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, 2005
                                       OR
  [ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934

                        COMMISSION FILE NUMBER: 1-07149
                              -------------------

                               ITIS HOLDINGS INC.
                 (Name of small business issuer in its charter)

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

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

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

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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

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, 2005 were $9,000. Revenues from
discontinued operations for the fiscal year ended December 31, 2004 were
$183,470.

The aggregate market value of the voting common equity held by non-affiliates of
Registrant as of  May 1, 2006 was $78,827 (based on the closing price of $.026
per share on May 1, 2006 as reported on the over-the-counter Bulletin Board).

There were 5,495,743 shares of Registrant's Common Stock outstanding as of May
1, 2006.


     Transitional Small Business Disclosure Format (Check one): Ye [ ] No [X]


<PAGE>
<TABLE>
<CAPTION>
                                                 ITIS HOLDINGS INC
                                                    Form 10-KSB
                                        For the Year Ended December 31, 2005

                                                 TABLE OF CONTENTS


                                                                                                         Page
                                                                                                         ----
<S>  <C>                                                                                                 <C>

                                                       PART I

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

5.   Market for Common Equity and Related Stockholder Matters . . . . . . . . . . . . . . . . . . . . .     4
6.   Management's Discussion and Analysis or Plan of Operation. . . . . . . . . . . . . . . . . . . . .     5
7.   Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    10

8A   Controls and Procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    21


                                                      PART III

9.   Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the
       Exchange Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    21
10.  Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    23
11.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
       Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    24
12.  Certain Relationships and Related Transactions . . . . . . . . . . . . . . . . . . . . . . . . . .    24
13.  Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    25
14.  Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    30
</TABLE>


                                        2
<PAGE>
PART I

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

ITEM 1.  DESCRIPTION OF BUSINESS

ITIS Inc. was originally incorporated in Idaho in 1967 and, until 1992, operated
as an exploratory mining company with extremely limited operations. In January
1996, ITIS Inc. was reincorporated in Delaware and the corporate name was
changed to Planet Resources, Inc.  On March 27, 2001, Planet Resources was
spun-off from ITIS Inc.  On September 18, 2002, ITIS Inc., the Delaware
corporation, merged into its wholly owned subsidiary, ITIS Holdings Inc., a
Nevada corporation.  ITIS Holdings Inc. became the surviving corporation after
the effective date of the merger.  Until mid-2004, ITIS Holdings Inc. provided
automated litigation support services, document and database management
services, and operated pharmacies. Currently, ITIS is providing management and
marketing services to third party companies and anticipates providing such
services to additional companies in the future.

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

PRODUCTS  AND  SERVICES

Currently, ITIS is providing management and marketing services to third party
companies and anticipates providing such services to additional companies in the
future.

INTELLECTUAL PROPERTY RIGHTS

PharmHouse owns a paid-up perpetual license of a pharmacy operating system. This
operating system is the subject of a pending patent application. No assurance
can be given that such application will be allowed in whole or in part or as to
the scope of any patent that may be issued in connection with such application.
PharmHouse has acquired three provisional patent rights surrounding the use of
the RightScript(TM) technology platform that specifically address the unique
server-based methodology and technology solutions developed by subsidiary
OnPoint Solutions.  In December 2003, management authorized conversion of these
three provisional patents to non-provisional, regular utility patents. As of
December 31, 2005, these patents are still pending.

EMPLOYEEs

ITIS and its subsidiaries had 3 full-time employees as of May 1, 2006. 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.


                                        3
<PAGE>
ITEM  2.  DESCRIPTION  OF  PROPERTY

FACILITIES

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

ITEM 3.  LEGAL PROCEEDINGS

In June 2005, ITIS settled a threatened legal action for $205,000.

ITIS is a party in several suits, originally commenced on January 36, 2001 and
consolidated in the United States District Court for the Southern District of
New York as Case No. 01 CIV 6600 (RLC) Internet Law Library, Inc., et al. v.
Southridge Capital Management, LLC, et al., in which ITIS seeks damages for
stock manipulation, federal and state securities law violations, RICO
violations, fraud, and conspiracy in connection with the sale of the Company's
convertible preferred stock.  The defendants in the case counterclaimed against
ITIS and certain former directors for securities fraud, breach of fiduciary
duty, breach of contract and default relating to ITIS's refusal to convert the
preferred stock.  On December 8, 2005, the court entered an order dismissing all
of ITIS's claims, striking the Company's affirmative defenses, and awarding a
summary judgment against ITIS for unspecified damages.  Certain other
counterclaims against individual directors were not resolved and remain before
the court.  ITIS intends to defend this case vigorously but lacks the financial
ability to appeal any judgment that is entered by the court.  A final judgment
on the basis expressed in the court's summary judgment opinion will have a
material adverse effect on the financial condition of the Company.

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, 2005.

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.

<TABLE>
<CAPTION>
                                          HIGH    LOW
<S>                                       <C>    <C>
FISCAL YEAR  ENDED DE.  CEMBER 31,  2004
First quarter                             $0.09  $0.05
Second quarter                            $0.10  $0.05
Third quarter                             $0.05  $0.03
Fourth quarter                            $0.04  $0.03
FISCAL YEAR  ENDED DEC  EMBER 31,   2005
First quarter                             $0.25  $0.02
Second quarter                            $0.07  $0.03
Third quarter                             $0.06  $0.03
Fourth quarter                            $0.05  $0.02
</TABLE>

Holders

At December 31, 2005, there were 1,550 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


                                        4
<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                             5,058,431  $                     2.94                     -
                                ------------------------------------                              --------------------
Total                                                      5,058,431                                           865,000
                                ====================================                              ====================
</TABLE>

Sales of Unregistered Securities

During the three months ended December 31, 2005, 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.

Currently, ITIS is providing management and marketing services to third party
companies and anticipates providing such services to additional companies in the
future. Additionally, Management is seeking and evaluating new business
opportunities on an ongoing basis. It is critical that new profitable operations
commence in order to provide funds necessary for ITIS to remain in business.
Funds provided by conversion of long-term assets to cash are the current source
of funding.

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

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

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

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

The following is management's discussion and analysis of certain significant
factors that have affected ITIS's financial condition and results of operations
during the years ended December 31, 2005 and 2004.


                                        5
<PAGE>
RESULTS OF OPERATIONS

GENERAL AND ADMINISTRATIVE EXPENSE. General and administrative expense decreased
by $84,679 from $818,777 for the year ended December 31, 2004 to $734,098 for
the year ended December 31, 2005 as a result of the following:

     -    Payroll and related costs decreased by $61,138 from $397,187 for
          the year ended December 31, 2004 to $336,049 for the year ended
          December 31, 2005. Corporate administrative staff was reduced by four
          employees prior to June 30, 2004 and by an additional three employees
          by year-end 2004.

     -    Rent, utilities, and related expenses decreased by $34,235 from
          $65,136 for the year ended December 31, 2004 to $30,901 for the year
          ended December 31, 2005 as a result of the move of our corporate
          offices to smaller space in June 2004.

     -    Miscellaneous other general and administrative expenses, which
          include materials and supplies, were reduced by $25,032 from $54,363
          for the year ended December 31, 2004 to $29,331 for the year ended
          December 31, 2005. These reduced expenses primarily resulted from
          reductions in administration personnel.

     -    The expense of professional fees, contract services, and outside
          consulting services increased by $110,463 from $227,354 for the year
          ended December 31, 2004 to $337,817 for the year ended December 31,
          2005. The increase is primarily due to the settlement of a threatened
          legal action in June 2005.

     -    Bad debt expense of $74,737 was recorded in 2004 with no
          corresponding expense in 2005.

AMORTIZATION AND DEPRECIATION EXPENSE. Amortization and depreciation expense
decreased by $26,162 from $39,755 for the year ended December 31, 2004 to
$13,593 for the year ended December 31, 2005. The decrease is primarily due to
the sale and retirement of approximately $159,000 in computer equipment in 2005.

GAIN ON DISPOSITION OF ASSETS. In 2005, subsidiary Litidex(R) had gains from
sales of marketable securities in the amount of $180,206 in addition to net
gains of $10,753 from the sale and retirement of computer equipment. During the
year ended December 31, 2004, ITIS accepted a $350,000 lump sum payment in full
satisfaction of an outstanding note receivable. The note had been reported using
the installment method of accounting due to uncertainty as to collectibility.

LOSS ON SALE OF NOTE RECEIVABLE. The August 2005 sale of rights to the Asset
Purchase Agreement between ITIS and Jurisearch Holdings, LLC for $810,833 in
cash resulted in a recorded loss on the sale in the amount of $273,033.

BAD DEBT RECOVERY.  In June 2005, ITIS received a net $994,852 in cash and other
assets in a settlement agreement with our lawyers.  The entire $994,852 is shown
as a bad debt recovery because all amounts were written off as uncollectible in
prior periods.

INTEREST INCOME. Interest income decreased by $104,595 from $153,708 for the
year ended December 31, 2004 to $49,113 for the year ended December 31, 2005
primarily as a result of the pay-off of the note receivable from Jurisearch
Holdings LLC in August 2005.

INTEREST EXPENSE. Interest expense increased by $109,640 from $338,378 for the
year ended December 31, 2004 to $448,018 for the year ended December 31, 2005
primarily as a result of increased interest rates on adjustable interest rate
debt.

DEBT FORGIVENESS INCOME. Debt forgiveness income in the amount of $87,126 and
$36,709 for the years ended December 31, 2005 and 2004, respectively, results
from the forgiveness of accounts payable.

LIQUIDITY AND CAPITAL RESOURCES

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

During the year ended December 31, 2005, ITIS's cash and cash equivalents
increased by $296,441 from the December 31, 2004 balance of $103,682 in
available cash to $400,123 in available cash at December 31, 2005.  The Company
has a working capital deficit of $2,477,109 at December 31, 2005. Cash used in
operating activities was $67,966, cash provided by investment activities was
$1,055,377 and cash used in financing activities was $690,970.

Cash used in operating activities of $67,966 is primarily due to operating
losses. Cash provided by investment activities is due to payments received on
notes receivable of $995,000, proceeds from sale of marketable securities of
$323,855, and proceeds from sale of fixed assets of $25,000, netted with
purchase of marketable securities of $285,000 and purchase of fixed assets of
$3,478. Cash used in financing activities is due to a net $690,970 in payments
made on various notes payable.


                                        6
<PAGE>
ITIS does not at this time have an established source of revenues, working
capital or cash flow to cover operating costs to allow ITIS to remain in
business. While management is seeking new business opportunities for ITIS, the
litigation support services of Litidex(R) have been suspended indefinitely, and
on June 1, 2004, subsidiary PharmHouse closed its only operating pharmacy.

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

As reflected in the accompanying financial statements, ITIS has incurred
$37,635,052 in losses since inception and has used significant amounts of cash
in operating ITIS.   ITIS' current working capital is not sufficient to cover
cash requirements for the 2006 fiscal year or to bring the ITIS to a positive
cash flow position. ITIS may not ever become profitable and could fail as a
going concern.

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


                                        7
<PAGE>
<TABLE>
<CAPTION>
ITEM 7. FINANCIAL STATEMENTS


REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS AND

FINANCIAL STATEMENTS


                                                                                                             Page
<S>                                                                                                         <C>
Report of Independent Registered Public Accounting Firm. . . . . . . . . . . . . . . . . . . . . . . . . . .     9

Consolidated Balance Sheet as of December 31, 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    10

Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2005
and December 31, 2004 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  . . . . . . . . . . . . .    11

Consolidated Statements of Changes in Stockholders' Deficit for the years ended December 31, 2005 and
December 31, 2004 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  . . . . . . . . . . . . . .    12

Consolidated Statements of Cash Flow for the years ended December 31, 2005 and December 31, 2004 . . . . . .    13

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


                                        8
<PAGE>
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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

We have audited the accompanying consolidated balance sheet of ITIS Holdings
Inc. as of December 31, 2005 and the related consolidated statements of
operations and comprehensive loss, stockholders' deficit, and cash flows for
each of the two years then ended.   These consolidated financial statements are
the responsibility of ITIS' management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of ITIS
Holdings Inc. as of December 31, 2005 and the results of its consolidated
operations and comprehensive loss and its cash flows for the two years then
ended in conformity with accounting principles generally accepted in the United
States of America.

The accompanying consolidated financial statements have been prepared assuming
that ITIS Holdings Inc. will continue as a going concern.  ITIS Holdings Inc.
has a deficit equity position of $6.3 million at December 31, 2005 and incurred
net losses of $137,692 and $1,077,422 during 2005 and 2004, respectively, which
raises substantial doubt about its ability to continue as a going concern.
Management's plans regarding those matters also are described in Note 3. The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.


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

February 10, 2006


                                        9
<PAGE>
<TABLE>
<CAPTION>
                           ITIS HOLDINGS INC. AND SUBSIDIARIES
                               CONSOLIDATED BALANCE SHEET
                                    December 31, 2005

                                        ASSETS
<S>                                                                        <C>
Current assets:
  Cash and cash equivalents                                                $    400,123
  Account receivable                                                              9,000
  Investments available for sale, at fair market value                          444,517
  Other current assets                                                            5,000
                                                                           -------------
    Total current assets                                                        858,640

  Long-term assets                                                                2,238
  Fixed assets, net of $93,526 accumulated depreciation                           8,043
                                                                           -------------
    Total assets                                                           $    868,921
                                                                           =============

                         LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Note payable to a director                                               $     25,000
  Disputed note to Cootes Drive LLC                                             500,000
  Deferred revenue                                                               60,000
  Accounts payable                                                              102,238
  Advances from related parties                                                 863,765
  Accrued interest-related parties                                            1,778,142
  Accrued liabilities                                                             6,604
                                                                           -------------
    Total current liabilities                                                 3,335,749
  Long-term notes payable to Chairman                                         1,950,555
  Long-term notes payable to a Director                                       1,834,563
                                                                           -------------
    Total liabilities                                                         7,120,867
                                                                           -------------

  Commitments and contingencies                                                       -

Stockholders' deficit:
  5% Series A Convertible Preferred Stock, par value $.001;
    300 shares authorized; 161.08 shares issued and outstanding                       -
  Common stock, par value $.001, 150,000,000 shares
    authorized; 5,697,450 shares issued and  5,495,743 shares outstanding         5,697
  Additional paid-in capital                                                 31,567,812
  Accumulated deficit                                                       (37,635,052)
  Treasury stock, at cost, 201,707 shares                                      (323,127)
  Accumulated other comprehensive income,
    unrealized gain on investments                                              132,724
                                                                           -------------
    Total stockholders' deficit                                              (6,251,946)
                                                                           -------------

    Total liabilities and stockholders' deficit                            $    868,921
                                                                           =============
</TABLE>

                 See accompanying summary of accounting policies
                        and notes to financial statements


                                       10
<PAGE>
<TABLE>
<CAPTION>
                       ITIS HOLDINGS INC. AND SUBSIDIARIES
          CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                     Years Ended December 31, 2005 and 2004

                                                 2005          2004
                                                            (Restated)
                                             -----------  ------------
<S>                                          <C>          <C>
REVENUE                                      $    9,000   $         -
                                             -----------  ------------

OPERATING EXPENSES:
  General and administrative                    734,098       818,777
  Amortization and depreciation                  13,593        39,755
  Loss on sale of note receivable               273,033             -
  Bad debt recovery                            (994,852)            -
                                             -----------  ------------
  Total operating expenses                       25,872       858,532
                                             -----------  ------------

INCOME (LOSS) FROM OPERATIONS                   (16,872)     (858,532)

INTEREST INCOME                                  49,113       153,708
INTEREST EXPENSE                               (448,018)     (338,378)
GAIN ON DISPOSITION OF ASSETS                   190,959       350,000
DEBT FORGIVENESS INCOME                          87,126        36,709
                                             -----------  ------------

LOSS FROM CONTINUING OPERATIONS                (137,692)     (656,493)
                                             -----------  ------------

DISCONTINUED OPERATIONS
  Loss from operations of discontinued
    business segments                                 -      (420,929)
                                             -----------  ------------

LOSS FROM DISCONTINUED OPERATIONS                     -      (420,929)
                                             -----------  ------------

NET LOSS                                       (137,692)   (1,077,422)

OTHER COMPREHENSIVE INCOME (LOSS)
  Unrealized gain on investments
    available for sale                          118,723        43,929
                                             -----------  ------------

NET COMPREHENSIVE LOSS                       $  (18,969)  $(1,033,493)
                                             ===========  ============

NET LOSS PER SHARE:
BASIC AND DILUTED - TOTAL                    $    (0.02)  $     (0.19)
                                             ===========  ============
BASIC AND DILUTED - CONTINUING OPERATIONS    $    (0.02)  $     (0.12)
                                             ===========  ============
BASIC AND DILUTED- DISCONTINUED OPERATIONS   $        -   $     (0.07)
                                             ===========  ============

WEIGHTED AVERAGE SHARES OUTSTANDING           5,697,450     5,697,450
                                             ===========  ============
</TABLE>

                 See accompanying summary of accounting policies
                        and notes to financial statements


                                       11
<PAGE>
<TABLE>
<CAPTION>
                                                   ITIS HOLDINGS INC. AND SUBSIDIARIES
                                       CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                            YEARS ENDED DECEMBER 31, 2005 AND 2004 (RESTATED)


                                            Number
                                              of
                                            Common             Additional                               Other
                                Preferred   Shares    Common    Paid-in    Accumulated   Treasury   Comprehensive
                                  Stock     Issued     Stock    Capital      Deficit       Stock        Income         TOTAL
                                -----------------------------------------------------------------------------------------------
<S>                             <C>        <C>        <C>      <C>         <C>           <C>        <C>             <C>
Balances, December 31,
  2003 (Restated)                     161  5,697,450  $ 5,697  31,391,961  (36,419,938)  (323,127)        (29,928)  (5,375,335)

Fair value adjustment to
  securities available
  for sale                                         -        -           -            -          -          43,929       43,929
Imputed interest on
  related party advances                           -        -      78,218            -          -               -       78,218
Net loss                                           -        -           -   (1,077,422)         -               -   (1,077,422)
                                -----------------------------------------------------------------------------------------------
Balances, December 31,
  2004 (Restated)                     161  5,697,450    5,697  31,470,179  (37,497,360)  (323,127)         14,001   (6,330,610)

Fair value adjustment to
  securities available for sale                    -        -           -            -          -         118,723      118,723
Imputed interest on related
  party advances                                   -        -      87,633            -          -               -       87,633
Reduction in payable
  to related party                                 -        -      10,000            -          -               -       10,000
Net loss                                           -                    -     (137,692)         -               -     (137,692)
                                -----------------------------------------------------------------------------------------------
Balances, December
  31, 2005                            161  5,697,450    5,697  31,567,812  (37,635,052)  (323,127)        132,724   (6,251,946)
                                ===============================================================================================
</TABLE>


                                       12
<PAGE>
<TABLE>
<CAPTION>
                          ITIS HOLDINGS INC. AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF CASH FLOW
                   Years Ended December 31, 2005 and 2004 (Restated)

                                                                2005          2004
                                                             -----------  ------------
<S>                                                          <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                   $ (137,692)  $  (656,493)
  Net loss from discontinued operations                               -      (420,929)
                                                             -----------  ------------
  Net loss from continuing operations                          (137,692)   (1,077,422)
  Adjustments to reconcile net loss to net
    cash used in operating activities:
    Imputed interest                                             87,633        78,218
    Amortization and depreciation                                13,593        84,259
    Amortization discount interest income                       (36,854)      (73,708)
    Bad debt expense                                                  -       184,162
    Impairment charge                                           273,033        56,995
    Debt forgiveness income                                     (87,126)      (36,709)
    (Gain) loss on sales of marketable securities              (180,206)       20,263
    Gain on sale of database                                          -      (350,000)
    Gain on sale of fixed assets                                (20,824)            -
    Loss on retirement of fixed assets                           10,071        12,197
    Net marketable securities received as bad debt recovery     (94,851)            -
    Marketable securities received for deferred revenue         (60,000)            -
    Changes in:
      Accounts receivable                                        (9,000)       10,436
      Inventory                                                       -        34,823
      Other assets                                               (4,960)       37,292
      Accounts payable                                         (151,921)      (12,608)
      Accrued liabilities                                         3,233        (3,279)
      Accrued interest - related party                          267,905       151,097
      Deferred revenue                                           60,000             -
                                                             -----------  ------------
    Net cash used in continuing operations                      (67,966)     (497,645)
    Net cash used in discontinued operations                          -      (386,339)
                                                             -----------  ------------
    Net cash used in operating activities                       (67,966)     (883,984)
                                                             -----------  ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Payments received on notes receivable                         995,000       400,833
  Proceeds from sale of database                                      -       350,000
  Proceeds from sales of marketable securities                  323,855             -
  Proceeds from sale of fixed assets                             25,000             -
  Purchase of marketable securities                            (285,000)            -
  Purchase of fixed assets                                       (3,478)            -
                                                             -----------  ------------
    Net cash provided by continuing operations                1,055,377       750,833
    Net cash provided by discontinued operations                      -             -
                                                             -----------  ------------
    Net cash provided by investing activities                 1,055,377       750,833
                                                             -----------  ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from notes payable                                         -       325,000
  Advances from related parties                                   4,500       175,447
  Repay advances from related parties                           (39,500)
  Payments on notes payable                                    (243,470)     (374,590)
  Payments on notes payable-related parties                    (412,500)            -
                                                             -----------  ------------
    Net cash provided by (used in) continuing operations       (690,970)      121,527
    Net cash provided by discontinued operations                      -         4,330
                                                             -----------  ------------
    Net cash provided by (used in) financing activities        (690,970)      125,857
                                                             -----------  ------------
NET CHANGE  IN CASH AND CASH
  EQUIVALENTS                                                   296,441        (7,294)
CASH AND CASH EQUIVALENTS, beginning of period                  103,682       110,976
                                                             -----------  ------------
CASH AND CASH EQUIVALENTS, end of period                     $  400,123   $   103,682
                                                             ===========  ============

SUPPLEMENTAL CASH FLOW INFORMATION:
  Interest paid                                              $   92,482   $   186,934
  Income tax paid                                                     -             -
  Non cash investing and financing transactions:
    Fair value of marketable securities delivered
      as interest payment                                             -        25,000
    Fair value of marketable securities received
      for deferred revenue                                       60,000             -
    Reclassify accounts payable to related party to
      additional paid in capital                                 10,000             -

                        See accompanying summary of accounting policies
                              and notes to financial statements
</TABLE>


                                       13
<PAGE>
ITIS HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business.  ITIS Inc. was originally incorporated in Idaho in 1967 and, until
1992, operated as an exploratory mining company with extremely limited
operations. In January 1996, ITIS Inc. was reincorporated in Delaware and the
corporate name was changed to Planet Resources, Inc.  On March 27, 2001, Planet
Resources was spun-off from ITIS Inc.  On September 18, 2002, ITIS Inc., the
Delaware corporation, merged into its wholly owned subsidiary, ITIS Holdings
Inc., a Nevada corporation.  ITIS Holdings Inc. became the surviving corporation
after the effective date of the merger.  Until mid-2004, ITIS Holdings Inc.
provided automated litigation support services, document and database management
services, and operated pharmacies. Currently, ITIS is providing management and
marketing services to third party companies.

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.

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

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

Details of ITIS's marketable equity securities available for sale as of December
31, 2005 are as follows:

<TABLE>
<CAPTION>
                                    As of
                                 12/31/2005
                                 -----------
<S>                              <C>
Aggregate fair value             $   444,517
Gross unrealized holding gains       161,320
Gross unrealized holding losses       28,596
</TABLE>

<TABLE>
<CAPTION>
                                        Year ended
                                  12/31/2005   12/31/2004
                                 ------------  -----------
<S>                              <C>           <C>
Proceeds from sales              $   323,855   $    25,000
Gross realized gains                 188,757             -
Gross realized losses                 (8,551)       20,263
Other than temporary impairment            -        39,000
</TABLE>


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


                                                         Unrealized
                                            Fair Value      Loss
Investment                          Cost    12/31/2005   12/31/2005
---------------------------------  -------  -----------  -----------
<S>                                <C>      <C>          <C>
195,100 shares of ATSI             $49,567  $    40,971  $     8,596
  Communications, Inc.

400,000 shares of US BioTec, Inc.   60,000       40,000       20,000
</TABLE>

An other than temporary impairment was not recognized for these holdings because
US BioTec, Inc. has been at an unrealized loss position for less than twelve
months, and as of February 10, 2006 ITIS has unrealized holding gains in ATSI
Communications, Inc.

Revenue Recognition.  ITIS recognizes revenue when persuasive evidence of an
arrangement exists, services have been rendered, the sales price is fixed or
determinable, and collectibility is reasonably assured.

Depreciation is computed using the straight-line method over the estimated
useful lives of the assets.  Fixed assets consisted of the following at December
31, 2005:

<TABLE>
<CAPTION>
        Description                        Life        Amount
        -----------------------         ----------  ------------
<S>                                     <C>         <C>
        Computer equipment              3    years  $    66,001
        Office furniture and equipment  7    years       35,568
                                                    ------------
                                                        101,569
        Less: accumulated depreciation                  (93,526)
                                                    ------------
                                                    $     8,043
                                                    ============
</TABLE>

Depreciation expense totaled $13,593 and $84,259 in 2005 and 2004, 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.

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, 2005 and 2004 have not been included because they
are anti-dilutive.  Accordingly, basic and diluted loss per share is the same
for all periods presented.

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


                                       15
<PAGE>
NOTE  2  -  BAD  DEBT  RECOVERY

On June 7, 2005, ITIS Holdings Inc. and its subsidiary, ITIS, Inc. received
$925,000 of cash and 399,000 shares of ATSI Communications, Inc. valued at
$99,750 in a settlement agreement with our lawyers.  As part of the agreement,
ITIS relinquished certain assets for $25,000 in cash, 50,000 shares of Eagletech
Communications, Inc. and 3,960 shares of ATSI Communications, Inc., valued at
$4,898, to the Law Firms in July 2005. ITIS and its directors released the Law
Firms from certain claims arising from pending litigation in which the Law Firms
represent the Company and its directors and the Law Firms released the Company
from certain claims relating to the litigation support business. The entire
$994,852 is shown as a bad debt recovery because all amounts were written off as
uncollectible in prior periods.

NOTE 3- GOING CONCERN

ITIS does not at this time have an established source of revenues, working
capital or cash flow to cover operating costs to allow ITIS to remain in
business. The litigation support services of Litidex(R) have been suspended
indefinitely, and on June 1, 2004, subsidiary PharmHouse closed its only
operating pharmacy. Management is seeking and evaluating new business
opportunities on an ongoing basis. In November 2005 ITIS began providing
management and marketing services to third party companies and anticipates
providing such services to additional companies in the future. Management plans
to continue to utilize additional loans from related parties and investors as
long as funds from these sources remain available.

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

As reflected in the accompanying financial statements, ITIS has incurred
$37,635,052 in losses since inception and has used significant amounts of cash
in operating ITIS.   ITIS' current working capital is not sufficient to cover
cash requirements for the 2006 fiscal year or to bring the ITIS to a positive
cash flow position. ITIS may not ever become profitable and could fail as a
going concern.


                                       16
<PAGE>
NOTE  4  -DISCONTINUED  OPERATIONS

PharmHouse operations were suspended due to changes in the law that resulted in
the company's inability to execute its business plan to provide Level II
electronic prescriptions. The operations of Litidex were discontinued as an
indirect result of the dismissal of our claims against Southridge Capital
Management LLC, which ultimately made us unable to renegotiate our litigation
support service contracts with third party companies. As such, during the year
ended December 31, 2004, losses from the discontinued operations of PharmHouse
and Litidex(R) were recorded in the amount of $166,931 and $253,998,
respectively.

Details of losses from operations of discontinued business segments in 2004 are
as follows:

<TABLE>
<CAPTION>
<S>                                          <C>
Revenue, net of deferred income
Automated litigation support services        $  35,000
Database management sales and services               -
Pharmaceutical sales                           148,470
                                             ----------
Total revenues                                 183,470
                                             ----------
Operating expenses
Cost of sales-pharmaceuticals                  120,754
Selling and marketing                           19,936
General and administrative                     224,197
Production and computer service                 23,328
Amortization and depreciation                   44,504
Impairment charge                               56,995
Loss on sale and retirement of assets           12,197
                                             ----------
Total operating expenses                       501,911
                                             ----------
Operating loss from discontinued operations   (318,441)
Interest income                                  1,443
Interest expense                               (83,668)
Gain on sale of investments                    (20,263)
                                             ----------
Net loss from operations of
discontinued business segments               $(420,929)
                                             ==========
</TABLE>

NOTE  5  -  IMPAIRMENT  OF  ASSETS

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

NOTE 6 - ACQUISITIONS & DISPOSITIONS

National Law Library Assets and Brief Reporter

On July 29, 2002 ITIS sold a copy of its federal and state constitutions,
statutes, regulations, case law, rules and legal briefs to American Legal Data,
LLC for $2 million, of which $91,000 was paid at or prior to closing. The
remainder ($1,909,000) was payable in minimum monthly installments of $16,000
for 120 months beginning August 16, 2002. No


                                       17
<PAGE>
gain on sale was recorded during 2002 and 2003 except for the amounts collected.
On December 23, 2004, ITIS accepted $350,000 as a lump sum payment in full of
this note.

In May 2003, ITIS subsidiaries National Law Library, Brief Reporter and
Litidex(R) sold their data and Internet domains, as well as the trademark for
"ITISLAW," the pending application rights for National Law Library, and the
operations of Brief Reporter in Charlottesville, Virginia, to JuriSearch
Holdings, LLC. At that time, $2,423,750, representing the undiscounted
guaranteed minimum payment, was recorded as the sales price, resulting in a loss
on disposal of business segments in the amount of $2,276,250. In addition,
management recorded a note receivable from JuriSearch in the amount of
$2,023,567, representing the sales price of $2,423,750 less payment received in
the amount of $400,183. On August 5, 2005, ITIS sold the rights to the Asset
Purchase Agreement between ITIS and JuriSearch Holdings, LLC for $810,833 and
ITIS recorded a loss on the sale of $273,033.

NOTE 7 - SHORT-TERM RELATED PARTY NOTES PAYABLE

<TABLE>
<CAPTION>
<S>                                                                             <C>
        Note payable to a director, with interest at prime + 2%, due on demand  $ 25,000
        Advances payable to directors, no interest and due on demand             863,765
                                                                                --------
        Net due                                                                 $888,765
                                                                                --------
</TABLE>

On July 15, 2005 and November 21, 2005, ITIS made aggregate principal payments
of $50,000 to the director.

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

NOTE 8 - LONG-TERM RELATED PARTY NOTES PAYABLE

<TABLE>
<CAPTION>
<S>                                                               <C>
        Note payable to the CEO, with interest at prime + 2%,
        due May 22, 2007                                          $1,950,555

        Note payable to a director, with interest at prime + 2%,
        due May 22, 2007                                           1,669,113

        Note payable to a director, with interest at prime + 2%,
        due May 22, 2007                                             165,450
                                                                  ----------
        Net due                                                   $3,785,118
                                                                  ----------
</TABLE>

On June 15, 2005 and July 15, 2005, ITIS made aggregate principal payments of
$199,563 to the CEO and $187,937 to the directors, respectively.

Each of these notes carries a written commitment to ITIS to provide forbearance
and extend the due date on such note to at least December 31, 2006, if to demand
payment would impair ITIS's ability to meet its other existing liabilities and
commitments. Management believes that to demand payment would impair ITIS's
ability to meet other obligations and therefore, each of the notes has been
classified as long-term.

NOTE 9 - DISPUTED NOTE TO COOTES DRIVE LLC

On November 20, 2000, ITIS entered into an equity line financing arrangement
with Cootes Drive LLC. $500,000 was provided and is currently carried as a
short-term note payable.  ITIS disputes the validity of this note, on the
grounds that this convertible note is a part of Cootes Drive's efforts to
defraud ITIS and to manipulate the price of ITIS's stock. This convertible note
and the associated funding transactions are all the subject of ITIS's suit
against Cootes Drive and others (see note 10).  On December 5, 2000, ITIS
granted registration rights to Cootes Drive for up to 17,541,650 shares of
common stock it could have acquired under the equity line financing, the
convertible promissory note financings and the warrants granted in connection
with all of these financings.  No stock has been issued under this agreement,
pending the outcome of the dispute.


                                       18
<PAGE>
NOTE 10 - INCOME TAXES

ITIS has had losses since inception and, therefore, has not been subject to
federal income taxes.  As of December 31, 2005, ITIS had accumulated net
operating loss ("NOL") carryforwards for income tax purposes of approximately
$33.4 million, resulting in deferred tax asset amounts of  $11.4 million.  These
carry-forwards begin to expire in 2018 through 2025.  The Tax Reform Act of 1986
provided for an annual limitation on the use of NOL and tax credit carryforwards
following certain ownership changes that limit ITIS's ability to utilize these
carryforwards.  Additionally, because U.S. tax laws limit the time during which
NOL and tax credit carryforwards may be applied against future taxable income
and tax liabilities, ITIS may not be able to take full advantage of its NOL and
tax credits for federal income tax purposes.  Since ITIS has had recurring
operating losses since inception and there is no assurance of future taxable
income, a valuation allowance has been established to fully offset the deferred
tax assets.

NOTE 11 - COMMITMENTS AND CONTINGENCIES

Leases

ITIS leases its office space, with monthly payments of $2,238, under a lease
that expires in August 2006. Rent expense under various operating leases was
$30,901 and $85,629 for 2005 and 2004, respectively.  The decrease was as a
result of moving our corporate offices to a smaller space in June 2004.

<TABLE>
<CAPTION>
        Future minimum lease  payments under  operating leases are:
<S>                                 <C>
              2006                          15,666
                                    --------------
              Total                         15,666
                                    ==============
</TABLE>

Litigation

In June 2005, ITIS settled a threatened legal action for $205,000.

ITIS is a party in several suits, originally commenced on January 36, 2001 and
consolidated in the United States District Court for the Southern District of
New York as Case No. 01 CIV 6600 (RLC) Internet Law Library, Inc., et al. v.
Southridge Capital Management, LLC, et al.,  in which ITIS seeks damages for
stock manipulation, federal and state securities law violations, RICO
violations, fraud, and conspiracy in connection with the sale of the Company's
convertible preferred stock.  The defendants in the case counterclaimed against
ITIS and certain former directors for securities fraud, breach of fiduciary
duty, breach of contract and default relating to ITIS's refusal to convert the
preferred stock.  On December 8, 2005, the court entered an order dismissing all
of ITIS's claims, striking the Company's affirmative defenses, and awarding a
summary judgment against ITIS for unspecified damages.  Certain other
counterclaims against individual directors were not resolved and remain before
the court.  ITIS intends to defend this case vigorously but lacks the financial
ability to appeal any judgment that is entered by the court.  A final judgment
on the basis expressed in the court's summary judgment opinion will have a
material adverse effect on the financial condition of the Company.

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 STOCK

No  new  shares  of  common  stock  of  ITIS  were issued during the years ended
December  31,  2005  and  2004.

NOTE  13  -  SERIES  A  CONVERTIBLE  PREFERRED  STOCK

On May 11,2000, ITIS entered into an intermediate financing agreement with a
private capital fund and privately placed 300 shares of 5% series A Convertible
Preferred Stock for $3 million.  The holders of the shares have the right to
convert their shares to common stock at any time based on a price equal to the
lesser of (i) $3.2375 or (ii) 80% of the average of the three lowest closing bid
prices during a 20-day trading period prior to the date of conversion. On
December 31, 2005 and 2004, 161.08 shares of the preferred stock remain
outstanding. Due to litigation in regard to the foregoing financing


                                       19
<PAGE>
agreement, ITIS does not expect any additional funding related to this financing
agreement nor does management intend to honor any conversion requests submitted
by the lender.

NOTE  14  -  STOCK  OPTIONS  AND  WARRANTS

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

Under ITIS's 1999 Director Option Plan, automatic grants of up to 20,000 stock
options to non-employee directors are due.  As of December 31, 2005 12,100
options were due to non-employee directors under the Director Option Plan,
recorded at nominal amounts.

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

There were no stock options or warrants granted during the years ended December
31, 2005 and 2004.

<TABLE>
<CAPTION>
                             Year Ended             Year Ended
                         December 31, 2005      December 31, 2004
                       ---------------------  ----------------------
                       Weighted               Weighted
                       Average                Average
                       Exercise   Number of   Exercise   Number of
                       Price      Shares      Price      Shares
                       ---------  ----------  ---------  -----------
<S>                    <C>        <C>         <C>        <C>
Options Outstanding,
  Beginning of Period  $    2.94  5,201,931   $    2.94    5,201,931
Options Granted                -          -           -            -
Options Cancelled      $   20.72   (143,500)          -            -
Options Exercised              -          -           -            -
                                  ----------             -----------
Options Outstanding,
  End of Period        $    2.43  5,058,431   $    2.94    5,201,931
                                  ==========             ===========
Options Exercisable,
  End of Period        $    2.43  5,058,431   $    2.94    5,201,931
                                  ==========             ===========
</TABLE>

<TABLE>
<CAPTION>
Other information regarding stock options outstanding at December 31, 2005 is as follows:

                                  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>
$ .96-1.50               .2-.5   4,806,431  $     0.96   4,806,431  $     0.96
$ 30.00                 .7-3.3     245,000  $    30.00     245,000  $    30.00
$ 45.00-51.90           .7-1.7       7,000  $    47.96       7,000  $    47.96
                                ----------              ----------
                                 5,058,431               5,058,431
                                ==========              ==========
</TABLE>


                                       20
<PAGE>
ITEM 8A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of the Company's management,
including the Company's President and Chief Executive Officer and the Company's
Controller and Principal Financial Officer, the Company has evaluated the
effectiveness of the design and operation of its disclosure controls and
procedures pursuant to Exchange Act Rule 13a-15(e) as of the end of the year
covered by this report.  Based on that evaluation, the President and Chief
Executive Officer and the Controller and Principal Financial Officer have
concluded that these disclosure controls and procedures are effective.

Changes in Internal Control Over Financial Reporting

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

PART III

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

There are currently two 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 May 1, 2006:

<TABLE>
<CAPTION>
     NAME                    AGE  POSITION WITH ITIS
     ----------------------  ---  ------------------
<S>                          <C>  <C>
     Hunter M.A. Carr. . .   58  Chairman of the Board of Directors, President and Chief
                                 Executive Officer

     W. Allyn Hoaglund . .   58  Director, Chairman of Audit Committee, Chairman of
                                 Litigation Committee

     Kara A. Kirker. . . .   43  Secretary/Treasurer, and Chief Financial Officer and Treasurer
                                 of National Law Library

     Joanna Hoover . . . .   56  Executive Vice President, Chief Financial Officer
</TABLE>

HUNTER M.A. CARR is 58 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.

W. ALLYN HOAGLUND is 58 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


                                       21
<PAGE>
member of Phi Alpha Delta and the Order of the Barons, and a Fellow of the
Houston Bar Foundation.

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

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

Family Relationships

Kara A. Kirker is a niece by marriage of Hunter M.A. Carr.

Audit Committee and Audit Committee Financial Expert

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

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires that
ITIS's executive officers and directors, and beneficial owners of more than 10%
of any class of equity security registered pursuant to the Exchange Act, make
certain filings with the SEC. ITIS believes, based solely on a review of the
copies of such reports furnished to ITIS during the fiscal year ended December
31, 2005, that all Section 16(a) filing requirements applicable to its
directors, officers and 10% beneficial owners were satisfied by each such
person.

Code  of  Ethics

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


                                       22
<PAGE>
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, 2005, 2004 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, 2005, 2004 AND 2003

                                      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,          2005  $ 30,000  $    -  $           -  $         -           -  $        -  $           -
  Chairman of the Board,   2004  $      -  $    -  $           -  $         -           -  $        -  $           -
  President and Chief      2003  $142,500  $    -  $           -  $         -           -  $        -  $           -
  Executive Officer

Joanna Hoover,             2005  $ 75,000  $    -  $           -  $         -           -  $        -  $           -
  Vice President and       2004  $ 70,000  $    -  $           -  $         -           -  $        -  $           -
  Chief Financial Officer  2003  $116,250  $    -  $           -  $         -           -  $        -  $           -

Kara A. Kirker             2005  $ 92,000  $    -  $           -  $         -           -  $        -  $           -
  Secretary/Treasurer      2004  $ 84,000  $    -  $           -  $         -           -  $        -  $           -
                           2003  $ 84,000  $    -  $           -  $         -           -  $        -  $           -
</TABLE>

During the year ended December 31, 2005 ITIS did not grant any stock options or
stock appreciation rights.

There were no exercises of stock options by employees of ITIS during the year
ended December 31, 2005.  The number and value of securities underlying
unexercised options held on December 31, 2005 is as indicated below.

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

(2)Based on the difference between the option exercise prices and the closing
sale price of $.02 of our common stock as reported on the over-the-counter
bulletin board on December 31, 2005 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.


                                       23
<PAGE>
In December 1999, the board of directors approved outside director compensation
in the form of awards of our common stock. These awards were to be for 25,000
shares of our common stock payable to each outside director at the beginning of
each year of service.  In August 2002, the board of directors approved a change
to outside director compensation as follows:

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

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

In September 2002 we issued a total of 261,324 shares of our common stock,
valued at $192,730, to outside directors.  No shares of common stock were issued
to directors in 2004 or 2005.

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

The following table sets forth information as of May 1, 2006 regarding the
beneficial ownership of our common stock (I) by each person or group known by
our management to own more than 5% of the outstanding shares of common stock,
(ii) by each director, and (iii) by all directors and executive officers as a
group. Unless otherwise noted, each person has sole voting and investment power
over the shares indicated below, subject to applicable community property laws.

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

<TABLE>
<CAPTION>
                                       BENEFICIALLY       OUTSTANDING
NAME                                   OWNED              SHARES (1)
<S>                                    <C>           <C>  <C>
Hunter M.A. Carr                          4,217,245  (2)         52.2%
Paul Thayer                                 406,602  (3)          7.1%
George A. Roberts                         2,256,676  (4)         29.7%
W. Allyn Hoaglund                           130,000               2.8%
Joanna Hoover                                82,500               1.8%
Kara A. Kirker                              272,327  (5)          5.8%

All officers and directors as a group     4,702,072              58.2%
</TABLE>

(1)  Percentage of beneficial ownership is based on 5,495,743 shares of common
     stock outstanding as of May 1, 2006. 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 May 1, 2006, are deemed outstanding. Such shares, however, are not
     deemed outstanding for the purpose of computing the beneficial ownership of
     any other person.

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

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

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

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

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

ITIS has a short-term note payable for $25,000 with interest at prime + 2%, due
on demand, to a director. ITIS has due on demand advances payable to directors
for $863,765. Although the advances are non-interest bearing, interest on the
total amount due is imputed at a 10% interest rate and recorded as
paid-in-capital.


                                       24
<PAGE>
ITIS has long term notes payable to related parties as follows:

<TABLE>
<CAPTION>
<S>                                                              <C>
       Note payable to the CEO, with interest at prime + 2%,
       due July 15, 2006                                         $1,950,555

       Note payable to a director, with interest at prime + 2%,
       due July 15, 2006                                          1,669,113

       Note payable to a director, with interest at prime + 2%,
       due July 15, 2006                                            165,450
                                                                 ----------

       Net due                                                   $3,785,118
                                                                 ----------
</TABLE>

Each of these notes carries a written commitment to ITIS to provide forbearance
and extend the due date on such note to at least December 31, 2006 if to demand
payment would impair ITIS's ability to meet its other existing liabilities and
commitments. Management believes that to demand payment would impair ITIS's
ability to meet other obligations and therefore, each of the notes has been
classified as long-term.

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).


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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).


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

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

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

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

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

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

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

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).


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

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

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

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

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

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

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

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

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

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

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

21              Subsidiaries of ITIS.

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

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

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


                                       29
<PAGE>
     (b)     Reports on Form 8-K

The following reports on Form 8-K were filed during the quarter for which this
report is filed.

(1) Form 8-K filed on December 19, 2005 reporting under Item 5.02 the
resignations of George A. Roberts and W. Paul Thayer from the Board of Directors
of ITIS Holdings Inc.

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, 2005 and 2004 and for the
review of the financial statements included in the Company's Quarterly Reports
on Form 10-Q for those fiscal years were $31,864 and $41,025, 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,
2005 and 2004.

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, 2005 and 2004.

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, 2005 and 2004.

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.


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<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 17th day of April 2006.

                                    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.

/s/ Hunter M.A. Carr      Chairman of the Board, President and     May 1, 2006
---------------------     Chief Executive Officer
Hunter M.A. Carr          (Principal Executive Officer)

/s/ W. Allyn Hoaglund     Director                                 May 1, 2006
---------------------
W. Allyn Hoaglund

/s/ Joanna Hoover         Vice President and Chief Financial       May 1, 2006
---------------------     Officer(Principal Financial and
Joanna Hoover             Accounting Officer)



                                       31
<PAGE>
<TABLE>
<CAPTION>
Exhibit Index

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

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

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

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

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

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

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

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

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

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

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

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).


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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).


                                       33
<PAGE>
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).


                                       34
<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)


                                       35
<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 (incorporated by reference to Exhibit 14.1 to
                ITIS's Form 10-KSB filed on May 14, 2004).

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

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

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

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

21              Subsidiaries of ITIS.

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

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

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


                                       36