<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q

                                   (Mark One)

   [X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
       Exchange Act of 1934 for the quarterly period ended March 31, 2002 or

   [ ] Transition report pursuant to Section 13 or 15(d) of the Securities
       Exchange Act of 1934 for the transition period from _____ to _____.

                       Commission File Number: 000-26739

                                   ITXC CORP.
             (Exact name of registrant as specified in its charter)

              Delaware                                22-35-31960
    (State or other jurisdiction of               (I.R.S. Employer
     incorporation or organization)               Identification No.)

                              750 College Road East
                           Princeton, New Jersey 08540
          (Address of principal executive office, including zip code)

                                 (609) 750-3333
              (Registrant's telephone number, including area code)




Indicate by checkmark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the 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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

At April 30 2002, there were 45,828,390 shares of Common Stock, par value $.001
per share, outstanding.


--------------------------------------------------------------------------------
                                                                          Page 1

<PAGE>

                                   ITXC CORP.
                                     INDEX

                                                                            Page
                                                                            ----
Part I.  Financial Information

Item 1.  Financial Statements

         Condensed Consolidated Balance Sheets as of March 31, 2002
           (Unaudited) and December 31, 2001 .............................    3

         Condensed Consolidated Statements of Operations for the
           Three Months Ended March 31, 2002 and 2001(Unaudited) .........    4

         Condensed Consolidated Statements of Cash Flows for the
           Three Months Ended March 31, 2002 and 2001(Unaudited) .........    5

         Notes to Condensed Consolidated Financial Statements
           (Unaudited) ...................................................    6

Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations ...........................   10

Item 3.  Quantitative and Qualitative Disclosure About Market Risk .......   18

Part II. Other Information

Item 1.  Legal Proceedings ...............................................   19


Item 6.  Exhibits and Reports on Form 8-K ................................   19

Signatures ...............................................................   20







--------------------------------------------------------------------------------
                                                                          Page 2

<PAGE>


PART I - Financial Information

Item 1.    Financial Statements


                           ITXC CORP. AND SUBSIDIARIES
                      Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>

                                                                March 31,      December 31,
                                                                  2002             2001
                                                               (Unaudited)

<S>                                                          <C>              <C>
Cash and cash equivalents                                    $  47,514,999    $  53,193,357
Marketable securities                                           89,496,055       94,361,251
Accounts receivable, net                                        26,263,541       21,189,007
Prepaid expenses and other current assets                        3,354,023        2,875,980
                                                             -------------    -------------
  Total current assets                                         166,628,618      171,619,595

Property and equipment, net                                     42,422,814       42,359,300
Intangible assets, net                                              95,295          101,648
Other assets                                                     1,303,664        1,300,700
                                                             -------------    -------------
   Total assets                                              $ 210,450,391    $ 215,381,243
                                                             =============    =============

Accounts payable and accrued liabilities                     $  29,632,454    $  27,579,480
Other liabilities                                                  704,365          734,365
Equipment note payable                                           1,053,061        1,196,660
Current portion of capital lease obligations                     3,118,090        3,290,981
                                                             -------------    -------------
  Total current liabilities                                     34,507,970       32,801,486

Capital lease obligation, less current portion                   1,301,790        1,976,676

Common stock                                                        45,949           45,726
Additional paid in capital                                     456,715,536      456,216,326
Deferred employee compensation                                    (697,361)      (1,394,722)
Accumulated other comprehensive income                              (2,153)         660,354
Accumulated deficit                                           (281,421,340)    (274,924,603)
                                                             -------------    -------------
  Total stockholders' equity                                   174,640,631      180,603,081

Total liabilities and stockholders' equity                   $ 210,450,391    $ 215,381,243
                                                             =============    =============
</TABLE>



See accompanying notes.








--------------------------------------------------------------------------------
                                                                          Page 3

<PAGE>

                       ITXC CORP. AND SUBSIDIARIES
                 Condensed Consolidated Statements of Operations
                                  (Unaudited)
<TABLE>
<CAPTION>

                                                                                 Three Months ended March 31,
                                                                                     2002           2001
                                                                                -----------------------------
<S>                                                                             <C>             <C>
Total revenue                                                                   $ 57,712,134    $ 36,142,867
Costs and expenses:
Data communications and telecommunications                                        48,604,350      32,023,574
Network operations                                                                 1,950,603       2,167,552
Selling, general and administrative                                                7,030,946      15,012,802
Depreciation                                                                       5,723,131       4,583,758
Amortization                                                                           6,353       6,923,320
Restructuring charges                                                              1,078,831            --
Non-cash employee compensation                                                       697,361         876,316
                                                                                ------------    ------------
  Total costs and expenses                                                        65,091,575      61,587,322
                                                                                ------------    ------------
Loss from operations                                                              (7,379,441)    (25,444,455)
                                                                                ------------    ------------
Interest income, net                                                                 882,704       2,716,866
                                                                                ------------    ------------
Net loss                                                                        $ (6,496,737)   $(22,727,589)
                                                                                ============    ============

Basic and diluted net loss per share                                            $      (0.14)   $      (0.50)
                                                                                ============    ============

Weighted average shares used in computation of basic and
    diluted net loss per share and cash basis loss per share                      45,911,511      45,140,846

</TABLE>





See accompanying notes.


--------------------------------------------------------------------------------
                                                                          Page 4


<PAGE>

                           ITXC CORP. AND SUBSIDIARIES
                 Condensed Consolidated Statements of Cash Flows

                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                                    Three months ended March 31,
                                                                                      2002                2001
                                                                                   -----------------------------
<S>                                                                                <C>             <C>
Operating activities
Net loss                                                                           $ (6,496,737)   $(22,727,589)
Adjustments to reconcile net loss to net cash
    used in operating activities:
    Depreciation                                                                      5,723,131       4,583,758
    Amortization                                                                          6,353       6,673,320
    Provision for doubtful accounts                                                     499,453       4,133,823
    Non-cash restructuring charges                                                      559,912            --
    Realized gain on sale of investments                                                (47,440)           --
    Amortization of non-cash deferred employee compensation                             697,361         876,316
    Amortization of original issue discounts                                            (32,530)       (464,811)
    Changes in operating assets and liabilities:
         Increase in accounts receivable                                             (5,573,987)     (4,852,312)
         Increase in prepaid expenses and other assets                                 (560,280)     (1,845,055)
         Increase (decrease) in accounts payable and accrued expenses                 2,052,973        (888,622)
         Decrease in other liabilities                                                  (30,000)       (171,666)
                                                                                   ------------    ------------
Net cash used in operating activities                                                (3,201,791)    (14,682,838)
                                                                                   ------------    ------------
Investing activities
Purchase of property and equipment                                                   (6,267,284)     (5,905,125)
Purchase of available for sale securities                                           (32,206,424)    (45,685,728)
Sale of available for sale securities                                                13,334,478         747,783
Maturities of available for sale securities                                          23,394,996      49,527,234
                                                                                   ------------    ------------
Net cash used in investing activities                                                (1,744,234)     (1,315,836)
                                                                                   ------------    ------------
Repayment of equipment line of credit                                                  (143,599)        (95,733)
Repayment of capital lease obligations                                                 (847,777)       (993,936)
Proceeds from exercise of stock options                                                 174,362         228,394
Proceeds from issuance of common stock related to employee stock
purchase plan                                                                           325,071         496,841
                                                                                   ------------    ------------
Net cash used in financing activities                                                  (491,943)       (364,434)
                                                                                   ------------    ------------
Effect of exchange rate fluctuations on cash                                           (240,390)         98,669
                                                                                   ------------    ------------
Decrease in cash                                                                     (5,678,358)    (16,264,439)
Cash and cash equivalents at beginning of period                                     53,193,357      36,768,527
                                                                                   ------------    ------------
Cash and cash equivalents at end of period                                         $ 47,514,999    $ 20,504,088
                                                                                   ============    ============
</TABLE>



See accompanying notes.



--------------------------------------------------------------------------------
                                                                          Page 5


<PAGE>

   ITXC CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
              ----------------------------------------------------
                                  (Unaudited)
                                  -----------

1.   Basis of Presentation

The March 31, 2002 and 2001 financial statements have been prepared by ITXC
Corp. (the "Company" or "ITXC") and are unaudited. In the opinion of the
Company's management, all adjustments (consisting solely of normal recurring
adjustments) necessary to present fairly the Company's consolidated financial
position, results of operations and cash flows for the interim periods have been
made. Certain information and footnote disclosures required under accounting
principles generally accepted in the United States have been condensed or
omitted from the consolidated financial statements and notes thereto presented
herein pursuant to the rules and regulations of the Securities and Exchange
Commission. The condensed consolidated financial statements and notes thereto
presented herein should be read in conjunction with the Company's audited
consolidated financial statements for the year ended December 31, 2001 and notes
thereto included in the Company's Annual Report on Form 10-K for the year ended
December 31, 2001 filed with the Securities and Exchange Commission. The results
of operations for the three months ended March 31, 2002 are not necessarily
indicative of the results to be expected for any other interim period or the
entire fiscal year.

The consolidated financial statements include the accounts of ITXC Corp. and its
wholly-owned subsidiaries, ITXC Data Transport Services, LLC; ITXC, Ltd.; ITXC
Asia PTE, Ltd; and ITXC Inc. All significant intercompany balances and
transactions have been eliminated in consolidation.

2.   Comprehensive Income

The components of accumulated other comprehensive income include unrealized
gains (losses) on available-for-sale securities and foreign currency translation
adjustments.

The components of comprehensive income (loss), for the three month periods ended
March 31, 2002 and 2001 were as follows:
<TABLE>
<CAPTION>

                                                         Three Months ended March 31,
                                                             2002           2001
                                                        -----------------------------
<S>                                                     <C>             <C>
Net loss                                                $ (6,496,737)   $(22,727,589)
Other comprehensive income:
  Unrealized holding gains (losses) arising
    during period (net of tax of $0)                        (422,116)      1,396,124
  Foreign currency translation adjustments                  (240,390)         98,669
                                                        ------------    ------------

Comprehensive loss                                      $ (7,159,243)   $(21,232,796)
                                                        ============    ============
</TABLE>



--------------------------------------------------------------------------------
                                                                          Page 6

<PAGE>


3.   Impairment of Long-Lived Assets and Business Reorganization Charges

In response to current market conditions and the consequent
slower-than-anticipated growth of the Company's enhanced services, in July 2001
the Company determined that certain long-lived assets related to the acquisition
of eFusion, Inc. ("eFusion")on October 12, 2000 had become impaired. During the
second quarter of 2001, the Company recognized a $108.0 million impairment
charge, which represented an $86.7 million write-down of goodwill and a $21.3
million write-down of other intangible assets to their fair values.

On October 11, 2001, the Company sold most of the tangible and intangible assets
of its e-commerce business (other than patents) to eStara, Inc., a privately
held provider of web-voiced services, in exchange for a 19.9% equity position in
eStara. This transaction resulted in a $258,000 loss which was included in the
third quarter impairment charge. The Company determined that there was a further
impairment of long-lived assets and recorded a $5.7 million impairment charge
during the third quarter of 2001 to write-down such assets to their fair value.

As part of the July and September 2001 business-reorganization plans, the
Company recorded an additional charge to earnings in 2001 of approximately $3.7
million of which $2.0 million had been paid through March 31, 2002. The charge
relates to headcount reductions of 70 employees world-wide, which approximates
$1.5 million, and facility consolidations of approximately $1.5 million as the
Company has closed its Beaverton, Oregon facility. The remaining $700 thousand
relates to a write-down of the remaining assets at the Beaverton location.

During the first quarter of 2002, the Company also recorded approximately $130
thousand in restructuring charges associated with the lease for the closed
office in Beaverton, Oregon.

In January of 2002, the Company entered into an agreement to sublease
approximately 20,000 square feet of its headquarters' space. Approximately $1.0
million of restructuring charges was recorded in association with the sublease.

4.  Goodwill and Other Intangible Assets

Effective July 1, 2001, the Company adopted SFAS No. 141 "Business Combinations"
and effective January 1, 2002, the Company adopted SFAS No. 142, "Goodwill and
Other Intangible Assets." SFAS No.141 requires business combinations initiated
after July 1, 2001 to be accounted for using the purchase method of accounting.
It also specifies the types of intangible assets that are required to be
recognized and reported separate from goodwill. Under SFAS No. 142, goodwill and
other intangible assets with indefinite lives are no longer amortized but are
reviewed for impairment annually, or more frequently if impairment indicators
arise. As a result of the 2001 impairment charges discussed above, at January 1,
2002, the Company does not have any goodwill or indefinite life intangible
assets. Accordingly, the adoption of SFAS No. 142 did not have a significant
impact on the company's results of operations and financial position.

The following table reflects unaudited pro forma results of operations of the
Company, giving effect to SFAS No. 142 as if it were adopted on January 1, 2001:

                                                   Three Months Ended March 31,
                                                       2002           2001
                                                   ----------------------------

Net loss, as reported                              $(6,496,737)  $(22,727,589)
Add back: amortization expense, net of tax                  --      6,673,319



--------------------------------------------------------------------------------
                                                                          Page 7

<PAGE>


                                                  ------------------------------
Pro forma net loss                                $(6,496,737)     $(16,054,270)
                                                  ==============================

Basic and diluted loss per common shareholders:

As reported                                              (0.14)           (0.50)
Pro forma                                                (0.14)           (0.36)


The following table summarizes the activity in Goodwill for the periods
indicated:

                                               Three Months Ended March 31,
                                                   2002           2001
                                              ------------------------------

 Beginning balance, net                             -         $96,437,788
 Amortization                                       -           5,075,669
                                              ------------------------------
 Ending balance, net                                -         $91,362,119
                                              ==============================


The following table summarizes patents which are the only Other Intangibles
subject to amortization at the dates indicated:
<TABLE>
<CAPTION>
                                              31-Mar-02                                   31-Dec-01
                                 Gross       Accumulated                    Gross        Accumulated
                             Carrying Amt       Amort          Net       Carrying Amt       Amort          Net
                          -----------------------------------------------------------------------------------------

<S>                               <C>            <C>         <C>        <C>             <C>            <C>
 Patents                       101,648          6,353        95,295       11,880,000     11,778,352     101,648
</TABLE>

Amortization expense for Other Intangibles totaled approximately $6,000 and $1.6
million for the three months ended March 31, 2002 and 2001, respectively.
Aggregate amortization expense for intangible assets is estimated to be:

Nine Months Ending December 31, 2002                        $19,062
Twelve Months Ending December 31, 2003                       25,412
Twelve Months Ending December 31,2004                        25,412
Twelve Months Ending December 31,2005                        25,412


5. Recent Accounting Pronouncements

In June 2001, the Financial Accounting Standards Board issued SFAS No. 143,
"Accounting for Asset Retirement Obligations". This Statement is effective for
fiscal years beginning after June 15, 2002, with early adoption permitted. SFAS
No. 143 addresses the recognition and measurement of obligations associated with
the

--------------------------------------------------------------------------------
                                                                          Page 8

<PAGE>

retirement of tangible long-lived assets resulting from acquisition,
construction, development, or the normal operation of a long-lived asset. SFAS
No. 143 requires that the fair value of an asset retirement obligation be
recognized as a liability in the period in which it is incurred. The asset
retirement obligation is to be capitalized as part of the carrying amount of the
long-lived asset and the expense is to be recognized over the useful life of the
long-lived asset. The Company believes that the adoption of this standard will
not have a material impact on its consolidated results of operations and
financial position.

In August 2001, the Financial Accounting Standards Board issued SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets". The effective
date for this statement is January 1, 2002 and supersedes SFAS No. 121. SFAS No.
144 carries forward from SFAS No. 121 the fundamental guidance related to the
recognition and measurement of an impairment loss related to assets to be held
and used and provides guidance related to the disposal of long-lived assets to
be abandoned or disposal by sale. The impact of adopting SFAS No. 144 had no
impact on the Company's consolidated results of operations and financial
position.


6. Legal Proceedings

The Company is involved in certain claims and legal actions arising in the
normal course of business. Management does not expect that the outcome of these
cases will have a material effect on the Company's financial position or results
of operations.

On May 23, 2000, Connectel, LLC, filed suit against the Company in the United
States Federal District Court for the Eastern District of Pennsylvania.
Connectel alleges in its complaint that the Company is infringing on the claims
of a patent owned by Connectel by, acting alone or with others, assembling,
offering to sell or selling communications networks or switching systems within
the United States and for export worldwide without license from Connectel. The
Company believes that the Connectel claims are without merit and the Company
intends to defend the lawsuit vigorously. However, should a judge issue an
injunction against the Company, such action could have a material adverse effect
on its operations.

The Company and certain of its officers/directors have been named as defendants
in several purported shareholder class action lawsuits. The lawsuits allege,
among other things, that, in connection with the Company's public offerings of
securities, its Prospectus did not disclose certain alleged practices involving
its underwriters and their customers. These actions seek compensatory and other
damages, and costs and expenses associated with the litigation. These actions
are in the early stages and the Company has not yet determined if there is any
potential material impact on its Consolidated Financial Statements. ITXC is one
of hundreds of companies named in substantially identical lawsuits. Management
believes that ITXC and its officers/directors did not engage in any improper or
illegal conduct and intends to defend these actions vigorously.

The Company has been served with a complaint filed in Virginia state court on
behalf of Hercules Communications Company, LLC in which the plaintiff demands
damages, including punitive damages, based on the Company's alleged refusal to
carry out a purported agreement to purchase certain assets from Hercules. The
claims were primarily based on alleged breach of contract, breach of implied
contract, breach of an oral contract, promissory estoppel and fraud. The Court
dismissed plaintiff's claim for promissory estoppel and fraud, but did allow the
plaintiff to refile its fraud complaint. Discovery is now underway. A trial date
has been set for September of 2002. The Company does not believe the case to be
meritorious and intends to vigorously defend its conduct.

We are not a party to any other legal proceeding, the adverse outcome of which
is expected to have a material adverse effect on our business, financial
condition, operating results or future prospects.

7. Subsequent Event

--------------------------------------------------------------------------------
                                                                          Page 9


<PAGE>

On May 2, 2002 the Company purchased assets which comprised the wholesale call
completion business operated by Nexcom Telecommunications, LLC in 11 countries
in eastern Europe, for $9 million in cash and for 533,701 shares of the
Company's common stock. 275,459 of those shares and $1.5 million in cash are
subject to an escrow agreement supporting Nexcom's indemnification obligations
to the Company. Nexcom had previously provided termination services to the
Company in most of the countries in which the assets are located. In connection
with this acquisition the Company acquired capital assets and may hire a small
number of Nexcom's employees located in those countries. The Company will
account for this transaction under the purchase accounting method in accordance
with FASB Statements No. 141, Business Combinations.

Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

The following discussion and analysis should be read in conjunction with the
Consolidated Financial Statements, the related Notes to Consolidated Financial
Statements and Management's Discussion and Analysis of Financial Condition and
Results of Operations included in the Company's Annual Report on Form 10-K for
the year ended December 31, 2001 (the "10-K") and the Unaudited Condensed
Consolidated Financial Statements and related Notes to Consolidated Financial
Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q.

ITXC has included in this Quarterly Report certain "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995
concerning ITXC's business, operations and financial condition. "Forward-looking
statements" consist of all non-historical information, and the analysis of
historical information, including the references in this Quarterly Report to
future revenue growth, future expense growth, future credit exposure, EBITDA,
future profitability, anticipated cash resources, anticipated capital
expenditures, capital requirements, and the Company's plans for future periods.
In addition, the words "could", "expects", "anticipates", "objective", "plan",
"may affect", "may depend", "believes", "estimates", "projects" and similar
words and phrases are also intended to identify such forward-looking statements.

Actual results could differ materially from those projected in the Company's
forward-looking statements due to numerous known and unknown risks and
uncertainties, including, among other things, unanticipated technological
difficulties, the volatile and competitive environment for Internet telephony,
changes in domestic and foreign economic, market and regulatory conditions, the
inherent uncertainty of financial estimates and projections, the difficulties of
integrating businesses which were previously operated as stand-alone units, the
creditworthiness of our customers, the uncertainties involved in certain legal
proceedings, instabilities arising from terrorist actions and responses thereto,
and other considerations described as "Risk Factors" in Exhibit 99.1 to the 10-K
("Exhibit 99.1") and in other filings by the Company with the SEC. Such factors
may also cause substantial volatility in the market price of the Company's
common stock. All such forward-looking statements are current only as of the
date on which such statements were made. ITXC does not undertake any obligation
to publicly update any forward-looking statement to reflect events or
circumstances after the date on which any such statement is made or to reflect
the occurrence of unanticipated events.

Critical Accounting Policies and Estimates
------------------------------------------

ITXC's discussion and analysis of its financial condition and results of
operations are based upon the Company's Condensed Consolidated Financial
Statements, which have been prepared in accordance with accounting principles
generally accepted in the United States. The preparation of these financial
statements requires the Company to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities. On an on-going basis, the
Company evaluates its estimates, including those related to bad debts,
investments, intangible assets, restructuring and litigation. The Company bases
its estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of

--------------------------------------------------------------------------------
                                                                         Page 10

<PAGE>

assets and liabilities that are not readily apparent from other sources. Actual
results may differ from these estimates under different assumptions or
conditions.

The Company believes the following critical accounting policies apply to and
affect significant judgments and estimates used in the preparation of its
Condensed Consolidated Financial Statements:

Allowance for Doubtful Accounts. The Company maintains allowances for doubtful
accounts for estimated losses resulting from the inability of its customers to
make required payments. If the financial condition of the Company's customers
were to deteriorate, resulting in an impairment of their ability to make
payments, additional allowances may be required. The Company estimates the
amount of the allowance for doubtful accounts required to reduce accounts
receivable to expected net realized value by reviewing the status of significant
past-due receivables and analyzing historical bad debt trends.

Revenue Recognition. The Company recognizes telecommunications revenue and the
related costs at the time the services are rendered. Telecommunications revenue
is derived from fees charged to terminate voice and fax services over the
Company's network. Increased competition from other providers of Internet
telephony services and traditional telephony services could materially adversely
affect revenue in future periods. To date, the Company has derived a significant
portion of its revenue from a small number of customers. The loss of a major
customer could have a material adverse effect on the Company's business,
financial condition, operating results and future prospects.

Overview

         We are a leading global provider of voice and fax services established
in July 1997. We primarily use the Internet for transport of these calls.

In April 1998, we launched our first service delivered over ITXC.net--our
WWeXchange service. Our operations since that time have included:

         o   increasing our voice traffic, from 2,746 minutes during April 1998
             to approximately 652 million minutes carried through our WWeXchange
             service during the quarter ended March 31, 2002;

         o   refining our monitoring and analysis software in order to achieve
             BestValue Routing;

         o   expanding our affiliate network to 250 affiliates at April 30,
             2002;

         o   increasing the global reach of ITXC.net to 152 countries at April
             30, 2002;

         o   increasing our direct connection to customers using ITXC-owned
             SNARCs located at the customers' premises; and

         o   increasing our employee headcount, from 29 employees on April 1,
             1998 to 226 employees on March 31, 2002.

To date, our primary sources of revenue have been the fees that we receive from
customers for terminating calls that they have originated. Our revenue for
terminating calls over ITXC.net has depended primarily upon the following
factors:

         o   the volume of voice traffic carried over ITXC.net, which is
             measured in terms of minutes of voice traffic;

         o   the mix of voice traffic carried over ITXC.net, which reflects the
             fact that calls made over certain routes will generate greater
             revenues than calls of a similar duration made over other routes;

         o   pricing pressures resulting from competitive conditions in our
             markets; and

         o   our ability to maximize our "buy-sell" margin, i.e. the difference
             between what we pay to receive termination service and what we are
             able to charge our customers.

--------------------------------------------------------------------------------
                                                                         Page 11


<PAGE>

Competition from other providers of Internet telephony services and traditional
telephony services could materially adversely affect revenue in future periods.

To date, we have derived a significant portion of our revenue from a small
number of customers. The loss of a major customer could have a material adverse
effect on our business, financial condition, operating results and future
prospects.

       Our operating expenses have been primarily:

         o        Data Communications and Telecommunications Expenses.
                  ---------------------------------------------------
                  Internet-related expenses, consisting primarily of:

                   o       costs associated with sending voice traffic,
                           primarily fees that we pay to our affiliates to
                           terminate or assist us in terminating calls, fees
                           that we pay when we find it necessary to utilize the
                           traditional telephone network or private data
                           networks to terminate calls and expenses incurred in
                           connecting our customers to our network; these
                           expenses are largely proportional to the volume of
                           voice traffic carried over our network; and

                   o       costs associated with buying Internet access at
                           ITXC-operated locations; these costs are largely
                           proportional to the bandwidth of access acquired and
                           do not typically vary based upon volume of voice
                           traffic until additional bandwidth needs to be
                           acquired.

         o        Network Operations Expenses. Expenses associated with
                  ---------------------------
                  operating the network, consisting primarily of the salaries,
                  payroll taxes and benefits that we pay for those employees
                  directly involved in the operation of ITXC.net and related
                  expenses. During the period (October 2000 through October
                  2001) that we operated an e-commerce business, network
                  operations expenses also include related expenses incurred to
                  operate our e-commerce services.

         o        Selling, General and Administrative Expenses. There are three
                  components of selling, general and administrative expenses,
                  consisting of the following:

                   O       Sales and Marketing Expenses. Salaries, payroll
                           ----------------------------
                           taxes, benefits and commissions that we pay for sales
                           personnel and expenses associated with the
                           development and implementation of our promotion and
                           marketing campaigns that are deployed both
                           domestically and internationally. We anticipate that
                           sales and marketing expenses will increase in the
                           future as we expand our internal sales force, hire
                           additional marketing personnel and increase
                           expenditures for promotion and marketing on a global
                           level. We expect that such expenses will also
                           increase as telecommunications revenue increases.

                   o       Development Expenses. Salary, payroll tax and benefit
                           --------------------
                           expenses that we pay for employees and consultants
                           who work on the development of our network management
                           approaches and future applications of our technology.
                           We believe that investing in the enhancement of our
                           technology is critical to our future success. We
                           expect that our development expenses will increase in
                           future periods, based upon various factors,
                           including:

                                o       the importance to us of BestValue
                                        Routing;

                                o       the pace of technological change in our
                                        industry; and

                                o       our goal of expanding the applications
                                        of our technology.

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                                                                         Page 12


<PAGE>

                  o        General and Administrative Expenses. Salary, payroll
                           -----------------------------------
                           tax and benefit expenses and related costs for
                           general corporate functions, including executive
                           management, finance, administration, facilities,
                           information technology and human resources, together
                           with accounts receivable reserves. We expect that
                           general and administrative expenses will increase in
                           the future as we hire additional personnel and incur
                           additional costs related to the growth of our
                           business and operations. In addition, we expect to
                           expand our facilities and incur associated expenses
                           to support our anticipated growth.

         o        Non-Cash Employee Compensation Expenses. Non-cash employee
                  ---------------------------------------
                  compensation represents compensation expense incurred in
                  connection with the grant of certain stock options to our
                  employees with exercise prices less than the fair value of our
                  Common Stock at the respective dates of grant. During 1999,
                  but prior to our initial public offering, we granted options
                  to purchase 3,413,500 shares of our Common Stock at exercise
                  prices equal to or less than fair value, resulting in non-cash
                  charges of approximately $12.4 million. Similarly, in
                  connection with our eFusion acquisition during 2000, we were
                  required to take non-cash charges of approximately $0.7
                  million in connection with options granted in exchange for
                  options previously granted by eFusion. We expect that our
                  non-cash employee compensation charges will be fully expensed
                  by the end of the second quarter of 2002.

We believe that the services we provide over the Internet are not currently
actively regulated in the U.S. Several efforts have been made, however, to enact
federal legislation that would regulate certain aspects of the Internet. In
addition, the Federal Communications Commission has been considering various
initiatives that could affect the provision of Internet telephony, its
regulatory status, and the obligations to make payments to the Universal Service
Fund. An adverse outcome of either regulatory proceedings or legislation could
increase our costs significantly and could materially adversely affect our
business, operating results, financial condition and future prospects.

We anticipate that from time to time our operating expenses may increase on a
per minute basis as a result of our decisions to route additional traffic over
the traditional telephone network or private data networks in order to maintain
quality transmissions during relatively short periods of time as we transition
our network to increased levels of capacity. During these periods, we
occasionally experience reductions in volume from certain customers.
Historically, we have satisfactorily resolved these transition issues. However,
in the future other anticipated or unanticipated operating problems associated
with the growth of ITXC.net may develop.

In response to current market conditions and the consequent
slower-than-anticipated growth of the Company's enhanced services, during the
second quarter of 2001, we recognized a $108.0 million impairment charge, which
represented an $86.7 million write-down of goodwill and a $21.3 million
write-down of other intangible assets to their fair values.

On October 11, 2001, we sold most of the tangible and intangible assets of our
e-commerce business (other than patents) to eStara, Inc., a privately held
provider of web-voiced services, in exchange for a 19.9% equity position in
eStara. We valued this investment at $700,000. We determined that there was a
further impairment of long-lived assets and recorded a $5.7 million impairment
charge during the third quarter of 2001 to write-down such assets to their fair
value. In addition, as part of our July and September 2001
business-reorganization plans, we recorded a charge to earnings totaling
approximately $3.7 million in the third and fourth quarters of 2001. This charge
is primarily comprised of headcount reductions of 70 employees world-wide
(approximately $1.5 million) and facility consolidations (approximately $1.5
million) as we closed the Beaverton, Oregon facility in which eFusion had
previously operated and terminated or transferred to eStara the employees
related to our e-commerce business. The remaining $700 thousand relates to a
write-down of the remaining assets at the Beaverton location.

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                                                                         Page 13


<PAGE>

Since our inception in July 1997, we have experienced operating losses in each
quarterly and annual period and negative cash flows from operations in each
quarter since we commenced offering services over ITXC.net in April 1998. As of
March 31, 2002, we had an accumulated deficit of $281.4 million. The profit
potential of our business is unproven, and our limited operating history makes
an evaluation of us and our prospects difficult. We may not achieve
profitability or, if we achieve profitability, we might not sustain
profitability.

Results of Operations - Comparison of the Three Months Ended March 31,
2002 and 2001

    Revenues

Telecommunications revenues amounted to $57.7 million during the quarter ended
March 31, 2002. Approximately 99.5% of total revenue during the three months
ended March 31, 2002 was derived from our WWeXchange service, which provides
international call completion to our customers and enables them to offer their
own customers phone-to-phone global voice service. The remaining revenue was
derived principally from our webtalkNOW! service, a PC-to-telephone service
which allows Internet portals, Internet service providers and web sites to offer
web-to-phone calling to their customers under their own brands.

Revenues during the quarter ended March 31, 2002 increased 59.7% from the
comparable period in 2001. These increases were a result of more calls being
carried on our network, ITXC.net.

We carried approximately 652 million minutes of WWeXchange service traffic in
the first quarter of 2002 as compared with 345 million minutes during the first
quarter of 2001. During the quarter ended March 31, 2002, our average revenues
per minute for WWeXchange service were 8.8 cents per minute, as compared with
10.2 cents per minute during the quarter ended March 31, 2001. The decline in
average revenues per minute is primarily attributable to a change in route mix
during the first quarter of 2002 and the overall decline in rates experienced in
telecommunications over the past year.

Our webtalkNOW! traffic was significantly less during the first quarter of 2002
as compared to the first quarter of 2001 as a result of the decline in the
number and financial strength of the Internet-based (so-called "dot.com")
consumer businesses that formed a portion of the potential customer base of our
webtalkNOW! service and the greatly weakened financial condition of the
surviving competitive local exchange carriers(CLECs).

    Operating Expenses

Data Communications and Telecommunications Expenses. During the three months
ended March 31, 2002 and 2001, data communication and telecommunications
expenses amounted to $48.6 million and $32.0 million, respectively, or 84.2% and
88.6% of telecommunications revenues, respectively. The increase in the dollar
amount of such costs primarily reflected the increased traffic during 2002, as
well as costs associated with establishing and increasing capacity at our hubs
in anticipation of future growth in traffic. The reduced percentage of
telecommunications revenue represented by such costs is a result of the
Company's ability of leveraging these costs over a larger revenue base.

Network Operations Expenses. Network operations expenses decreased to $2.0
million during the three months ended March 31, 2002 from $2.2 million during
the three months ended March 31, 2001. Such expenses primarily reflected the
cost of operating our 24-hours-a-day, 7 days-a-week network operations center,
as well as costs associated with the Jersey City, New Jersey, Los Angeles,
California and London hubs. Such costs represented 3.4% and 6.0% of
telecommunications revenues during the three months ended March 31, 2002 and
2001. This improvement in 2002 resulted from a number of factors, including the
elimination of a duplicative network operation center in Beaverton, absence of
certain start up expenses associated with hubs brought online or improved in
2001 and an increased revenue base in 2002. We anticipate that we will be able
to continue to leverage these costs over a larger revenue base in future
quarters.


--------------------------------------------------------------------------------
                                                                         Page 14


<PAGE>


Selling, General and Administrative Expenses. Selling, general and
administrative ("SG&A") expenses decreased to $7.0 million during the three
months ended March 31, 2002 from $15.0 million during the three months ended
March 31, 2001. As a percentage of revenues, SG&A expenses decreased to 12.2%
from 41.5% over the comparable three-month period. During the first quarter of
2001, a reserve of $3.2 million over and above our normal reserves for
receivables was taken because of the bankruptcy filing of a major customer,
certain other bankruptcies and the poor financial condition of some of the Tier
2 carriers who are or who had been our customers. SG&A expenses for the first
quarter of 2002 were $1.0 million less than SG&A expenses for the quarter ended
December 31, 2001. We had 226 employees at March 31, 2002, as compared with 222
employees at the beginning of the first quarter of 2002 and compared with 308
employees at the end of the first quarter of 2001.

As our revenues continue to grow, we expect SG&A expenses to decrease as a
percentage of revenues, although they will likely increase in absolute terms.
Such expectation represents a forward-looking statement under the Private
Securities Litigation Reform Act of 1995. Actual results could differ from such
expectation as a result of a number of factors, including the rate of revenue
growth, if any, the extent to which we incur unanticipated expenses associated
with revenue growth and the extent to which our customers present unanticipated
credit problems.

        Depreciation

Depreciation expense increased to $5.7 million during the three months ended
March 31, 2002 from $4.6 million during the three months ended March 31, 2001.
These increases reflect the expansion of our network and hubs and the addition
of new technologies deployed throughout our network. We added $6.3 million of
capital expenditures during the first quarter. As a percentage of revenue,
depreciation expense for the three month periods was 9.9% in 2002 and 12.7% in
2001.

        Amortization and Write-Off of Intangibles; Impairment Charges

We recorded $101.5 million of goodwill and $32.0 million of other intangibles in
2000 connection with our October 2000 acquisition of eFusion, which was
accounted for as a purchase transaction, all of which were, prior to the
impairment charge described below, being amortized over five years. Accordingly,
independent of the impairment charge described below, we amortized $6 thousand
and $6.7 million of intangibles during the three months ended March 31, 2002 and
March 31, 2001, respectively.

In response to market conditions and the consequent slower-than-anticipated
growth of the Company's enhanced services, we determined that certain long-lived
assets related to our October 2000 eFusion acquisition have become impaired.
During the second quarter of 2001, we recognized a $108.0 million impairment
charge. During the third quarter of 2001, we recognized an additional $5.7
million impairment charge which represented an additional write-down of
intangible assets to their fair value.

        Non-Cash Employee Compensation Expenses

Non-cash employee compensation expense decreased to $0.7 million during the
quarter ended March 31, 2002 from $0.9 million during the quarter ended March
31, 2001, representing amortization of deferred compensation incurred in
connection with the grant of options at exercise prices less than fair value. We
expect the remaining $700 thousand of these costs to be fully amortized by the
end of the second quarter of 2002.

        Interest Income, Net

Our interest income, net principally represents income from cash and investments
which, in turn, were derived from capital contributions made by our investors.

In addition to the capital invested near the inception of our business, we
raised net proceeds of $9.9 million and $14.9 million from a group of investors
in private transactions completed during April 1998 and February 1999,
respectively; we raised

--------------------------------------------------------------------------------
                                                                         Page 15

<PAGE>

net proceeds of $78.4 million from our initial public offering completed in
October 1999; and we raised net proceeds of $161.4 million from our follow-on
public offering completed in March 2000. During the quarters ended March 31,
2002 and 2001, the interest on our marketable securities, including the interest
earned on the proceeds from our initial and follow-on public offerings, exceeded
the interest that we paid on our line of credit and capital leases by $0.9
million and $2.7 million, respectively. The reduction reflects our usage of cash
and yield reductions resulting from a decline in short-term interest rates.

Interest income, net decreased in the first quarter of 2002 versus the fourth
quarter of 2001 as a result of realized gains in the fourth quarter that we did
not have in the first quarter of 2002. In addition, yields were lower in the
first quarter of 2002 versus the fourth quarter of 2001 due to a reduction in
interest rates.

         Restructuring Charges

During the first quarter of 2002, we recorded a $1.1 million charge.
Approximately $1.0 million relates to the sub-lease on our headquarters' space
effective January 2002 and the balance relates to charges associated with real
estate leases for our closed office in Beaverton, Oregon. We expect to continue
to incur $150 thousand of quarterly restructuring charges in connection with the
Beaverton lease through the 4th quarter of 2005 or until we are able to sublease
that facility and offset a portion of all of those quarterly charges.

         Losses

We have reported net operating losses and net losses since our inception. We
believe that we will first report positive net income and cash flow within
twelve to eighteen months. This estimate represents a forward-looking statement
under the Private Securities Litigation Reform Act of 1995. However, we cannot
assure you that we will report positive net income and cash flow within twelve
to eighteen months; due to the risk factors described in the first paragraph of
this "Management's Discussion and Analysis", our actual results could vary
materially from our estimate.

         Liquidity and Capital Resources

Prior to our initial public offering, we financed our operations primarily
through the private placement of our capital stock and, to a lesser extent,
through equipment financing. Net proceeds from our initial public offering,
including proceeds resulting from the exercise by the underwriters of their
over-allotment option, were $78.4 million. This capital was supplemented by net
proceeds of $161.4 million raised upon consummation of our March 2000 follow-on
offering of Common Stock.

Net cash used in financing activities was $0.5 million for the three months
ended March 31, 2002, principally reflecting the repayment of certain capital
lease obligations.

Net cash used in operating activities amounted to $3.2 million for the three
months ended March 31, 2002, reflecting net operating losses and increased
accounts receivable, partially offset by increases in accounts payable and
accrued liabilities.

Net cash used in investing activities was $1.7 million for the three months
ended March 31, 2002 and was primarily related to the purchases of property and
equipment. During the first quarter of 2002 the Company incurred $6.3 million in
capital expenditures.

As of March 31, 2002, our principal commitments consisted of obligations
outstanding under operating and capital leases. At that date, future minimum
payments for non-cancelable leases includes required payments of $5.1 million
during 2003 and $18.3 million for years 2004-2007 and thereafter under all
leases. The minimum lease payments have not been reduced by minimum operating
sublease rentals of $2.6 million due in the future under noncancelable
subleases. We anticipate a substantial

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                                                                         Page 16

<PAGE>

increase in capital expenditures and lease commitments consistent with the
anticipated growth in operations, infrastructure and personnel.

We maintain a credit agreement that provides a committed line of credit from a
financial institution in the aggregate amount of $10.0 million. We are permitted
to use any portion of that commitment under a revolving line of credit for
working capital or under an equipment sub-line for the purchase of certain
capital equipment and related software. This credit agreement is collateralized
by substantially all of our assets. As of March 31, 2002, our outstanding
balance under the facility was $1.1 million. We are permitted to borrow under
the credit agreement until June 2002. Loans outstanding under the equipment
sub-line are due and payable 36 months after the final draw under the equipment
sub-line. We expect to pay all outstanding balances on this line of credit
during the second quarter of 2002.

Interest accrues at a floating rate per annum equal to the higher of our
lender's published prime rate and the weighted average federal funds rate
available to our lender plus 0.5%.

The credit agreement contains customary financial and other covenants and may be
terminated by our lender 45 days after the occurrence of certain mergers,
acquisitions and investments. As of March 31, 2002, we were in compliance with
all of the covenants under our credit agreement.

The sources of our short-term funding continue to be the capital that we have
raised and, to a lesser extent, the credit that has been extended to us. Our
capital requirements depend on numerous factors, including market acceptance of
our services, the responses of our competitors, the resources allocated to
ITXC.net and the development of future applications of our technology, our
success in marketing and selling our services, and other factors. We have
experienced substantial increases in our capital expenditures since our
inception, consistent with growth in our operations and staffing, and we
anticipate that our capital expenditures will continue to increase in the
future. We will evaluate possible acquisitions of, or investments in,
complementary businesses, technologies or services (see, "Subsequent Event,"
below) and plan to expand our sales and marketing programs. Any such possible
acquisition may be material and may require us to incur a significant amount of
debt or issue a significant number of equity securities. Further, any businesses
that we acquire will likely have their own capital needs, which may be
significant, which we would be called upon to satisfy independent of the
acquisition price. We currently believe that our available cash and cash
equivalents, after taking into account the stock buyback program described
above, will be sufficient to meet our anticipated needs for working capital and
capital expenditures for at least the next 12 months. This statement represents
a forward-looking statement under the Private Securities Litigation Reform Act
of 1995. Actual results could differ materially from our expectations. We may
need to raise additional funds in order to fund more rapid expansion, to develop
new or enhance existing services, to respond to competitive pressures or to
acquire or invest in complementary business, technologies or services.
Additional funding may not be available on favorable terms or at all.

The following summarizes ITXC's contractual obligations at March 31, 2002, and
the effect such obligations are expected to have on the Company's liquidity and
cash flow in future periods.
<TABLE>
<CAPTION>
      Contractual Obligations                                      Payments Due by Period

                                                        Less than 1
                                           Total            year         1-3 years     4 - 5 years     After 5 years
<S>                                     <C>              <C>            <C>             <C>             <C>
Capital Lease Obligations               $ 6,262,390      $3,810,435     $2,451,955          --               --
Operating Leases                         24,357,215       3,436,519      5,631,536       2,734,666       12,554,494
                                        -----------      ----------     ----------      ----------      -----------
Total Contractual Cash
Obligations                             $30,619,605      $7,246,954     $8,083,491      $2,734,666      $12,554,494
                                        ===========      ==========     ==========      ==========      ===========
</TABLE>


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                                                                         Page 17

<PAGE>

<TABLE>
<CAPTION>
   Other Commercial                                               Amount of Commitment Expiration Per Period
      Commitments                      Total Amounts
                                         Committed        Less than 1
                                                              year      1 - 3 years     4 - 5 years     Over 5 years
<S>                                     <C>              <C>            <C>             <C>             <C>
Lines of Credit                         $1,053,061       $1,053,061            --              --               --
Standby Letters of Credit                2,309,030        2,309,030            --              --               --
                                        ----------       ----------     ----------      ----------      -----------
Total Commercial Commitments            $3,362,091       $3,362,091            --              --               --
                                        ==========       ==========     ==========      ==========      ===========
</TABLE>
Subsequent Event

On May 2, 2002 we purchased assets which comprised the wholesale business
operated by Nexcom Telecommunications, LLC in 11 countries in eastern Europe,
for $9 million in cash and for 533,701 shares of our common stock. 275,459 of
those shares and $1.5 million are subject to an escrow agreement supporting
Nexcom's indemnification obligations to the Company. Nexcom had previously had
provided termination services to us in most of the countries in which the assets
are located. In connection with the acquisition we have acquired capital assets
and may acquire a small number of employees located in those countries. The
Company will account for this transaction under the purchase accounting method
in accordance with FASB Statements No. 141, Business Combinations.

Recent Accounting Pronouncements

Effective July 1, 2001, the Company adopted SFAS No. 141 "Business Combinations"
and effective January 1, 2002, the Company adopted SFAS No. 142, "Goodwill and
Other Intangible Assets." SFAS No. 141 requires business combinations initiated
after July 1, 2001 to be accounted for using the purchase method of accounting.
It also specifies the types of intangible assets that are required to be
recognized and reported separate from goodwill. Under SFAS No. 142, goodwill and
other intangible assets with indefinite lives are no longer amortized but are
reviewed for impairment annually, or more frequently if impairment indicators
arise. As a result of the 2001 impairment charges, at January 1, 2002, the
Company does not have any goodwill or indefinite life intangible assets.
Accordingly, the adoption of SFAS No. 142 did not have a significant impact on
the Company's results of operations and financial position.

In June 2001, the Financial Accounting Standards Board issued SFAS No. 143,
"Accounting for Asset Retirement Obligations". This Statement is effective for
fiscal years beginning after June 15, 2002, with early adoption permitted. SFAS
No. 143 addresses the recognition and measurement of obligations associated with
the retirement of tangible long-lived assets resulting from acquisition,
construction, development, or the normal operation of a long-lived asset. SFAS
No. 143 requires that the fair value of an asset retirement obligation be
recognized as a liability in the period in which it is incurred. The asset
retirement obligation is to be capitalized as part of the carrying amount of the
long-lived asset and the expense is to be recognized over the useful life of the
long-lived asset. The Company believes that the adoption of this standard will
not have a material impact on its consolidated results of operations and
financial position.

In August 2001, the Financial Accounting Standards Board issued SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets". The effective
date for this statement is January 1, 2002 and supersedes SFAS No. 121. SFAS No.
144 carries forward from SFAS No. 121 the fundamental guidance related to the
recognition and measurement of an impairment loss related to assets to be held
and used and provides guidance related to the disposal of long-lived assets to
be abandoned or disposal by sale. The impact of adopting SFAS No. 144 had no
impact on its consolidated results of operations and financial position.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

We had investments of $131.3 million as of March 31, 2002 in certain marketable
securities, which primarily consist of short-term fixed income investments. Due
to the short-term nature of our investments, we believe that the effects of
changes in interest rates are limited and would not have a material impact on
our financial condition or operating results.


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                                                                         Page 18

<PAGE>

PART II - Other Information

Item 1. Legal Proceedings

On May 23, 2000, Connectel, LLC, filed suit against us in the United States
Federal District Court for the Eastern District of Pennsylvania. Connectel
alleges in its complaint that we are infringing on the claims of a patent owned
by Connectel by, acting alone or with others, assembling, offering to sell or
selling communications networks or switching systems within the United States
and for export worldwide without license from Connectel. We believe that the
Connectel claims are without merit and we intend to defend the lawsuit
vigorously. However, should a judge issue an injunction against us, such action
could have a material adverse effect on our operations.

The Company and certain of its officers/directors have been named as defendants
in several purported shareholder class action lawsuits. The lawsuits allege,
among other things, that, in connection with the Company's public offerings of
securities, its Prospectus did not disclose certain alleged practices involving
its underwriters and their customers. These actions seek compensatory and other
damages, and costs and expenses associated with the litigation. These actions
are in the early stages and the Company has not yet determined if there is any
potential material impact on its Consolidated Financial Statements. ITXC is one
of hundreds of companies named in substantially identical lawsuits. Management
believes that ITXC and its officers/directors did not engage in any improper or
illegal conduct and intends to defend these actions vigorously.

The Company has been served with a complaint filed in Virginia state court on
behalf of Hercules Communications Company, LLC in which the plaintiff demands
damages, including punitive damages, based on the Company's alleged refusal to
carry out a purported agreement to purchase certain assets from Hercules. The
claims were primarily based on alleged breach of contract, breach of implied
contract, breach of an oral contract, promissory estoppel and fraud. The Court
dismissed plaintiff's claim for promissory estoppel and fraud, but did allow the
plaintiff to refile its fraud complaint. Discovery is now underway. A trial date
has been set for September of 2002. The Company does not believe the case to be
meritorious and intends to vigorously defend its conduct.

We are not a party to any other legal proceeding, the adverse outcome of which
is expected to have a material adverse effect on our business, financial
condition, operating results or future prospects.

Item 6. Exhibits and Reports on Form 8-K

         (a)  Exhibits:


              99.1   Risk Factors (incorporated by reference to Exhibit 99.1 to
                     the Company's Annual Report on Form 10-K for the year ended
                     December 31, 2001)

         (b)  No Current Reports on Form 8-K were filed during the quarter ended
March 31, 2002.


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                                                                         Page 19


<PAGE>

                                   SIGNATURES

Pursuant to the requirements 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.

                                        ITXC CORP.

                                        By: /s/ Edward B. Jordan

                                            ------------------------------
                                            Edward B. Jordan
                                            Executive Vice President,
                                            Chief Financial Officer and
                                            Chief Accounting Officer

Dated:  May 15, 2002






--------------------------------------------------------------------------------
                                                                         Page 20


<PAGE>

                                  EXHIBIT INDEX

99.1   Risk Factors (incorporated by reference to Exhibit 99.1 to the Company's
       Annual Report on Form 10-K for the year ended December 31, 2001)


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                                                                         Page 21