8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)   April 27, 2004

INFOTECH USA, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-22693	11-2889809
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

7 Kingsbridge Road, Fairfield, New Jersey	07004
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code:          (973) 227-8772

Page 1

Item 5.    Other Events and Required FD Disclosure

        On September 5, 2003, InfoTech USA, Inc. (the “Company”) received a letter from IBM Credit LLC (“IBM”) constituting formal notice of termination of the Agreement for Wholesale Financing dated as of April 20, 1994 between the Company and IBM (the “Agreement”), effective March 10, 2004. On March 3, 2004, the Company and IBM entered into an agreement pursuant to which IBM agreed to extend the termination date of the Agreement from March 10, 2004 to April 9, 2004. On April 27, 2004, the Company and IBM entered into an agreement pursuant to which IBM agreed to further extend the termination date of the Agreement from April 9, 2004 to June 18, 2004. A copy of the agreement entered into between the Company and IBM on April 27, 2004 is attached hereto as Exhibit 10.1.

        The Company continues to negotiate with a financing company to replace the credit line under the Agreement. While the Company believes that it will be successful in obtaining a replacement for the credit line prior to June 18, 2004, there can be no assurance that the Company will be successful in negotiating such a replacement or that, if successful, such a replacement will be on terms favorable to the Company. The Company’s inability to have continuous access to financing at reasonable costs may materially and adversely impact its financial condition, results of operations and cash flows.

Item 7.    Financial Statements, Pro Forma Financial Information and Exhibits

        (c)     Exhibits.

        10.1      Letter agreement, dated April 27, 2004, from IBM Credit LLC to InfoTech USA, Inc.

Page 2

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INFOTECH USA, INC.
(Registrant)

Date:   April 28, 2004	By:	/s/ J. Robert Patterson
		J. Robert Patterson Vice President, Chief Financial Officer, Treasurer and Director

Page 3

EX-10.1

EXHIBIT 10.1

[IBM CREDIT LLC LETTERHEAD]

April 27, 2004

Mr. J. Robert Patterson
CFO and Treasurer
Info Tech USA, Inc.
7 Kingsbridge Road
Fairfield, NJ 07004

Dear Mr. Patterson:

Reference is hereby made to the following: (i) Agreement for Wholesale Financing executed on April 20, 1994, by Info Tech USA, Inc. (“Info Tech”) (as amended, supplemented or otherwise modified from time to time, the “Agreement”), (ii) e-mail addressed to you from Mr. Bruce Gordon dated August 28, 2003 whereby Mr. Bruce Gordon informed you that IBM Credit would no longer finance Info Tech’s product effective approximately 180 days from the date of a formal notice sent by IBM Credit to Info Tech, (iii) IBM Credit’s letter to Info Tech dated September 5, 2003 whereby IBM Credit formally notified Info Tech of the Termination Date (the “September 5th Letter”) and (iv) IBM Credit’s letter to Info Tech dated March 3, 2004 whereby IBM Credit extended the Termination Date to April 9, 2004, subject to certain conditions (the “March 3, 2004 Letter ”). All capitalized terms not otherwise defined in this letter, the September 5th Letter or the March 3, 2004 Letter shall have the respective meanings set forth in the Agreement.

Info Tech has requested that IBM Credit extend the Termination Date from April 9, 2004 to June 18, 2004. As an accommodation and to continue to assist Info Tech in making replacement financing arrangements, IBM Credit agrees to this request provided Info Tech agrees to the terms of this letter.

By executing this letter, Info Tech reaffirms that (x) it will not be relieved of any obligations to IBM Credit arising out of IBM Credit’s advances or commitments made before the Termination Date, (y) all of IBM Credit’s rights and remedies under the Agreement shall be unaffected until all of Info Tech’s obligations to IBM Credit are paid in full. IBM Credit reserves any and all rights and remedies that IBM Credit now has or may have in the future with respect to Info Tech, including any and all rights or remedies which it may have in the future as a result of Customer’s failure to comply with any of the terms of the Agreement, and (z) that no new default has occurred under the Agreement.

Notwithstanding any other terms in the Agreement and provided no default occurs under the Agreement, Info Tech may repay, prior to and after the Termination Date, all such obligations according to the terms of each billing statement provided by IBM Credit to Info Tech.

Please acknowledge your agreement to the terms set forth herein by signing a copy of this letter where indicated and returning it to the attention of Mr. Bruce Gordon at the above address.

Sincerely, Acknowledged and Agreed:

IBM CREDIT LLC

/s/ Steven A. Flanagan INFO TECH USA, INC.

/s/ J. Robert Patterson

Steven A. Flanagan
Manager, Global Special Handling J. Robert Patterson
Chief Financial Officer and Treasurer