assets:
Cash and cash equivalents                                      $     110,976
  Accounts receivable, net of allowance for doubtful accounts
    of  $34,127                                                       73,995
  Note receivable-current portion                                    480,000
  Investments available for sale, at fair market value                69,926
  Other current assets                                                54,696
  Inventory                                                           34,823
                                                               -------------

    Total current assets                                             824,416
                                                               -------------

Long term assets:

  Accounts receivable                                                 74,737
  Note receivable, net of current portion                          1,078,304
  Other long term assets                                              35,214
                                                               -------------

    Total long term assets                                         1,188,255
                                                               -------------

Fixed assets, net of depreciation
  Furniture and equipment                                            146,857
                                                               -------------

    Total assets                                               $   2,159,528
                                                               =============
</TABLE>


                                       15
<PAGE>
<TABLE>
<CAPTION>
ITIS HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET

                                                                            DECEMBER 31,
                                                                                2003
                                                                           --------------
<S>                                                                        <C>
                  LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Notes payable-other                                                      $     341,578
  Disputed note payable to Cootes Drive LLC                                      500,000
  Accounts payable                                                               345,052
  Accounts payable-related parties                                               733,318
  Accrued interest-related parties                                             1,384,140
  Accrued liabilities                                                             56,526
  Deferred revenue                                                                   150
  5% Series A Convertible Preferred stock, par value $.001;
    300 shares authorized; 161.08 shares issued and outstanding                2,027,526
                                                                           --------------
    Total current liabilities                                                  5,388,290
                                                                           --------------
  Long term notes payable to Chairman                                          2,150,117
  Long term notes payable to Directors                                         2,022,500
  Notes payable-other                                                              1,482
                                                                           --------------
    Total long term liabilities                                                4,174,099
                                                                           --------------
Total liabilities                                                              9,562,389
                                                                           --------------

  Commitments and contingencies

Stockholders' deficit:
  Common stock, par value $.001, 150,000,000 shares
    authorized; 5,697,450 shares issued and  5,495,743 shares outstanding         53,915
  Warrants                                                                     1,405,349
  Additional paid in capital                                                  27,910,868
  Accumulated deficit                                                        (36,359,414)
  Treasury stock, at cost, 201,707 shares                                       (323,127)
  Accumulated other comprehensive income,
    unrealized loss on investments                                               (90,452)
                                                                           --------------
    Total stockholders' deficit                                               (7,402,861)
                                                                           --------------

    Total liabilities and stockholders' deficit                            $   2,159,528
                                                                           ==============
</TABLE>


                                       16
<PAGE>
<TABLE>
<CAPTION>
ITIS HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS


                                            For the Year ended    For the Year ended
                                            December 31, 2003     December 31, 2002
                                           --------------------  --------------------
                                                                      (restated)
<S>                                        <C>                   <C>
REVENUE, NET OF DEFERRED INCOME
  Automated litigation support services    $           471,707   $            97,103
  Database management sales and services                46,065               170,400
  Pharmaceutical sales                                 306,305                19,759
                                           --------------------  --------------------
  Total revenues                                       824,077               287,262
                                           --------------------  --------------------

OPERATING EXPENSES:
  Cost of sales-pharmaceuticals                        226,781                15,952
  Selling and marketing                                 92,645               130,552
  General and administrative                         2,188,107             2,906,270
  Production and computer service                      215,850               285,247
  Amortization and depreciation                        316,537               539,212
  Impairment charge                                    346,533                     -
  Other expense                                              -               150,000
                                           --------------------  --------------------
  Total operating expenses                           3,386,453             4,027,233
                                           --------------------  --------------------

LOSS FROM CONTINUING
  OPERATIONS                                        (2,562,376)           (3,739,971)

DISCONTINUED OPERATIONS (Notes 3 and 7):
  Loss from operations of
    discontinued business segments                           -            (6,869,251)
  Loss on disposal of business segments             (2,595,652)           (1,094,833)

INTEREST INCOME                                        172,375                35,908
INTEREST EXPENSE                                      (954,799)             (872,282)
GAIN ON SALE OF INVESTMENTS
  AND EQUIPMENT                                        128,122               550,592
                                           --------------------  --------------------

NET LOSS                                            (5,812,330)          (11,989,837)

OTHER COMPREHENSIVE INCOME (LOSS)
  Unrealized (loss) on investments
    available for sale                                 (78,642)              (46,531)
                                           --------------------  --------------------

NET AND COMPREHENSIVE LOSS                          (5,890,972)          (12,036,368)
                                           ====================  ====================

LOSS PER COMMON SHARE                      $             (1.10)  $             (2.79)
                                           ====================  ====================
LOSS PER COMMON SHARE AS A RESULT
  OF DISCONTINUED OPERATIONS               $             (0.49)  $             (1.85)
                                           ====================  ====================
WEIGHTED AVERAGE SHARES USED IN
  COMPUTING LOSS PER
  COMMON SHARE                                       5,347,133             4,315,085
                                           ====================  ====================
</TABLE>


                                       17
<PAGE>
<TABLE>
<CAPTION>

ITIS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
For the years ended December 31, 2003 and 2002



                                           Number of
                                         Common Shares   Common               Additional Paid-                        Treasury
                                             Issued       Stock    Warrants      in Capital       Retained Deficit     Stock
                                         --------------  -------  ----------  -----------------  ------------------  ----------
<S>                                      <C>             <C>      <C>         <C>                <C>                 <C>
Balance, December 31, 2001                  39,383,396   $39,383  $1,213,372  $      24,801,383  $     (18,557,247)  $(284,554)
                                         --------------  -------  ----------  -----------------  ------------------  ----------

Issuance of common stock in
  exchange for debt                          1,793,949     1,795           -            137,383                  -           -
Issuance of stock options for services               -         -           -             45,900                  -           -
Issuance of common stock for services       10,957,143    10,957           -            435,043                  -           -
Issuance of common stock in
  exchange for related party
  accounts payable                           1,440,008     1,440           -             56,160                  -           -
Issuance of common stock warrants                    -         -     191,977                  -                  -           -
Change in Note Receivable issued
  for purchase of common stock                       -         -           -                  -                  -           -
Fair value adjustment to securities
  available for sale                                 -         -           -                  -                  -           -
Purchase of treasury stock                                                                                             (36,323)
Ten for one reverse split of
  common stock                             (48,217,046)        -           -                  -                  -           -
Net loss (restated)                                  -         -           -                  -        (11,989,837)          -
                                         --------------  -------  ----------  -----------------  ------------------  ----------
Balance, December 31, 2002                   5,357,450   $53,575  $1,405,349  $      25,475,869  $     (30,547,084)  $(320,877)
                                         --------------  -------  ----------  -----------------  ------------------  ----------

Issuance of common stock in
  exchange for accounts payable                300,000       300           -             59,700                  -           -
Issuance of common stock for services           40,000        40           -              7,960                  -           -
Change in note receivable issued
  for purchase of common stock                       -         -           -                  -                  -           -
Fair value adjustment to securities
  available for sale                                 -         -           -                  -                  -           -
Purchase of treasury stock                           -         -           -                  -                  -      (2,250)
Reclassify imputed note payable to
  related party to paid-in capital                   -         -           -          2,367,339                  -           -
Net loss                                             -         -           -                  -         (5,812,330)          -
                                         --------------  -------  ----------  -----------------  ------------------  ----------
Balance, December 31, 2003                   5,697,450   $53,915  $1,405,349  $      27,910,868  $     (36,359,414)  $(323,127)
                                         ==============  =======  ==========  =================  ==================  ==========


                                                          Comprehensive
                                          Receivable         Income:
                                             from        Unrealized Gain
                                          Shareholder    on Investments        TOTAL
                                         -------------  -----------------  -------------
<S>                                      <C>            <C>                <C>
Balance, December 31, 2001               $    (45,899)  $          1,083   $  7,167,521
                                         -------------  -----------------  -------------

Issuance of common stock in
  exchange for debt                                 -                  -        139,178
Issuance of stock options for services              -                  -         45,900
Issuance of common stock for services               -                  -        446,000
Issuance of common stock in
  exchange for related party
  accounts payable                                  -                  -         57,600
Issuance of common stock warrants                   -                  -        191,977
Change in Note Receivable issued
  for purchase of common stock                 (4,220)                 -         (4,220)
Fair value adjustment to securities
  available for sale                                -            (12,893)       (12,893)
Purchase of treasury stock                                                      (36,323)
Ten for one reverse split of
  common stock                                      -                  -              -
Net loss (restated)                                 -                  -    (11,989,837)
                                         -------------  -----------------  -------------
Balance, December 31, 2002               $    (50,119)  $        (11,810)  $ (3,995,097)
                                         -------------  -----------------  -------------

Issuance of common stock in
  exchange for accounts payable                     -                  -         60,000
Issuance of common stock for services               -                  -          8,000
Change in note receivable issued
  for purchase of common stock                 50,119                  -         50,119
Fair value adjustment to securities
  available for sale                                -            (78,642)       (78,642)
Purchase of treasury stock                          -                  -         (2,250)
Reclassify imputed note payable to
  related party to paid-in capital                  -                  -      2,367,339
Net loss                                            -                  -     (5,812,330)
                                         -------------  -----------------  -------------
Balance, December 31, 2003               $          -   $        (90,452)  $ (7,402,861)
                                         =============  =================  =============
</TABLE>


                                       18
<PAGE>
<TABLE>
<CAPTION>
ITIS HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
                                                        For the Year ended
                                                           December 31,
                                                   ---------------------------
                                                       2003          2002
                                                   ------------  -------------
                                                                  (restated)
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                <C>           <C>
  Net loss                                         $(5,812,330)  $(11,989,837)
  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        665,877
    Amortization and depreciation                      316,537        539,212
    Impairment charge                                  346,533      6,529,053
    Gain on sales of investments                      (128,739)      (602,773)
    Loss on sale of equipment                              617         10,488
    Loss on sale of database                         2,595,652              -
    Disposal of operating segments                           -      1,598,362
    Changes in:
      Accounts receivable                             (141,232)      (722,929)
      Allowance for doubtful accounts                        -        710,701
      Accrued interest on notes receivable                (983)        (4,220)
      Inventory                                          5,033        (39,856)
      Other assets                                     (41,738)       (82,040)
      Accounts payable                                (102,123)          (387)
      Accrued liabilities                              809,090        147,150
      Deferred revenue                                (154,155)        62,405
      Deposit on sales contract                              -        153,755
                                                   ------------  -------------

    Net cash used in operating activities           (2,299,838)    (3,025,039)
                                                   ------------  -------------

CASH FLOWS FROM INVESTMENT ACTIVITIES:
  Purchase of treasury stock                            (2,250)        (5,374)
  Proceeds from sales of investments                   797,301      1,333,661
  Proceeds from sale of equipment                          750          7,308
  Proceeds from sale of database                       546,044              -
  Additions to assets held for sale                          -       (664,213)
  Additions to furniture and equipment                  (9,238)       (67,426)
  Additions to software                                      -        (96,404)
  Dispositions of furniture and equipment                    -         57,233
                                                   ------------  -------------

    Net cash provided by investment activities       1,332,607        564,785
                                                   ------------  -------------


                                       19
<PAGE>
CASH FLOWS FROM FINANCING ACTIVITIES:
  Bank overdraft                                   $         -   $    (40,813)
  Proceeds from notes payable                          426,061      1,075,000
  Proceeds from imputed note payable                         -      2,173,500
  Advances from related parties                        733,318              -
  Payments on notes payable                           (400,559)      (532,876)
  Payments received on notes receivable                 70,665              -
                                                   ------------  -------------
    Net cash provided by financing activities          829,485      2,674,811
                                                   ------------  -------------

NET (DECREASE) INCREASE  IN CASH AND CASH
  EQUIVALENTS                                         (137,746)       214,557

CASH AND CASH EQUIVALENTS, beginning of period         248,722         34,165
                                                   ------------  -------------

CASH AND CASH EQUIVALENTS, end of period           $   110,976   $    248,722
                                                   ============  =============

SUPPLEMENTAL CASH FLOW INFORMATION:
  Cash paid for interest                           $   114,167   $    303,646
  Cash paid for income taxes                       $         -   $          -
  Non cash investing and financing transactions:
    Fair value of marketable securities received
      as payment on accounts receivable            $    73,380   $     54,524
    Fair value of marketable securities delivered
      as interest payment                          $    36,000   $     54,000
    Fair value of common stock issued
      in lieu of accounts payable                  $         -   $     75,600
    Fair value of common stock issued as
      note reduction                               $         -   $    125,000
Unrealized gains (losses) on investments           $   (90,452)  $    (11,810)
</TABLE>


                                       20
<PAGE>
ITIS HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
NOTE  1-BUSINESS:

ITIS Inc. was originally incorporated as Allied Silver-Lead Company in the State
of 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 as a result of a merger and, among other shareholder actions taken at
that time, the corporate name was changed to Planet Resources, Inc. On March 27,
2001, pursuant to an Amended and Restated Agreement and Plan of Distribution
dated March 13, 2001, Planet Resources was spun-off from ITIS Inc.

Under a Plan and Agreement of Merger dated August 26, 2002, as approved by
resolution adopted by the Board of Directors of ITIS Inc. on that date and by
written consent of a majority of the voting interests of ITIS Inc. on September
18, 2002, ITIS Inc., the Delaware corporation, merged into its wholly owned
subsidiary, ITIS Holdings Inc., a Nevada corporation, effective September 18,
2002. ITIS Holdings Inc. became the surviving corporation after the effective
date of the merger. Under the terms of the Agreement, each issued share of the
common stock of the terminating corporation, ITIS Inc., was converted into
one-tenth (0.1) share of the surviving corporation, ITIS Holdings Inc. Each
issued share of the preferred stock of ITIS Inc. was converted to one share of
preferred stock of ITIS Holdings Inc. ITIS Holdings Inc. has authority to issue
200,000,000 shares of stock, of which 150,000,000 are common stock, $.001 par
value per share, and 50,000,000 are preferred stock, $.001 par value per share.
Unless otherwise noted, all prior period share amounts reflected in the
consolidated financial statements and notes thereto have been adjusted to
account for the one-for-ten reverse split in accordance with the Plan.

ITIS Holdings Inc. owns computer-related subsidiaries that provide
automated litigation support and document management, that operate pharmacies,
and that provide technical support for operations.

The Company provides automated litigation support through its subsidiary,
ITIS, Inc., a Texas corporation, which conducts business as Litidex(R). While
Litidex(R) currently focuses its attention on litigation support services
related to lawsuits involving stock manipulation of publicly held companies,
these services are temporarily suspended as we attempt to renegotiate our
service contracts. PharmHouse Inc. concentrates its efforts in the business of
pharmacy operations.  PharmHouse currently operates one pharmacy that focuses
primarily on electronic prescription services. Another subsidiary, OnPoint
Solutions Inc., provides technical support for PharmHouse and Litidex(R), in the
development and operation of the pharmacies of PharmHouse, and in software and
hardware services for both PharmHouse and Litidex(R). OnPoint also provides the
RightScript(TM) software used by PharmHouse.

Until August 15, 2002, ITIS provided electronic publishing services and
database content through Internet sites with subscription access, licenses, and
transaction fees for databases through its subsidiaries, GoverNet Affairs, Inc.,
National Law Library, Inc. and Brief Reporter, LLC. The content of the databases
consisted of pending legislation, statutory law, rules and case law at the
federal and state levels. As further disclosed in note 7 to the consolidated
financial statements, management of ITIS transferred the customers of the
Internet Services subsidiary GoverNet Affairs, Inc. to another provider in June
2002, and sold the Internet Services operations of National Law Library, Inc.
and Brief Reporter, LLC in August 2002. ITIS no longer maintains any operations
in the Internet Services segment.

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

NOTE  2-SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES:

Basis of Presentation-These consolidated financial statements reflect the
assets, liabilities, results of operations, and cash flows of the business
conducted by ITIS for the years ended December 31, 2002 and 2003.

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.

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. The Company
has made significant estimates related to revenue recognition for automated
litigation support


                                       21
<PAGE>
revenues, valuation and impairment of assets, and collectibility of accounts
receivable. Management believes that it has accounted for these items properly
based upon all of the information available.

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 available-for-sale equity securities 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.

Inventory-Inventory includes drugs and pharmaceutical products of subsidiary
PharmHouse, which are stated at the lower of cost or net realizable value, using
the first-in, first-out method.

Revenue Recognition-Revenues consist of service fees charged for the automated
litigation support services of Litidex(R) and fees charged for products sold in
the pharmacies of PharmHouse. Revenues are recognized in accordance with the
provisions of Staff Accounting Bulletin No. 101, Revenue Recognition in
Financial Statements, 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 recorded a note
receivable from Jurisearch Holdings, LLC related to the sale of National Law
Library assets and Brief Reporter. At December 31, 2003, the balance owed to
National Law Library by Jurisearch is $1,558,304. Because we believe all such
amounts are collectible due to the nature of the agreements and our collection
experience with the payers, we have not recorded an allowance for doubtful
accounts for this receivable. The long-term portion represents the amounts we
estimate will not be paid to us within the next twelve months, discounted by
12%.

Fair value of Financial Instruments-The fair values of financial instruments
approximate their reported carrying amounts at December 31, 2003 due to their
relative short lives for current assets, and liabilities and long-term
liabilities are at interest rates comparable to current market rates. The
carrying cost of long-term note receivable in the amount of $1,828,567 has been
discounted at 12% to approximate fair value of $1,558,304.

Software costs- ITIS applies SOP 98-1, "Software for Internal Use," which
provides guidance on accounting for the cost of computer software developed or
obtained for internal use. 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. For the year ended December
31, 2003, management recorded amortization of software costs in the amount of
$225,683 and an impairment charge in the amount of $210,283. (see note 6)

ITIS uses the straight-line method to amortize software costs. Software assets
at December 31, 2003 and 2002 consist of the following:

<TABLE>
<CAPTION>
                                Useful life
                                 (in years)       2003          2002
                                ------------  ------------  ------------
<S>                             <C>           <C>           <C>
Software costs                        8       $ 1,586,106   $ 1,586,106
Less: Accumulated amortization                $(1,375,823)   (1,150,140)
Less: Impairment charge                          (210,283)            -
                                              ------------  ------------
                                              $         -   $   435,966
                                              ============  ============
</TABLE>

Amortization expense amounted to $225,683 and $186,212 for the years ended
December 31, 2003 and 2002, respectively.


                                       22
<PAGE>
Furniture and Equipment-Furniture and equipment is stated at cost less
accumulated depreciation.  Depreciation is computed using the straight-line
method over a five-year period.  At December 31, 2003 and 2002 accumulated
depreciation was $299,152 and $228,749 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 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. SFAS No. 148 requires companies to disclose
proforma results of the estimated effect on net income and earnings per share to
reflect application of the fair value recognition provision of SFAS No. 123.

<TABLE>
<CAPTION>
                                     Year Ended           Year Ended
                                  December 31, 2003    December 31, 2002
                                 -------------------  -------------------
<S>                              <C>                  <C>
                                                          (restated)
Net loss applicable
  to common shareholders:
    As reported:                 $       (5,812,330)  $      (11,989,837)
    Less: compensation expense
      charged to income:                      8,000              665,877
    Plus: proforma compensation
      expense:                               (8,000)            (803,076)
                                 -------------------  -------------------
Proforma net loss applicable
  to common shareholders:        $       (5,812,330)  $      (12,127,036)
                                 ===================  ===================
Basic loss per common share:
    As reported:                 $            (1.10)  $            (2.78)
    Proforma:                    $            (1.10)  $            (2.81)
</TABLE>

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, 2003 and 2002 have not been included because they are
anti-dilutive.  Accordingly, basic and diluted loss per share is the same for
all periods presented.

New Accounting Pronouncements-Statement of Financial Accounting Standards
("SFAS") No. 141, "Business Combinations", was issued in June 2001 and
effectively eliminates the use of the "pooling of interests" method to account
for business combinations after July 1, 2001. Management believes that the
adoption of this statement will not adversely impact future operations, and all
potential future acquisitions, if consummated, will be accounted for using the
"purchase" method.

SFAS No. 142, "Goodwill and Other Intangible Assets", was issued in June
2001. Required adoption of this statement is effective for all fiscal years
beginning after December 31, 2001. This statement amends SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of", to exclude from its scope goodwill and intangible assets that
are not amortized. Under SFAS No. 142, goodwill and intangible assets with
indeterminate lives will no longer be amortized as expense over estimated useful
lives after December 31, 2001 for assets acquired prior to July 1, 2001, and no
amortization will occur for any goodwill and intangible assets acquired after
June 30, 2001. These costs are to be tested for impairment at least annually, or
more frequently if events or changes in circumstances indicate that the asset
might be impaired.


                                       23
<PAGE>
SFAS No. 143, "Accounting for Asset Retirement Obligations", addresses financial
reporting for obligations associated with the retirement of long-lived assets
that result from the acquisition, construction, development and (or) the normal
operation of a long-lived asset (except for certain obligations of lessees) and
is effective for financial statements issued for fiscal years beginning after
June 15, 2002. The implementation of this standard is not anticipated to have a
material impact on the financial statements of the Company.

SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets", addresses financial accounting and reporting for the impairment or
disposal of long-lived assets as well as expands the qualifications of
discontinued operations and is effective for financial statements issued for
fiscal years beginning after December 15, 2001. ITIS has elected to early adopt
this statement. Accordingly, ITIS has recorded losses from disposal of business
segments in 2003 of $2,595,652 for the disposal of the database assets of
National Law Library and Brief Reporter, and losses from disposal of business
segments in 2002 of $607,656 and $487,177 for the disposal of GoverNet Affairs
and Brief Reporter, respectively (see note 7). Impairment in the amount of
$6,529,053 was recorded to the database assets during the year ended December
31, 2002. Due to the inability of ITIS and its subsidiaries to achieve
profitability and positive cash flow, management has recorded impairment charges
in the amount of $346,533 to software costs and other intangible assets as of
December 31, 2003. (see note 6)

NOTE 3-DISCONTINUED OPERATIONS:

SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets", addresses financial accounting and reporting for the impairment or
disposal of long-lived assets as well as expands the qualifications of
discontinued operations and is effective for financial statements issued for
fiscal years beginning after December 15, 2001. ITIS has elected to early adopt
this statement.

During the year ended December 31, 2002, ITIS recorded a loss from
disposal of business segments of $607,656 for the disposal of GoverNet Affairs
and $487,177 for the disposal of Brief Reporter. (see note 7)

For the year ended December 31, 2002, losses related to the discontinued
operations of GoverNet Affairs amounted to $163,317, and losses related to the
discontinued operations of Brief Reporter amounted to $98,901. Losses from
discontinued operations of $6,607,033 (including impairment charges in the
amount of $6,529,053) were recorded for year ended December 31, 2002 for the
disposal of the Internet Services operations of National Law Library.

NOTE 4-ASSETS HELD FOR SALE:

On August 27, 2002, ITIS subsidiaries National Law Library, Brief Reporter
and Litidex 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. (see note 7) In May 2003, ITIS completed the sale by delivery of
the Database assets of National Law Library and Brief Reporter. In prior
periods, utilizing the deposit method of accounting, these assets have been
carried on the balance sheet as "assets held for sale" and payments received on
the sales contract have been carried as "deposits on Database sales contract."
In completing delivery of the Database assets to JuriSearch, management believes
the criteria has been met to permit revenue recognition and the recording of
cost in relationship to this sale. Accordingly, in the quarter ended June 30,
2003, management recorded $2,423,750 as the sales price, representing the
undiscounted guaranteed minimum payment total per the sales contract, and
reclassified "assets held for sale" in the amount of $4,700,000 to the cost of
the sale, 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
payments received in the amount of $400,183. 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, the Statement of Operations reflects a
net loss of $2,595,652 on disposal of business segments.


                                       24
<PAGE>
NOTE  5-BUSINESS  SEGMENTS:

ITIS Holdings owns subsidiaries that provide automated litigation support and
document and Database management, that operate pharmacies, and that provide
technical support for operations.

<TABLE>
<CAPTION>
                                            SEGMENT INFORMATION
                                            -------------------

TWELVE MONTHS ENDED                       LOSS FROM     INTEREST   TOTAL       DEPRECIATION/
DECEMBER 31, 2003             NET SALES   OPERATIONS    EXPENSE    ASSETS      AMORTIZATION
----------------------------  ----------  ------------  ---------  ----------  --------------
<S>                           <C>         <C>           <C>        <C>         <C>
Database Management           $   46,065  $  (743,524)  $ 162,587  $1,632,218  $      233,977
Automated Litigation Support     471,707     (844,796)    425,528     328,070          42,458
Pharmacy Operations              306,305     (974,056)    366,684     199,240          40,102
                              ----------  ------------  ---------  ----------  --------------
Total, ITIS Holdings Inc.     $  824,077  $(2,562,376)  $ 954,799  $2,159,528  $      316,537
                              ==========  ============  =========  ==========  ==============

TWELVE MONTHS ENDED                       LOSS FROM     INTEREST   TOTAL       DEPRECIATION/
DECEMBER 31, 2002             NET SALES   OPERATIONS    EXPENSE    ASSETS      AMORTIZATION
----------------------------  ----------  ------------  ---------  ----------  --------------
Database Management           $  170,400  $  (746,217)  $ 595,046  $5,233,952  $      216,348
Automated Litigation Support      97,103   (2,328,696)    221,119   2,505,576         309,148
Pharmacy Operations               19,759     (665,058)     56,117     422,272          13,716
                              ----------  ------------  ---------  ----------  --------------
Total, ITIS Holdings Inc.     $  287,262  $(3,739,971)  $ 872,282  $8,161,800  $      539,212
                              ==========  ============  =========  ==========  ==============
</TABLE>

NOTE  6-IMPAIRMENT  OF  LONG-LIVED  ASSETS:

SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets," addresses financial accounting and reporting for the impairment of
long-lived assets and long-lived asses to be disposed of by sale.

-    Assets classified as held for sale are to be reported at the lower of their
     carrying amount or fair value less cost to sell, and, if at the date of
     commitment to the plan to sell the asset, the carrying amount of the assets
     to be sold exceeds the fair value of those assets less the cost to sell, an
     impairment loss should be recognized. Management hired an independent
     appraiser to prepare valuation estimates of future net cash flows projected
     over the twenty-five year life of the sales contract between Jurisearch
     Holdings, LLC and ITIS subsidiaries National Law Library, Brief Reporter
     and Litidex(R) (see note 4), and, based on these estimates, management
     recorded an impairment charge in the quarter ended September 30, 2002 in
     the amount of $6,529,053, which was recorded to "loss from operations of
     discontinued business segments." In determining the impairment charge, an
     assumed 37% income tax rate and 30% discount rate were applied to projected
     future cash flows from the sales contract to determine fair value of the
     assets held for sale.

-    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, management has recorded impairment charges in the
     amount of $346,533 to software costs and other intangible assets as of
     December 31, 2003.

NOTE 7-ACQUISITIONS & DISPOSITIONS:

GoverNet  Affairs

On November 15, 1999, ITIS's board of directors approved the purchase of
GoverNet Affairs, Inc., a Georgia corporation that owned and operated an
Internet site and connected databases that provided subscribers with a Federal
and state legislative tracking and monitoring system. In June 2002, management
of ITIS transferred the customers of GoverNet Affairs to another provider for no
monetary or other consideration and ceased operation of this subsidiary, which
had never reached profitability. As a result, ITIS wrote off $593,529 in assets
at June 30, 2002, representing the net book value of the developed technology of
GoverNet Affairs, originally valued at $1,271,854. A loss on disposition of
$607,656 was recorded in the quarter ended June 30, 2002. For the year ended
December 31, 2002, losses related to the


                                       25
<PAGE>
operations of GoverNet Affairs amounted to $163,317. These losses have been
reported as "discontinued operations" in accordance with SFAS 144.

National Law Library Assets and Brief Reporter

On July 29, 2002 ITIS entered into an Asset Purchase Agreement with
American Legal Data, LLC, a Delaware limited liability company (Buyer). Under
the terms of the Purchase Agreement, ITIS sold to Buyer all right, title and
interest in one complete copy of data consisting of an electronic form of
federal and state constitutions, statutes, regulations, case law, rules and
legal briefs, together with additions, derivations and updates, as it existed on
July 29, 2002. In consideration for these assets, Buyer agreed to pay to ITIS $2
million, of which $25,000 was paid in 2001 and $66,000 was paid at or prior to
closing on July 29, 2002. The balance of the consideration ($1,909,000) is
payable in minimum monthly installments of $16,000 for 120 months beginning
August 16, 2002. Unpaid principal accrues interest at the rate of 8% per year,
and in the 121st month following the closing date, Buyer will make a lump sum
payment equal to the outstanding principal and any accumulated interest. On
February 24, 2003, ITIS agreed to move seven monthly payments of $16,000
($112,000) to the lump sum payment due at the end of the note. At December 31,
2003, the principal balance owed by American Legal Data was $1,892,481. During
the year ended December 31, 2003, $-0- and $112,000 were collected in principal
and interest, respectively, related to this note.

Based on the guidelines of SEC Staff Accounting Bulletin No. 101, Revenue
Recognition in Financial Statements, it is the opinion of management that the
installment method of accounting is appropriate for this sale, as uncertainty
exists as to the ultimate collectibility of the sale price. Accordingly,
management has provided for deferred gross profit in an amount equal to the
outstanding balance of the note receivable at December 31, 2003, or $1,892,481.
Principal and interest payments on the note receivable will be recorded as
income, and a reduction for the principal amount will be recorded to the note
receivable and deferred gross profit, as future payments are received.

National Law Library, a Texas corporation and wholly owned subsidiary of
ITIS, was formed in November 1998 for the purpose of developing and marketing an
Internet destination to be used for legal research. Commercial operations began
in January 1999. On December 10, 1999, ITIS's Board of Directors approved
National Law Library's purchase of Brief Reporter, LLC, a Virginia limited
liability company which owns and operates an Internet site and a connected
database containing appellate briefs and trial memoranda written by attorneys
for certain significant cases in all Federal and state jurisdictions.

On August 27, 2002, ITIS subsidiaries National Law Library, Brief Reporter
and Litidex 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. The Asset Purchase Agreement includes a Security Agreement that
grants to ITIS a security interest in all intellectual property, customers,
equipment, machinery, furniture and fixtures, supplies and assets being
purchased. Payments for the assets will be made monthly over the next
twenty-five years based on a percentage of subscriber income, with guaranteed
monthly minimums totaling in aggregate $2,423,750 over the first five years. At
December 31, 2003, the outstanding balance of guaranteed payments amounted to
$1,828,567.

Management has recorded a loss on disposition of the operations of Brief
Reporter in the quarter ended September 30, 2002 in the amount of $487,177,
which primarily represents the net book value of the Brief Reporter database
content and developed technology. For the year ended December 31, 2002, losses
related to the discontinued operations of National Law Library and Brief
Reporter amounted to $77,980 and $98,901 respectively. These amounts and an
impairment charge of $6,529,053 related to National Law Library and the
operations of Brief Reporter have been reported as "discontinued operations" in
accordance with SFAS 144.

PharmHouse Net Revenue Interest

On July 1, 2002, ITIS and its wholly owned subsidiary PharmHouse entered
into a Purchase Agreement and Grant of Net Revenue Interest with Rainmaker
Ventures, Ltd., a Texas limited partnership in which Hunter M.A. Carr, W. Paul
Thayer and George Roberts are limited partners. Messrs. Carr, Thayer and Roberts
are directors of ITIS and Mr. Carr is the President, Chief Executive Officer,
and Chairman of the Board of ITIS. Under the terms of the Purchase Agreement,
Rainmaker committed to fund up to $2,500,000 to ITIS in exchange for a 50%
interest in the net revenues of the first 14 pharmacy locations opened by
PharmHouse. The Purchase Agreement also grants to Rainmaker an option to acquire
a


                                       26
<PAGE>
50% net revenue interest in an additional 4 pharmacies in exchange for
additional funding of $500,000 to ITIS. As of December 31, 2003, Rainmaker has
funded $2,139,500 of the $2,500,000 purchase price. Although it is the intent of
the parties that a material amount of the purchase price will be used for the
purpose of constructing and opening separately licensed pharmacy locations, the
Agreement does not place any restrictions on the use of such funds by ITIS. The
amount of funding of the $2,500,000 is dependent upon the opening of at least
one separately licensed specialty medication pharmacy for each $166,667 invested
by Rainmaker as of the date of the funding request. While only one pharmacy is
in operation as of the filing date of this Form 10-KSB, Rainmaker has honored
all funding requests made by ITIS. Due to the related-party nature of this
transaction and pursuant to EITF 88-18, management initially recorded the
funding from Rainmaker as a long-term liability of ITIS rather than as deferred
revenue, and recorded accrued interest payable in regard to this liability in
the amount of $193,838 as of December 31, 2003. As of December 31, 2003, the
partners of Rainmaker Ventures, Ltd. have acknowledged in writing that ITIS has
no obligation to repay any of the $2,173,500 in sale proceeds, and management
has reclassified the debt and the related accrued interest to additional
paid-in-capital.

NOTE  8-NOTES  PAYABLE  AND  FINANCING  AGREEMENTS:

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

<TABLE>
<CAPTION>
                             DATE OF         DECEMBER 31,     DECEMBER 31,
LENDER                       ISSUANCE           2003             2002
---------------------------  -------------  --------------  --------------
<S>                          <C>            <C>             <C>
Hunter M.A. Carr, CEO        May 2002       $   2,150,117   $   2,150,117
George A. Roberts, Director  May 2002           1,840,000       1,840,000
W. Allyn Hoaglund, Director  October 2000          50,000          50,000
W. Paul Thayer, Director     May 2002             182,500         182,500
Frost National Bank          February 2002         10,227          18,173
Houston RPM, L.C.            March 2002                 -         249,385
Houston RPM, L.C.            December 2003        282,833               -
Rainmaker Ventures, Ltd.     July 2002                  -       2,173,500
                                            --------------  --------------
                                                4,515,677       6,663,675
Less long-term portion to
Hunter M.A. Carr, CEO        May 2002          (2,150,117)     (2,150,117)
George A. Roberts, Director  May 2002          (1,840,000)     (1,840,000)
W. Paul Thayer, Director     May 2002            (182,500)       (182,500)
Frost National Bank          February 2002         (1,482)        (10,207)
Rainmaker Ventures, Ltd.     July 2002                  -      (2,173,500)
                                            --------------  --------------

Current portion of debt                     $     341,578   $     307,351
                                            ==============  ==============
</TABLE>

As of December 31, 2003 and 2002, the total principal amount owed to Hunter
Carr, CEO of ITIS, was $2,150,117. Accrued but unpaid interest amounted to
$605,033 and $298,663 at December 31, 2003 and 2002, respectively. On May 22,
2002, a new note was issued to Mr. Carr in the amount of $2,150,117 as a renewal
and consolidation of all prior notes. The note bears interest at the rate of 18%
per year, and is payable on demand after one year.  In connection with the new
note, ITIS issued detachable warrants to Mr. Carr to purchase up to 2,464,977
shares of common stock of ITIS at $.96 per share and cancelled any and all
rights to convert principal and interest of the prior notes to common stock.
Expense of $99,074 related to the issuance of these warrants was recorded in May
2002.With respect to this note payable, Mr. Carr has provided written commitment
to ITIS to provide forbearance and extend the due date on such note to at least
July 15, 2005, 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, the
note has been classified as long-term.

On May 22, 2002, a note was issued to George A.Roberts in the amount of
$1,840,000 as a renewal and consolidation of all prior notes payable to him. The
note bears interest at the rate of 18% per year, and is payable on demand after
one year.


                                       27
<PAGE>
In connection with the new note, ITIS issued detachable warrants to Dr. Roberts
to purchase up to 2,107,352 shares of common stock of ITIS at $.96 per share and
cancelled any and all rights to convert principal and interest of the prior
notes to common stock. Expense of $84,700 related to the issuance of these
warrants was recorded in May 2002. With respect to this note payable, Dr.
Roberts has provided written commitment to ITIS to provide forbearance and
extend the due date on such note to at least July 15, 2005, 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, the note has been classified as
long-term.

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

On May 22, 2002, a note was issued to W. Paul Thayer in the amount of
$182,500 as a renewal and consolidation of all prior notes payable to him. The
note bears interest at the rate of 18% per year, and is payable on demand after
one year.  In connection with the new note, ITIS issued detachable warrants to
Mr. Thayer to purchase up to 204,102 shares of common stock of ITIS at $.96 per
share and cancelled any and all rights to convert principal and interest of the
prior notes to common stock. Expense of $8,203 related to the issuance of these
warrants was recorded in May 2002. With respect to this note payable, Mr. Thayer
has provided written commitment to ITIS to provide forbearance and extend the
due date on such note to at least July 15, 2005, 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, the note has been classified as long-term.

In March 2002, ITIS wholly owned subsidiary National Law Library executed a
promissory note for $425,000 in favor of Houston RPM, L.C. The note bore
interest at 18% per year and was payable in monthly installments including
principal and interest commencing April 1, 2002. On April 17, 2002, National Law
Library executed a new promissory note for $675,441 in favor of Houston RPM,
L.C. This note refinanced $325,441 of the note dated March 1, 2002 in the
original amount of $425,000, and provided $350,000 in new funding to National
Law Library. The note bore interest at 18% per year and was payable in monthly
installments including principal and interest commencing May 17, 2002. At
December 31, 2002, the total principal amount owed to Houston RPM, L.C. relating
to this note was $249,385. On April 21, 2003, National Law Library executed a
new promissory note for $200,000 in favor of Houston RPM, L.C. This note
refinanced $75,127 of the note dated April 17, 2002 in the original amount of
$675,441, and provided $124,873 ($126,061 less accrued interest of $1,188) in
new funding to National Law Library. The note bore interest at 18% per year and
was payable in monthly installments including principal and interest commencing
May 21, 2003. As of December 31, 2003, this note was paid in full.

On July 1, 2002, ITIS and its wholly owned subsidiary PharmHouse entered
into a Purchase Agreement and Grant of Net Revenue Interest with Rainmaker
Ventures, Ltd., a Texas limited partnership in which Hunter M.A. Carr, W. Paul
Thayer and George Roberts are limited partners. Messrs. Carr, Thayer and Roberts
are directors of ITIS and Mr. Carr is the President, Chief Executive Officer,
and Chairman of the Board of ITIS. Under the terms of the Purchase Agreement,
Rainmaker committed to fund up to $2,500,000 to ITIS in exchange for a 50%
interest in the net revenues of the first 14 pharmacy locations opened by
PharmHouse. The Purchase Agreement also grants to Rainmaker an option to acquire
a 50% net revenue interest in an additional 4 pharmacies in exchange for
additional funding of $500,000 to ITIS. As of December 31, 2003, Rainmaker has
funded $2,139,500 of the $2,500,000 purchase price. Although it is the intent of
the parties that a material amount of the purchase price will be used for the
purpose of constructing and opening separately licensed pharmacy locations, the
Agreement does not place any restrictions on the use of such funds by ITIS. The
amount of funding of the $2,500,000 is dependent upon the opening of at least
one separately licensed specialty medication pharmacy for each $166,667 invested
by Rainmaker as of the date of the funding request. While only one pharmacy is
in operation as of the filing date of this Form 10-KSB, Rainmaker has honored
all funding requests made by ITIS. Due to the related-party nature of this
transaction and pursuant to EITF 88-18, management initially recorded the
funding from Rainmaker as a long-term liability of ITIS rather than as deferred
revenue, and has recorded accrued interest payable in regard to this liability
in the amount of $193,838 as of December 31, 2003. As of December 31, 2003, the
partners of


                                       28
<PAGE>
Rainmaker Ventures, Ltd. have acknowledged in writing that ITIS has no
obligation to repay any of the $2,173,500 in sale proceeds, and management has
reclassified the debt and the related accrued interest to additional
paid-in-capital.

On December 2, 2003, ITIS wholly owned subsidiaries ITIS, Inc. dba
Litidex(R) and National Law Library executed a promissory note for $300,000 in
favor of Houston RPM, L.C. The note bears interest at 18% per year, is payable
in monthly installments including principal and interest commencing January 2,
2004, and is secured by assignment of the Asset Purchase Agreement between
National Law Library, Brief Reporter and Jurisearch Holdings, LLC dated August
16, 2002 (see note 7). The amount of each monthly installment shall equal
payments received pursuant to the Asset Purchase Agreement, but in no event
shall the payment be less than $40,000 per month. Any unpaid principal and
interest is due in full on August 2, 2004. As of December 31, 2003, the balance
due to Houston RPM was $282,833.

During the year ended December 31, 2003, Hunter M.A. Carr, President,
Chief Executive Officer and Chairman of the Board of ITIS, and the partners of
Rainmaker Ventures, Ltd., a Texas limited partnership in which Mr. Carr, W. Paul
Thayer and George Roberts are limited partners, advanced $733,318 to ITIS on a
short-term, non-interest bearing basis. Messrs. Carr, Thayer and Roberts are
directors of ITIS.

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

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

On December 5, 2000, ITIS executed a convertible promissory note in the
face amount of $500,000 in favor of Cootes Drive. The note was a demand note to
accrue interest at the rate of 5% per annum, and the principal could have been
converted to common stock of ITIS. In connection with this promissory note, ITIS
issued a warrant to Cootes Drive for 41,650 shares of ITIS common stock at an
exercise price of $0.288 per share.  A commission of $17,500 and legal fees of
$30,000 related to the equity line financing arrangement were paid from the
proceeds of this note. On December 5, 2000, ITIS also entered into a side letter
agreement that obligated Cootes Drive to provide an additional $500,000 on
January 14, 2001, in exchange for another convertible promissory note, on
similar terms.  This additional funding never occurred.

ITIS  disputes  the  validity  of the $500,000 convertible promissory note
dated  December  5, 2000, on the grounds that this convertible note is a part of
Cootes  Drive's  efforts  to  defraud ITIS and to manipulate the price of ITIS's
stock. This convertible note and the associated funding transactions are all the
subject  of  ITIS's suit against Cootes Drive and others (see note 11). The note
is  reflected  on the accompanying balance sheet as a current liability entitled
"Disputed  Note  to  Cootes  Drive  LLC."

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

NOTE 10-INCOME TAXES:

ITIS has had losses since inception and, therefore, has not been subject to
federal income taxes.  As of December 31, 2003 and 2002, ITIS had accumulated
net operating loss ("NOL") carryforwards for income tax purposes of
approximately $31.2 million and $24.7 million, respectively, resulting in
deferred tax asset amounts of  $10.6 million and $8.4 million, respectively.
These carryforwards begin to expire in 2018 through 2023.  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


                                       29
<PAGE>
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 under the terms of operating leases. ITIS is
committed to making monthly payments of $7,298 under a lease agreement for
corporate office space that expires in June 2004. PharmHouse leases office space
pursuant to a lease agreement requiring monthly payments of  $595 through
December 2003, and $695 monthly thereafter on a month-to-month basis. Rent
expense under operating leases was $171,054 and $170,993 for the years ended
December 31, 2003 and 2002, respectively.

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

<S>                        <C>
          2004              81,617
          2005              31,458
          2006              17,686
                           -------
          Total            130,761
                           =======
</TABLE>

Litigation

On January 26, 2001, in order to protect ITIS and its stockholders, ITIS
filed a lawsuit in United States District Court for the Southern District of
Texas, Houston Division, against Southridge Capital Management and several other
defendants, including Cootes Drive LLC, an alleged "straw man," for damages
resulting from alleged stock manipulation, federal securities law violations,
civil RICO, fraud, violations of Texas securities laws and other Texas statutes,
and conspiracy. The case also alleges misrepresentations by co-conspirators in
connection with certain funding transactions by the defendants with ITIS.  All
defendants filed a joint motion to transfer this case to New York to be
consolidated with the lawsuit filed against us, described below.  The United
States District Judge granted this motion and the case has been transferred to
the Southern District of New York.  The defendants filed motions to dismiss the
case, and on July 17, 2002, the Judge issued an opinion refusing dismissal,
which stated: "the court is fully prepared to assist the parties in moving this
case forward to trial without undue delay."

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

On July 7, 2003, Judge Robert Carter of the Southern District of New York
issued an opinion dismissing ITIS's claims of violations of federal and state
securities laws and regulations, stock manipulation, breach of contract, and
tortious interference against Southridge Capital Management LLC and others. The
dismissal was based on actions of the lawyers representing ITIS and was a
sanction for the lawyers' conduct. Management of ITIS believes this sanction is
inappropriate for the conduct alleged, particularly because it was not based on
the conduct of ITIS, and because there was no prior


                                       30
<PAGE>
sanction before the "death penalty."  ITIS appealed the matter to the Second
Circuit Court of Appeals, and on April 22, 2004, the appeal was dismissed based
on lack of jurisdiction because the defendants have unresolved claims. The case
is again pending before Judge Carter, and several motions await his ruling. The
opinion is available on our Website, www.itisinc.com.

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

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

NOTE 12-COMMON AND PREFERRED STOCK:

Under a Plan and Agreement of Merger dated August 26, 2002, as approved by
resolution adopted by the Board of Directors of ITIS Inc. on that date and by
written consent of a majority of the voting interests of ITIS Inc. on September
18, 2002, ITIS Inc., the Delaware corporation, merged into its wholly owned
subsidiary, ITIS Holdings Inc., a Nevada corporation, effective September 18,
2002. ITIS Holdings Inc. became the surviving corporation after the effective
date of the merger. Under the terms of the Agreement, each issued share of the
common stock of the terminating corporation, ITIS Inc., was converted into
one-tenth (0.1) share of the surviving corporation, ITIS Holdings Inc. Each
issued share of the preferred stock of ITIS Inc. was converted to one share of
preferred stock of ITIS Holdings Inc. ITIS Holdings Inc. has authority to issue
200,000,000 shares of stock, of which 150,000,000 are common stock, $.001 par
value per share, and 50,000,000 are preferred stock, $.001 par value per share.
Unless otherwise noted, all prior period share amounts reflected in the
following discussion of common and preferred stock have been adjusted to account
for the one-for-ten reverse split in accordance with the Plan.

On February 28, 2002, Stephen A. Fonicello, holder of a demand promissory note
dated February 28, 2001 in the principal amount of $25,000, exercised his option
to convert the note plus accrued interest into restricted common shares of ITIS.
Accordingly, on March 4, 2002, ITIS issued 19,238 restricted common shares to
Mr. Fonicello, such shares representing $25,000 in principal and $2,068 in
accrued and unpaid interest at February 28, 2002.

On April 2, 2002, Phoenix Energy Consulting Services, Inc., holder of a demand
promissory note dated January 16, 2001 in the principal amount of $100,000,
exercised the option to convert the note plus accrued interest into restricted
common shares of ITIS. Accordingly, on April 2, 2002, ITIS issued 160,157
restricted common shares to the lender, such shares representing $100,000 in
principal and $12,109 in accrued and unpaid interest at April 2, 2002.

On April 11, 2002, ITIS entered into an agreement with a vendor pursuant to
which ITIS issued 25,714 shares of restricted common stock, valued at $18,000,
as consideration for professional services rendered during the 1st quarter of
2001.


                                       31
<PAGE>
On September 6, 2002, at the recommendation of the Compensation Committee and
with the approval of the Board of Directors, ITIS issued 1,214,001 shares of
restricted common stock, valued at $485,600, to members of its Board of
Directors and key employees as compensation for services rendered and in payment
of accrued but unpaid directors fees and expenses as follows:

<TABLE>
<CAPTION>
                                            Number of
Recipient                                   Shares     Value
------------------------------------------  ---------  --------
<S>                                         <C>        <C>
Hunter M.A. Carr, President and CEO           175,000  $ 70,000
George A. Roberts, Director                   119,324    47,729
W. Paul Thayer, Director                      125,000    50,000
W. Allyn Hoaglund, Director                   120,000    48,000
Kelley V. Kirker, Director and COO            152,177    60,871
Walter B. Rae, Director                       117,500    47,000
Donald W. Sapaugh, past Director               80,000    32,000
K. Charles Peterson, General Counsel           87,500    35,000
Carol A. Wilson-Story, Corporate Secretary     75,000    30,000
Kara A. Kirker, Corporate Treasurer            50,000    20,000
Joanna Hoover, CFO                             75,000    30,000
Michael Hluchanek, Chief Programmer            37,500    15,000
                                            ---------  --------

                                            1,214,001  $485,600
                                            =========  ========
</TABLE>

On  June  10, 2003, ITIS issued 300,000 shares of restricted common stock,
valued  at  $60,000,  pursuant to a Settlement Agreement and Mutual Release with
its  previous  landlord.  ITIS  had  a  recorded liability for rent expense with
respect  to  its  previous location, and by agreement with the previous landlord
this  liability  has  now  been  extinguished  in exchange for 300,000 shares of
restricted  stock  and  monthly  payments  commencing  July  1,  2003 and ending
December  15,  2005 in the amount of $4,167 each. As a result of this agreement,
accrued  rent  payable  was  reduced  by  $60,000  in  June  2003.

On  June  10,  2003, ITIS issued 40,000 shares of restricted common stock,
valued  at  $8,000,  to W. Paul Thayer, a Director of ITIS, as consideration for
services  rendered  as  an  outside  director.  This  award  was  recorded  as
compensation  expense  in  June  2003.

Through December 2000, holders of 138.92 shares of Series A convertible
preferred stock converted the preferred shares to 313,715 shares of common
stock.  At December 31, 2003 and 2002, 161.08 shares of Series A convertible
preferred stock remain outstanding.

NOTE  13-STOCK  OPTIONS  AND  WARRANTS:

On March 26, 1999, the board of directors and the majority stockholders of ITIS
adopted the 1999 Stock Option Plan for ITIS.  Under the Plan, the compensation
committee of the board of directors, consisting of at least two non-employee
members of the board of directors, may grant stock options to purchase common
stock of ITIS (either incentive or non-qualified stock options) and stock
appreciation rights to officers and employees, including directors who are
employees, of ITIS.  The Compensation Committee has discretion to determine the
terms and conditions upon which the options may be exercised.  Originally, the
stockholders approved 30,000 shares of common stock for the grant of options
under the Plan, subject to anti-dilution provisions.  In February 2000, the
stockholders approved a resolution increasing this number to 300,000 shares.

Also, on March 26, 1999, the board of directors and the majority stockholders
approved the 1999 Director Option Plan. The Director Plan provides for automatic
grants of stock options to non-employee directors.  ITIS has reserved 20,000
shares of common stock for the grant of options under the Director Plan, subject
to anti-dilution adjustments.  As of December 31, 200, 11,500 options were due
to non-employee directors under the Director Option Plan; however, no options
had been issued under either the Stock Option Plan or the Director Option Plan.


                                       32
<PAGE>
At the September 2001 annual meeting, stockholders ratified the 2001 Executive
Stock Option Plan which had been approved by the board of directors in March
2001.Under the Plan, the stock option committee of the board of directors,
consisting of at least two non-employee members of the board of directors, may
grant stock options to purchase up to 700,000 shares of common stock of ITIS
(either incentive or non-qualified stock options) to employees of ITIS or its
subsidiary corporations. The stock option committee has discretion to determine
the terms and conditions upon which the options may be exercised. 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.

ITIS granted certain stock options and warrants outside both the Stock Option
Plan and the Director Option Plan during the year ended December 31, 2002 as
summarized below. There were no stock options or warrants granted during the
year ended December 31, 2003.

<TABLE>
<CAPTION>
                             Year Ended             Year Ended
                       ---------------------  ---------------------
                         December 31, 2003      December 31, 2002
                       ---------------------  ---------------------
                       Weighted               Weighted
                       Average                Average
                       Exercise   Number of   Exercise   Number of
                       Price      Shares      Price      Shares
                       ---------  ----------  ---------  ----------
<S>                    <C>        <C>         <C>        <C>
Options Outstanding,
  Beginning of Period  $    3.01  5,217,688   $   27.10    443,257
Options Granted        $       -          -   $    0.77     60,000
Warrants Granted       $       -          -   $    0.96  4,776,431
Options Cancelled      $   26.02    (15,757)  $   15.08    (62,000)
Options Exercised              -          -           -          -
                                  ----------             ----------
Options Outstanding,
  End of Period        $    2.94  5,201,931   $    3.01  5,217,688
                                  ==========             ==========
Options Exercisable,
  End of Period        $    2.94  5,201,931   $    3.01  5,217,688
                                  ==========             ==========
</TABLE>

     Other information regarding stock options outstanding at December 31, 2003
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           1.3-2.5  4,866,431  $    0.96  4,866,431  $    0.96
$   30.00-35.60        1.3-5.3    325,000  $   31.11    325,000  $   31.11
$   45.00-51.90        1.6-3.7     10,500  $   47.96     10,500  $   47.96
</TABLE>

On March 1, 2002, ITIS issued stock options to Merit Financial, Inc. to purchase
60,000 shares of ITIS's common stock at an exercise price defined as the market
price of the stock on the date that the option is exercised, less fifteen
percent. These options were issued in exchange for consulting services
previously provided to ITIS, and related expense of $45,900 was recorded in
March 2002.

On May 22, 2002, in conjunction with the renewal and consolidation of various
notes payable to Hunter M.A. Carr, W. Paul Thayer, and George A. Roberts (see
note 8), ITIS cancelled any and all rights to convert principal and interest of
prior notes payable to them to common stock and instead issued warrants to Carr,
Thayer and Roberts to purchase up to


                                       33
<PAGE>
2,464,977, 204,102, and 2,107,352 shares of common stock, respectively, at $.96
per share. Expense of $191,977 and an equal amount of equity related to issuance
of these warrants was recorded in May 2002.

NOTE  14-CONDITIONS  AFFECTING  ONGOING  OPERATIONS:

ITIS's financial statements are prepared using principles applicable to a going
concern, which contemplate the realization of assets and liquidation of
liabilities in the normal course of business. We do not at this time have an
established source of revenues, working capital or cash flow to cover operating
costs to allow the Company to remain in business. Management's business plan
realizes that revenues to be generated by the automated litigation support
services of Litidex(R) and the PharmHouse stores are critical in providing some
of the funds necessary to continue company operations and to remain in business.
However, the litigation support services of Litidex(R) are temporarily suspended
as we attempt to renegotiate our service contracts, and the pharmacy operations
of PharmHouse have not yet produced positive cash flow. It is possible that
revenues from these subsidiaries may never be sufficient to meet company needs.
Management plans to continue to utilize additional loans from Mr. Carr
(President and Chairman of the Board of Directors of ITIS) and other directors
and investors as long as funds from these sources remain available. If adequate
funding from the operations of Litidex(R), PharmHouse or other sources is not
available, ITIS will be unable to remain in business.

ITIS may be required to obtain additional financing or equity capital to remain
in business, and that capital, if available, may have provisions that could
further suppress current and future stock prices and cause significant dilution
to current shareholders. Our internally generated cash flows from operations
have historically been insufficient for our cash needs and will continue to for
the foreseeable future. While management projects that the internal source of
liquidity may improve, this objective may not be achieved in the near term, if
ever. As of May 7, 2004, sources of external and internal financing are very
limited. It is not expected that the internal source of liquidity will improve
until significant net cash is provided by operating activities (which may not be
achieved), and until such time, ITIS will rely upon external sources for
liquidity.

As reflected in the accompanying financial statements, ITIS has incurred
$36,359,414 in losses since inception and has used significant amounts of cash
in operating the company.   Our current working capital is not sufficient to
cover cash requirements for the 2004 fiscal year or to bring the Company to a
positive cash flow position. ITIS may not ever become profitable and could fail
as a going concern.

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

NOTE  15-SUBSEQUENT  EVENTS:

Notes  Payable  and  Financing  Agreements

On March 15, 2004, ITIS Inc. dba Litidex(R) and National Law Library
executed a new promissory note for $307,451 to Houston RPM, L.C. This note
refinanced $207,451 of the note dated December 2, 2003, and provided $100,000 in
new funding to National Law Library. The note bears interest at 18% per year,
and is secured by assignment of the Asset Purchase Agreement between National
Law Library, Brief Reporter and Jurisearch Holdings, LLC dated August 16, 2002
(see note 7). The amount of each monthly installment shall equal payments
received pursuant to the Asset Purchase Agreement, but in no event shall the
payment be less than $32,500 per month. Any unpaid principal and interest is due
in full on November 15, 2004.

On May 4, 2004, ITIS subsidiary National Law Library executed a promissory
note for $100,000 to Frost National Bank, Houston, Texas. The note bears
interest at 4.5% and is payable in one principal payment plus accrued interest
on August 2, 2004. Hunter Carr, Chief Executive Officer of ITIS, personally
guarantees and has provided personal assets as collateral for this note payable.


                                       34
<PAGE>
NOTE 16 - RESTATEMENT OF PREVIOUSLY REPORTED STATEMENTS OF OPERATIONS

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

A summary of the restatement is as follows:

<TABLE>
<CAPTION>
                                         FOR THE YEAR ENDED DECEMBER 31, 2002
                                     --------------------------------------------
                                      As previously   Restatement        As
                                        reported      adjustments     restated
                                     ---------------  ------------  -------------
<S>                                  <C>              <C>           <C>
Shareholder's deficit:
  Accumulated deficit                $  (29,836,383)     (710,701)  $(30,547,084)

Revenues                             $      997,963      (710,701)  $    287,262
Net loss attributable to common
  shareholders                       $  (11,325,667)     (710,701)  $(12,036,368)

Basic and diluted loss attributable
  to common shareholders per
  common share                       $        (2.62)        (0.17)  $      (2.79)
</TABLE>


                                       35
<PAGE>
ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Effective April 24, 2003, Fitts, Roberts & Co., P.C.  was dismissed as the
independent accountants for ITIS, and Malone & Bailey, PLLC  was appointed as
the Company's new independent accountants. Fitts, Roberts & Co., P.C. has
audited the Company's accounts since September 30, 2002. The most recently
audited consolidated financial statements are for the year ended December 31,
2002.

The Company's Board of Directors approved this action.

The December 31, 2002 audit report of Fitts, Roberts & Co., P.C. did not contain
a disclaimer of opinion and was not qualified or modified as to audit scope or
accounting principles; however it did contain the following emphasis paragraph
for an uncertainty:

"The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has a deficit equity
position of $1.3 million at December 31, 2002 and incurred net losses of $11.3
and $7.4 million during 2002 and 2001. These and other conditions, more fully
described in Note 15, raise substantial doubt about the Company's ability to
continue as a going concern. The financial statements do not include any
adjustments relating to the recoverability and classification of recorded
assets, or the amounts and classification of liabilities that might be necessary
in the event the Company cannot continue in existence."

During fiscal 2002 and 2003 from the date Fitts, Roberts & Co., P.C. was hired
on September 16, 2002 through the date of their dismissal, there were no
disagreements other than the following on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreement, if not resolved to the satisfaction of Fitts, Roberts & Co., P.C.,
would have caused it to make reference to the subject matter of the disagreement
in connection with its report on the financial statements of the Company for
such period.

The Company's primary asset is a database, the National Law Library Database
("NLL Database"). Based on a sales agreement the Company entered in August 2002
with a third party, which did not meet the accounting criteria to be recorded as
a sale, the asset was classified as "held for sale" at both September 30, and
December 31, 2002. The sales transaction was deemed a "triggering event," and
management performed an impairment review of the NLL Database as of September
30, 2002. Based on this review, management determined no impairment charge was
required at September 30, 2002, and carried the NLL Database at cost
($11,229,053) in the Company's September 30, 2002, Form 10-Q. During their
review of the third quarter 10-Q, Fitts, Roberts & Co., P.C. concurred with the
reasonableness of management's impairment review, but indicated that for the
year-end audit, they believed an independent appraisal would be required in the
determination of the fair value of the NLL Database.

Management arranged for the independent appraisal of the NLL Database as of
December 31, 2002. During the appraisal process, there was disagreement
regarding management's initial instructions to the independent appraiser
concerning assumptions the appraiser should make and regarding the inclusion of
possible tax benefits in the fair value of the NLL Database. These disagreements
were ultimately resolved, and as a result, the NLL Database was written down
pursuant to Statement of Financial Accounting Standards No. 144 as of December
31, 2002, by $6,529,053 to a new carrying value of $4,700,000. The Company
restated its September 30, 2002, Form 10-Q to record an impairment charge of
$6,529,053 for the NLL Database held for sale in that quarter.


                                       36
<PAGE>
Management does not consider the foregoing matters to be "disagreements".
Neither the audit committee nor the full board of directors discussed the
foregoing matters directly with Fitts, Roberts & Co., P.C., although the audit
committee was informed, both by management and Fitts, Roberts & Co., P.C., of
the effect of the resolution of these items. Management authorized Fitts,
Roberts & Co., P.C. to respond fully to all inquiries of Malone & Bailey, PLLC
concerning any and all matters, with no limitations thereon.

During 2001 and 2002 and also during the interim period from January 1 through
April 24, 2003, we did not consult with Malone & Bailey, PLLC regarding the
application of accounting principles, the type of audit opinion, any matter that
was the subject of a disagreement, or any reportable event.

ITEM 8A. CONTROLS AND PROCEDURES

The Company has adopted and implemented internal disclosure controls and
procedures designed to provide reasonable assurance that all reportable
information will be recorded, processed, summarized and reported within the time
period specified in the SEC's rules and forms.  Under the supervision and with
the participation of 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.  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 six 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 April 30, 2004:

<TABLE>
<CAPTION>
NAME                 AGE  POSITION WITH ITIS
-------------------  ---  -------------------------------------------------------
<S>                  <C>  <C>
Hunter M.A. Carr. .   56  Chairman of the Board of Directors, President and Chief
                          Executive Officer

W. Allyn Hoaglund .   56  Director, Chairman of Audit Committee, Chairman of
                          Litigation Committee

Kelley V. Kirker. .   44  Director and Chief Operations Officer

George A. Roberts .   85  Director and member of Compensation Committee

W. Paul Thayer. . .   84  Director and Chairman of Compensation Committee

Walter B. Rae . . .   76  Director and member of Audit Committee

K. Charles Peterson   60  General Counsel


                                       37
<PAGE>
Kara A. Kirker. . .   41  Treasurer, and Chief Financial Officer and Treasurer of
                          National Law Library

Joanna Hoover . . .   54  Chief Financial Officer

Carol Ann Wilson. .   62  Corporate Secretary
</TABLE>

HUNTER M.A. CARR is 56 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 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. Mr. Carr serves as a director of IExalt, Inc.

W. ALLYN HOAGLUND is 56 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.

KELLEY V. KIRKER is 44 years old and has been a director since March 30, 1999.
Mr. Kirker served as one of our vice presidents from June 15, 1999 until July
13, 1999. He has also served as a director of National Law Library since July 1,
1999.  On October 1, 1999, Mr. Kirker was appointed chief executive officer of
ITIS Litidex. In May 2002, he resigned as chief executive officer of ITIS
Litidex and became president and chief executive officer of OnPoint Solutions
Inc. Prior to that, since April 1994, he served as president and chief operating
officer of ITIS Litidex.  From 1987 until 1994, he was employed by MLSI, Inc., a
company engaged in litigation support service and owned by Mr. Carr. Prior to
1987, Mr. Kirker was employed for approximately five years by Texaco, Inc. in
its computer information service area.

GEORGE A. ROBERTS is 85 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 84 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


                                       38
<PAGE>
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.

WALTER  B.  RAE is 76 years old and has been a director since June 20, 2002. Mr.
Rae's business career began with Minnesota Mining & Manufacturing Company, where
he served as Southern Sales Manager of its Reflective Products Division. From 3M
he became General Manager of Wetmore & Co., a large creative printer in Houston,
and  later  founded  Screen  Graphics, Inc., a silk screen printing company that
grew  to  a large graphics company. Screen Graphics, Inc. was ultimately sold to
Lighting  Systems,  Inc., a publicly traded company. Mr. Rae retired in 1991 and
has  consulted  with  graphics  companies  since  that  time.

K. CHARLES PETERSON joined us as our general counsel in May 2000.  He graduated
from Harvard College, Class of 1965, with an A.B. in Mathematics.  Peterson was
a first lieutenant in the U.S. Army and was decorated for service in Vietnam.
In 1976 he graduated summa cum laude from South Texas College of Law, where he
received the Mary Moody Northen Award for Scholastic Excellence, was on Law
Review, and received numerous American Jurisprudence awards.  A former partner
of the Reynolds, Allen & Cook Law Firm, Peterson has continued in private
practice since 1976.  In recent years he co-founded the Trinity Life Center,
which provides services for more than 4,500 abused children each year.

KARA A. KIRKER has served as our Treasurer and as National Law Library's Chief
Financial Officer and Treasurer since October 1, 1999.  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.  In addition to being a certified public
accountant, she holds licenses in the fields of insurance, securities and
investments.  On June 6, 2000, Ms. Hoover became our Chief Financial Officer.
Since October 2003, Ms. Hoover has 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.

CAROL ANN WILSON-STORY joined us as Secretary and Vice President of Content and
Secretary for National Law Library in June 1999.  Since July 2000 she has served
as Corporate Secretary for ITIS and worked exclusively in ITIS's executive
offices.  From September 1995 to April 1999, Ms. Wilson served as the legal
secretary and personal assistant to John M. O'Quinn, P.C.  From 1980 to 1995,
she was the legal secretary to Joe H. Reynolds.  Since 1985, Ms. Wilson has been
an active member and speaker in various state and national legal secretarial and
paralegal organizations.  She is the author of Plain Language Pleadings
(Prentice Hall 1996), and has been published in national trade journals and
other publications.  She is active in Plain Language Association International,
Legal Secretaries International Inc., and Gulf Coast Mensa.

Family Relationships

Kara A. Kirker is a niece by marriage of Hunter M.A. Carr.  Kelley V. Kirker is
married to Ms. Kirker.

Audit Committee and Audit Committee Financial Expert

The Audit Committee of ITIS consists of Walter B. Rae and W. Allyn Hoaglund,
each of whom 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


                                       39
<PAGE>
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, 2003, 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
41939, Houston, Texas 77241.

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, 2001, 2002 and
2003.  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, 2003, 2002 AND 2001

                                        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,          2003  $142,500  $     -  $           -  $         -           -  $      -  $           -
  Chairman of the Board,   2002  $182,250  $     -  $           -  $    60,000           -  $      -  $           -
  President and Chief      2001  $180,000  $     -  $           -  $         -           -  $      -  $           -
  Executive Officer
Kelley V. Kirker,          2003  $120,000  $     -  $           -  $         -           -  $      -  $           -
  Chief Operating Officer  2002  $121,500  $     -  $           -  $    50,000           -  $      -  $           -
  of ITIS Holdings and     2001  $120,000  $     -  $           -  $         -           -  $      -  $           -
  President of OnPoint
  Solutions
Joanna Hoover,             2003  $116,250  $     -  $           -  $         -           -  $      -  $           -
  Chief Financial Officer  2002  $121,000  $     -  $           -  $    30,000           -  $      -  $           -
                           2001  $120,000  $     -  $           -  $         -           -  $      -  $           -
</TABLE>

During the year ended December 31, 2003 ITIS did not grant any stock options or
stock appreciation rights.


                                       40
<PAGE>
There were no exercises of stock options by employees of ITIS during the year
ended December 31, 2003. The number and value of securities underlying
unexercised options held on December 31, 2003 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>
DECEMBER 31, 2003

Hunter M.A. Carr             -  $           -     2,589,977               -  $          -  $             -
</TABLE>

(1)  Based on the difference between the option exercise prices and the closing
sale prices of $.05 and $.10 of our common stock as reported on the
over-the-counter bulletin board on December 31, 2003 and 2002, respectively,
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:


                                       41
<PAGE>
     -    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.

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

The following table sets forth information as of May 7, 2004 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 41939, Houston, Texas, 77241.

<TABLE>
<CAPTION>
                                       BENEFICIALLY       OUTSTANDING
NAME                                   OWNED              SHARES (1)
<S>                                    <C>           <C>  <C>
Hunter M.A. Carr                          4,384,245  (2)         54.2%
Kelley V. Kirker                            310,657  (3)          5.7%
Paul Thayer                                 406,602  (4)          7.1%
George A. Roberts                         2,256,676  (5)         29.7%
Walter B. Rae                               132,500               2.4%
W. Allyn Hoaglund                           130,000               2.4%
K. Charles Peterson                          98,567               1.8%
Joanna Hoover                                82,500               1.5%
Carol Ann Wilson                             77,848               1.4%
                                       ------------       ------------

All officers and directors as a group     7,879,595  (6)         75.8%
                                       ============       ============
</TABLE>

(1)  Percentage of beneficial ownership is based on 5,495,743 shares of common
     stock outstanding as of May 13, 2004. 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 April 23, 2004, 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 85,000 shares held by Mr. Kirker's spouse, as to which Mr. Kirker
     disclaims beneficial ownership.

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

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

(6)  Includes options and warrants to purchase 4,901,431 common shares that are
     currently exerciseable.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

As  of  December  31,  2003  and  2002, the total principal amount owed to
Hunter  Carr,  CEO of ITIS, was $2,150,117. Accrued but unpaid interest amounted
to $605,033 and $298,663 at December 31, 2003 and 2002, respectively. On May 22,
2002, a new note was issued to Mr. Carr in the amount of $2,150,117 as a renewal
and consolidation of all prior notes. The note bears interest at the rate of 18%
per  year,  and is payable on demand after one year.  In connection with the new
note,  ITIS  issued  detachable warrants to Mr. Carr to purchase up to 2,464,977
shares  of  common  stock  of  ITIS  at  $.96  per


                                       42
<PAGE>
share  and cancelled any and all rights to convert principal and interest of the
prior notes to common stock. Expense of $99,074 related to the issuance of these
warrants  was  recorded  in May 2002.With respect to this note payable, Mr. Carr
has  provided  written  commitment to ITIS to provide forbearance and extend the
due  date  on  such  note  to at least July 15, 2005, 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,  the  note has been classified as long-term.

On May 22, 2002, a note was issued to George A.Roberts in the amount of
$1,840,000 as a renewal and consolidation of all prior notes payable to him. The
note bears interest at the rate of 18% per year, and is payable on demand after
one year.  In connection with the new note, ITIS issued detachable warrants to
Dr. Roberts to purchase up to 2,107,352 shares of common stock of ITIS at $.96
per share and cancelled any and all rights to convert principal and interest of
the prior notes to common stock. Expense of $84,700 related to the issuance of
these warrants was recorded in May 2002. With respect to this note payable, Dr.
Roberts has provided written commitment to ITIS to provide forbearance and
extend the due date on such note to at least July 15, 2005, 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, the note has been classified as
long-term.

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

On May 22, 2002, a note was issued to W. Paul Thayer in the amount of
$182,500 as a renewal and consolidation of all prior notes payable to him. The
note bears interest at the rate of 18% per year, and is payable on demand after
one year.  In connection with the new note, ITIS issued detachable warrants to
Mr. Thayer to purchase up to 204,102 shares of common stock of ITIS at $.96 per
share and cancelled any and all rights to convert principal and interest of the
prior notes to common stock. Expense of $8,203 related to the issuance of these
warrants was recorded in May 2002. With respect to this note payable, Mr. Thayer
has provided written commitment to ITIS to provide forbearance and extend the
due date on such note to at least July 15, 2005, 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, the note has been classified as long-term.

On July 1, 2002, ITIS and its wholly owned subsidiary PharmHouse entered
into a Purchase Agreement and Grant of Net Revenue Interest with Rainmaker
Ventures, Ltd., a Texas limited partnership in which Hunter M.A. Carr, W. Paul
Thayer and George Roberts are limited partners. Messrs. Carr, Thayer and Roberts
are directors of ITIS and Mr. Carr is the President, Chief Executive Officer,
and Chairman of the Board of ITIS. Under the terms of the Purchase Agreement,
Rainmaker committed to fund up to $2,500,000 to ITIS in exchange for a 50%
interest in the net revenues of the first 14 pharmacy locations opened by
PharmHouse. The Purchase Agreement also grants to Rainmaker an option to acquire
a 50% net revenue interest in an additional 4 pharmacies in exchange for
additional funding of $500,000 to ITIS. As of December 31, 2003, Rainmaker has
funded $2,139,500 of the $2,500,000 purchase price. Although it is the intent of
the parties that a material amount of the purchase price will be used for the
purpose of constructing and opening separately licensed pharmacy locations, the
Agreement does not place any restrictions on the use of such funds by ITIS. The
amount of funding of the $2,500,000 is dependent upon the opening of at least
one separately licensed specialty medication pharmacy for each $166,667 invested
by Rainmaker as of the date of the funding request. While only one pharmacy is
in operation as of the filing date of this Form 10-KSB, Rainmaker has honored
all funding requests made by ITIS. Due to the related-party nature of this
transaction and pursuant to EITF 88-18, management initially recorded the
funding from Rainmaker as a long-term liability of ITIS rather than as deferred
revenue, and has recorded accrued interest payable in regard to this liability
in the amount of $193,838 as of December 31, 2003. As of December 31, 2003, the
partners of Rainmaker Ventures, Ltd. have acknowledged in writing that ITIS has
no obligation to repay any of the $2,173,500 in sale proceeds, and management
has reclassified the debt and the related accrued interest to additional
paid-in-capital.

During the year ended December 31, 2003, Hunter M.A. Carr, President,
Chief Executive Officer and Chairman of the Board of ITIS, and the partners of
Rainmaker Ventures, Ltd., a Texas limited partnership in which Mr. Carr, W. Paul


                                       43
<PAGE>
Thayer and George Roberts are limited partners, advanced $733,318 to ITIS on a
short-term, non-interest bearing basis. Messrs. Carr, Thayer and Roberts are
directors of ITIS.
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).

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).


                                       44
<PAGE>
EXHIBIT  DESCRIPTION
-------  -----------
NUMBER
-------
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).

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.

3.2      Articles of Amendment of ITIS Holdings Inc.

3.3      Bylaws of ITIS Holdings Inc.

3.4      Amendment No. 1 to Bylaws of ITIS Holdings Inc.

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).


                                       45
<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).


                                       46
<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).


                                       47
<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

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, pursuant to 18 U.S.C. Section 1350 as
         adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2     Certification of 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, 2003 and 2002 and for the
review of


                                       48
<PAGE>
the financial statements included in the Company's Quarterly Reports on Form
10-Q for those fiscal years were $52,000 and $93,654, 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,
2003 and 2002.

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, 2003 and 2002.

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, 2003 and 2002.

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.


                                       49
<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 13 day of May 2004.

                                        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   May 13, 2004
--------------------    Officer (Principal Executive Officer)
Hunter M.A. Carr

 /s/ Kelley V. Kirker   Director, President of ITIS, Inc. (Texas)              May 13, 2004
----------------------
Kelley V. Kirker

 /s/ George A. Roberts  Director                                               May 13, 2004
----------------------
George A. Roberts

 /s/ W. Paul Thayer     Director                                               May 13, 2004
----------------------
W. Paul Thayer

 /s/ W. Allyn Hoaglund  Director                                               May 13, 2004
----------------------
W. Allyn Hoaglund

/s/ Walter B. Rae       Director                                               May 13, 2004
----------------------
Walter B. Rae

 /s/ Joanna Hoover      Chief Financial Officer (Principal Financial and       May 13, 2004
----------------------  Accounting Officer)
Joanna Hoover
</TABLE>


                                       50
<PAGE>
<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).

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).


                                       55
<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.

3.2      Articles of Amendment of ITIS Holdings Inc.

3.3      Bylaws of ITIS Holdings Inc.

3.4      Amendment No. 1 to Bylaws of ITIS Holdings Inc.

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).


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EXHIBIT  DESCRIPTION
-------  -----------
NUMBER
-------
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).

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).


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<PAGE>
EXHIBIT  DESCRIPTION
-------  -----------
NUMBER
-------
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).

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)


                                       58
<PAGE>
EXHIBIT  DESCRIPTION
-------  -----------
NUMBER
-------
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

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, pursuant to 18 U.S.C. Section 1350 as
         adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2     Certification of 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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