SecProbe.io

April 18, 2005

Via US Mail and Facsimile

Joanna Hoover
Vice President and Chief Financial Officer
ITIS Holdings Inc.
12000 Westheimer, Suite 340
Houston, Texas 77077

Re: ITIS Holdings Inc.
 Form 10-KSB for the year ended December 31, 2004
 Commission File Number:  001-07149

Dear Ms. Hoover:

We have reviewed the above referenced filing and have the following comments.  We have
limited our review to the financial statements and related disclosures included within these
documents.  Understand that the purpose of our  review process is to assist you in your
compliance with the applicable disclosure requirem ents and to enhance the overall disclosure in
your filings.

Where expanded or revised disc losure is requested, you may co mply with these comments in
future filings.  If you disagree, we will consid er your explanation as to why our comments are
inapplicable or a revision is unnecessary.  In so me of our comments, we may ask you to provide
us with supplemental information so we may better understand your disclosure.  Please be as
detailed as necessary in your explanation.

We look forward to working with you in these respects and welcome any questions you may
have about any aspects of our review.

* * * * * * * * * * * * * * * * * * * * * * *

Item 6. Management’s Discussion and Analysis

Critical Accounting Policies, page 5
1. Please revise your discussion of critical accounting policies to include only accounting
policies; the significant events  currently detailed in this section should be included under
your discussion of results.   As  a related matter, we note that current year bad debt expense
comprised nearly 20% of net income.  As su ch, please include your policy for determining
allowance for doubtful accounts within this section.

ITIS Holdin gs Inc.
April 18, 2005
Page 2

2. Supplementally explain to us and revise your di sclosure to indicate the specific facts and
circumstances surrounding the de creases in expenses briefly discussed within Results of
Operations.  For example, the decrease in sale s and marketing expenses attributed to the
elimination of personnel should include the number of positions eliminated, when the
elimination occurred, and the specific dollar valu e of the savings attributable directly to the
elimination.  Other explanations of cost changes should be sim ilarly revised as the Sales and
Marketing Expense fluctuation was provided only as an example.

3. Please revise your discussion of your negativ e net working capital position to include a
comparison of your position to industry trends  as well as the facts and circumstances
surrounding your current position.

4. We note from your disclosure on page 7 that you do not feel the curr ent level of working
capital is sufficient to cover cash requireme nts for the 2005 fiscal year.  Supplementally
explain to us how you have considered the co llectability of your long term receivables in
light of the negative factors su rrounding the future of your business.  We may have further
comment on your response.

Financial Statements

Accountant’s Report, page 9

5. As you present consolidated statements of opera tions and comprehensive loss, please refer to
these statements as such in th e scope paragraph in your opinion.

Consolidated Statement of Operations and Comprehensive Loss, page 11

6. Supplementally explain to us why you feel it is  appropriate to include Loss on Retirement of
Assets as a component of Other Income and not of Operating Income.  It appears that, if
these assets were used in ope rations, the loss on retirement should be si milarly included in
operations.  We may have further comment on your response.]

7. Supplementally describe and quantify the componen ts of the line item titled “Gain on Sale of
Investments and Equipment.”  Please clarify the amount, if any, of  the gain that is
attributable to the sale of marketable securities.  We ma y have further comment on your
response.

8. Supplementally explain how your presentati on and classification of “Discontinued
Operations” is consistent with the provisions  of SFAS 144.  We may have further comment
on your response.

ITIS Holdin gs Inc.
April 18, 2005
Page 3

Note 1 – Summary of Significant Accounting Policies

Marketable Securities, page 14
9. We note that your available-for-sale equity securi ties comprise 5% of total current assets.
Please revise your footnotes to include the disc losures required by para graphs 19-22 of SFAS
115.  Also, please include the table of aged unr ealized losses as requi red by paragraph 18 of
EITF 03-1.

10. As a related matter, we note your disclosure included elsewhere in your filing that you hope
to convert certain long-term assets to cash in the near term.  Although the available-for-sale
equity securities are short term in nature, Supplementally explain to us how you have
considered the liquidation of these securities , and how you have c onsidered whether the
unrealized loss I other than temporary in light of your current strategy of asset liquidation to
obtain operating cash flow.

11. To assist us in evaluation your response, please provide us w ith supplemental schedules of
your securities as of December 31, 2004, 2003, and 2002.  The schedules should be prepared in the format described in paragraph 19 of SFAS 115.  However, each individually
significant security should be se parately broken out in these schedules.  For each significant
security having a material unrealized loss as of December 31, 2004, please Supplementally
explain the basis for your appare nt conclusion that this loss s hould not be considered “other
than temporary.”  We may have further comment on your response.

Note 5 – Short Term Related Party Notes Payable, page 16

12. We note that you have imputed interest on several notes payable, but have not explained how
you determined the appropriate rate to use in the calculation.  Supplementally explain to us
and revise your disclosu re to include a discussi on of how the appropriate rate was determined
in each case where you were required to impute interest.  We  may have further comment on
your response.

Note 9 – Income Taxes, page 17

13. Please revise your income tax footnote to incl ude all the disclosures required by paragraph
43-49 of SFAS 109.

Note 12 – Mandatorily Redeemable Preferred Stock, page 18

14. Supplementally explain to us and revise your disclosure to incl ude the material terms of the
Series A mandatorily redeemable convertible preferred stock.  It should be clear, from your
response, why these shares have been  presented as current liabilities.

* * * * * * * * * * * * * * * * * * * * * * *

ITIS Holdin gs Inc.
April 18, 2005
Page 4

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the
filings reviewed by the staff to be certain that they have provided a ll information investors
require.  Since the company and its management are in possession of all facts relating to a
company’s disclosure, they are responsible for th e accuracy and adequacy of the disclosures they
have made.

In connection with responding to our comments, please provide, in writing, a statement from the
company acknowledging that

‚ the company is responsible for the adequacy and accuracy of the disclo sure in the filings;
‚ staff comments or changes to disclosure in  response to staff comments in the filings
reviewed by the staff do not foreclose th e Commission from taking any action with
respect to the filing; and
‚ the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

In addition, please be advised that the Division of Enforcement ha s access to all information you
provide to the staff of the Divi sion of Corporation Finance in our review of your filing or in
response to our comments on your filing.

Please file your response to our comments via E DGAR within ten business days from the date of
this letter.  Please understand th at we may have additional comments after reviewing your
response.  You may contact Amy Geddes at 202-942-2885 or Margery Re ich at 202-942-1839 if
you have questions or me at 202- 942-1995 with any concerns as I supervised the review of your
filing.

        S i n c e r e l y ,

        David R. Humphrey
        B r a n c h  C h i e f