SecProbe.io

May 11, 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 your May 2, 2005 response letter and have the following comments.
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.  We also ask you to provide us with supplemental
information so we may better understand your disclosu re.  Please be as deta iled as necessary in
your explanation.  We look forward to working with you in these resp ects and welcome any
questions you may have about any aspects of our review.

* * * * * * * * * *

1. We note your response to our previous comment 8.  We do not disagree with your conclusion
that you have disposed of a component of an  entity, as defined by paragraphs 41 and 42 of
SFAS 144; however, your current income statement presentation is incorrect.  Please revise
your presentation of discontinued operations to comply with th e guidance and the illustration
set forth in paragraph 43 of SFAS 144.  Specifically, the results  of discontinued operations,
less applicable income taxes (ben efit), shall be reported as a separate component of income
before extraordinary items (if applicable).

2. Refer to our previous comment 9.  Please presen t the table required by paragraph 21 of EITF
03-1.  An example of the table required is  available in appendix C to EITF 03-1.

3. Refer to our previous comment 12.  It is unclear why you have altered your assumptions with
regard to the interest rate on the related party short term note payable.  Specifically, it
appears that the third party rate of 10% woul d be the most appropriate rate to use when

ITIS Holdin gs Inc.
May 11, 2005
Page 2

imputing interest as that is the rate you would have paid if third party financing had been
necessary.  As such, based upon the supplementa l information you have provided, it appears
that you should not restate your financial statements as s uggested in your response.
Alternatively, please supplementally expl ain your basis in GAAP for any proposed
restatement.

4. Refer to our previous comment 14.  You state that you intend to reclassify your preferred
stock to equity since it “is not redeemable in any manner and has no characteristics of a
liability.”  However, we also note your referen ce to related litigation in your response and in
your historical filings for earlier fiscal years.  Prior to any reclassifi cation of the shares,
please also consider whether these shares may have  been classified as a liability as a result of
this litigation and/or whether some other form of accrual may be required in accordance with SFAS 5.

* * * * * * * * * * *

As appropriate, please amend your filing and respond to these comments within 10
business days or tell us when you will provide us with a response.  You may wish to provide us
with marked copies of the amen dment to expedite our review.  Please furnish a cover letter with
your amendment that keys your responses to  our comments and provides any requested
supplemental information.  Detailed cover letters gr eatly facilitate our review.  Please understand
that we may have additional co mments after reviewing your am endment and responses to our
comments.

  We urge all persons who are responsible fo r the accuracy and adequa cy of the disclosure
in the filing reviewed by the staff to be certain that they have provided all information investors
require for an informed decision.  Since the comp any and its management are in possession of all
facts relating to a company’s disclosure, they ar e responsible for the 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 filing;

‚ staff comments or changes to disclosure in response to staff comments do not foreclose
the 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 advi sed that the Division of Enforcement has access to all
information you provide to the staff of the Divisi on of Corporation Finance in our review of your
filing or in response to our comments on your filing.

ITIS Holdin gs Inc.
May 11, 2005
Page 3

 You may contact Amy Geddes at 202- 551-3304 or Margery Reich at 202-551-
3347 if you have questions regarding comments on the financial stat ements and related matters.
Please contact me at 202-551-3211 with any other questions.

        S i n c e r e l y ,

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