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

                                   FORM 10-QSB

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934

               For the quarterly period ended: September 30, 2002

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(D)  OF THE  SECURITIES
     EXCHANGE ACT


                         Commission File Number: 0-30275

                                  I-TRAX, INC.
                   ------------------------------------------
              (Exact name of small business issuer in its charter)

            Delaware                                    23-3057155
   --------------------------                   --------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

                One Logan Square, 130 N. 18th Street, Suite 2615
                        Philadelphia, Pennsylvania 19103
                           --------------------------
                    (Address of principal executive offices)

                                 (215) 557-7488
                           --------------------------
                           (Issuer's telephone number)

                 -----------------------------------------------

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that 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 [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the last practicable date: As of October 31, 2002, the Registrant
had 46,986,356 shares of its $0.001 par value Common Stock outstanding.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]



<PAGE>

                                                       INDEX


<TABLE>
<CAPTION>

                                                                                                         Page No.
<S>                                                                                                     <C>
PART I.   FINANCIAL INFORMATION..............................................................................3

         Item 1.           Consolidated Financial Statements ................................................3

         Item 2.           Management's Discussion and Analysis of Financial Condition
                           and Results of Operations........................................................23

         Item 3.           Controls and Procedures..........................................................32

PART II.   OTHER INFORMATION................................................................................33

         Item 1.           Legal Proceedings................................................................33

         Item 2.           Changes in Securities............................................................33

         Item 3.           Defaults upon Senior Securities..................................................33

         Item 4.           Submission of Matters to a Vote of Security Holders..............................33

         Item 5.           Other Information................................................................33

         Item 6.           Exhibits and Reports on Form 8-K.................................................33


</TABLE>





                                            PART I. FINANCIAL INFORMATION

Item 1. Financial Statements




                                                     I-TRAX, INC.
                                      INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                                                     (UNAUDITED)





<TABLE>
<CAPTION>

                                                                                                            Page No.


<S>                                                                                                       <C>
Consolidated Balance Sheets at September 30, 2002 (unaudited) and December 31, 2001                            4

Consolidated Statements of Operations for the three months ended September 30, 2002 (unaudited) and 2001       5

Consolidated Statements of Operations for the nine months ended September 30, 2002 (unaudited) and 2001        6

Consolidated Statement of Stockholders' Equity for the nine months ended September 30, 2002 (unaudited)        7

Consolidated Statements of Cash Flows for the nine months ended September 30, 2002 and 2001                    8

Notes to consolidated financial statements                                                                    10


</TABLE>




                                                          3
<PAGE>


                                               I-TRAX, INC. AND SUBSIDIARIES
                                                CONSOLIDATED BALANCE SHEETS
                                                        (UNAUDITED)


                                                           ASSETS
<TABLE>
<CAPTION>
                                                                                      September 30,        December 31,
                                                                                           2002                2001
                                                                                       (unaudited)
                                                                                     -----------------   -----------------
Current assets:
<S>                                                                                      <C>                  <C>
     Cash                                                                                $  2,456,156         $ 1,029,208
     Accounts receivables, net                                                                302,889                  --
     Prepaid expenses                                                                         151,046              99,245
     Other current assets                                                                      10,356               1,915
     Note receivable                                                                               --              72,437
                                                                                     -----------------   -----------------
       Total current assets                                                                 2,920,447           1,202,805
                                                                                     -----------------   -----------------

Office equipment, furniture and leasehold improvements, net                                   568,507             279,635
Goodwill                                                                                    9,536,001           2,224,726
Intangible assets, net                                                                      3,910,211                  --
Debt issuance costs, net                                                                      291,074                  --
Security deposits                                                                              37,067              66,896
                                                                                     -----------------   -----------------

       Total assets                                                                      $ 17,263,307         $ 3,774,062
                                                                                     =================   =================

                                            LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
     Accounts payable                                                                    $    936,723         $   619,612

     Accrued expenses                                                                         582,497             276,750
     Credit line payable                                                                      300,000                  --
     Due to related parties                                                                 1,374,598             739,598
     Capital lease payable                                                                      4,281              42,878
     Deferred revenue                                                                       2,816,893             148,830
                                                                                     -----------------   -----------------
       Total current liabilities                                                            6,014,992           1,827,668
                                                                                     -----------------   -----------------

Capital lease obligation, net of current portion                                              196,919              55,901
Promissory notes and debenture payable, net of discount                                     1,734,894             312,327
                                                                                     -----------------   -----------------

       Total liabilities                                                                    7,946,805           2,195,896
                                                                                     -----------------   -----------------


Commitments and contingencies (Note 9)

Stockholders' equity
     Preferred stock - $.001 par value, 2,000,000 shares authorized,
       -0- issued and outstanding                                                                  --                  --
     Common stock - $.001 par value, 100,000,000 shares authorized,
     46,956,452 and 34,939,466 issued and outstanding, respectively                            46,956              34,939
     Additional paid in capital                                                            37,615,445          22,964,778
     Accumulated deficit                                                                  (28,345,899)        (21,421,551)
                                                                                     -----------------   -----------------
       Total stockholders' equity                                                           9,316,502           1,578,166
                                                                                     -----------------   -----------------

       Total liabilities and stockholders' equity                                        $ 17,263,307         $ 3,774,062
                                                                                     =================   =================

                          See accompanying notes to consolidated financial statements (unaudited).

</TABLE>


                                                             4
<PAGE>

<TABLE>
<CAPTION>
                                            I-TRAX, INC. AND SUBSIDIARIES
                                               STATEMENTS OF OPERATIONS
                                FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
                                                     (UNAUDITED)



                                                                               Three months          Three months
                                                                                  ended                 ended
                                                                              September 30,         September 30,
                                                                                   2002                  2001
                                                                             -----------------     -----------------

Revenue
<S>                                                                               <C>                   <C>
     Technology licenses                                                          $   366,340           $   127,726
     Services                                                                         405,160                    --
                                                                             -----------------     -----------------
Total revenue                                                                         771,500               127,726
                                                                             -----------------     -----------------

Operating expenses:
     Cost of revenue                                                                  324,923                46,107
     General and administrative                                                     1,313,289             1,356,426
     Research and development                                                          97,400               115,831
     Depreciation and amortization                                                    349,535               179,517
     Marketing and advertising                                                         39,413                35,229
                                                                             -----------------     -----------------
Total operating expenses                                                            2,124,560             1,733,110
                                                                             -----------------     -----------------

Operating loss                                                                     (1,353,060)           (1,605,384)
                                                                             -----------------     -----------------

Other income (expenses):
     Miscellaneous income                                                                  --                 2,168
     Amortization of debt and conversion costs                                        (54,576)                   --
     Interest income                                                                       --                13,766
     Interest expense                                                                (219,425)              (64,037)
                                                                             -----------------     -----------------
Total other income (expenses)                                                        (274,001)              (48,103)
                                                                             -----------------     -----------------


(Loss) before provision for income taxes                                           (1,627,061)           (1,653,487)
                                                                             -----------------     -----------------

Provision for income taxes                                                                 --                    --
                                                                             -----------------     -----------------

Net (loss)                                                                         (1,627,061)           (1,653,487)
                                                                             =================     =================

Loss per common share:

Basic and diluted                                                                        (.03)                 (.05)
                                                                             =================     =================

Weighted average number of shares outstanding:                                     46,956,852            29,749,306
                                                                             =================     =================




                       See accompanying notes to consolidated financial statements (unaudited).
</TABLE>




                                                          5
<PAGE>
<TABLE>
<CAPTION>
                                            I-TRAX, INC. AND SUBSIDIARIES
                                        CONSOLIDATED STATEMENTS OF OPERATIONS
                                FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
                                                     (UNAUDITED)



                                                                               Nine months           Nine months
                                                                                  ended                 ended
                                                                              September 30,         September 30,
                                                                                   2002                  2001
                                                                             -----------------     -----------------

Revenue
<S>                                                                                  <C>                   <C>
     Technology licenses                                                             $545,840              $588,136
     Services                                                                       1,230,677                    --
                                                                             -----------------     -----------------
Total revenue                                                                       1,776,517               588,136
                                                                             -----------------     -----------------

Operating expenses:
     Cost of revenue                                                                  952,241                82,231
     General and administrative                                                     4,091,248             4,452,175
     Research and development                                                         320,220               466,154
     Acquired in process research and development                                                         1,642,860
     Depreciation and amortization                                                  1,197,236               461,334
     Marketing and advertising                                                        366,505               140,595
                                                                             -----------------     -----------------
Total operating expenses                                                            6,927,450             7,245,349
                                                                             -----------------     -----------------

Operating loss                                                                     (5,150,933)           (6,657,213)
                                                                             -----------------     -----------------

Other income (expenses):
     Miscellaneous income                                                                  --                 8,804
     Amortization of debt and conversion costs                                       (145,536)             (869,168)
     Interest income                                                                       --                31,249
     Interest expense                                                              (1,627,879)             (493,718)
                                                                             -----------------     -----------------
Total other income (expenses)                                                      (1,773,415)           (1,322,833)
                                                                             -----------------     -----------------


Loss before provision for income taxes                                             (6,924,348)           (7,980,046)
                                                                             -----------------     -----------------

Provision for income taxes                                                                 --                    --
                                                                             -----------------     -----------------

Net loss                                                                         $ (6,924,348)           (7,980,046)
                                                                             =================     =================

Loss per common share:

Basic and diluted                                                                        (.17)                 (.31)
                                                                             =================     =================

Weighted average number of shares outstanding:                                     41,038,703            25,049,685
                                                                             =================     =================




                       See accompanying notes to consolidated financial statements (unaudited).
</TABLE>



                                                          6
<PAGE>



<TABLE>
<CAPTION>
                                                I-TRAX, INC. AND SUBSIDIARIES
                                        CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                         FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
                                                         (UNAUDITED)



                                                                                                                 Total
                                                                             Additional                      Stockholders'
                                                     Common Stock              Paid-in        Accumulated        Equity
                                             -----------------------------
                                                Shares          Amount         Capital          Deficit
                                             -------------   ------------- ----------------  --------------  ---------------
<S>                                          <C>              <C>           <C>            <C>               <C>
Balances at December 31, 2001                  34,939,466       $  34,939     $ 22,964,778   $ (21,421,551)    $  1,578,166

Fair market value of detachable warrants
   issued in connection with debenture and
   beneficial conversion value                         --              --        2,000,000              --        2,000,000

Issuance of common stock and granting of
   options in connection with the
   acquisition of WellComm Group, Inc.          7,440,000           7,440       10,472,560              --       10,480,000

Issuance of common stock and warrants as
   consideration for finder fee                   111,000             111          391,297              --          391,408

Sale of common stock, net of $7,150 in costs    2,637,500           2,638        1,940,838              --        1,943,476

Issuance of common stock and warrants as
   consideration for services rendered             75,000              75           97,725              --           97,800

Issuance of common stock in connection with
   exercise of warrants (see Note 7)            1,753,486           1,753           (1,753)             --               --

Mark-to-market of options granted to
   officers in lieu of canceling note and
   pledge agreement during 2001                        --              --         (250,000)             --         (250,000)

Net loss for the nine months ended September
   30, 2002                                            --              --               --      (6,924,348)      (6,924,348)
                                             -------------   ------------- ----------------  --------------  ---------------

Balances at September 30, 2002                 46,956,452       $  46,956     $ 37,615,445   $ (28,345,899)     $ 9,316,502
                                             =============   ============= ================  ==============  ===============









                           See accompanying notes to consolidated financial statements (unaudited).
</TABLE>



                                                              7
<PAGE>


<TABLE>
<CAPTION>
                                            I-TRAX, INC. AND SUBSIDIARIES
                                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
                                                     (UNAUDITED)

                                                                                  Nine months        Nine months
                                                                                     ended              ended
                                                                                 September 30,      September 30,
                                                                                     2002               2001
                                                                                ----------------   ----------------
<S>                                                                               <C>                <C>
Operating activities:
     Net loss                                                                     $  (6,924,348)     $  (7,980,046)
     Adjustments to reconcile net loss to net cash used for operating
activities:
         Accretion of discount on notes payable charged to interest                     390,767            371,563
expense
         Beneficial conversion value of debenture                                     1,031,800                 --
         Depreciation and amortization                                                1,239,958            576,207
         Amortization of debt and conversion costs                                      145,536
         Issuance of securities for services, net of marked to market
            adjustments                                                                (152,200)         1,003,166
         Write-off of in process research and development acquired
            in iSummit Partners, LLC acquisition                                             --          1,642,860
     Decrease (increase) in:
       Accounts receivable                                                              174,858            136,071
       Prepaid expenses                                                                 (18,649)            14,686
       Other current assets                                                             (26,081)             4,051
     (Decrease) increase in:
       Accounts payable                                                                 253,618            306,314
       Accrued expenses                                                                 112,954            639,854
       Deferred revenue                                                               2,668,063           (262,374)
                                                                                ----------------   ----------------
Net cash used for operating activities                                               (1,103,724)        (3,547,648)
                                                                                ----------------   ----------------

Investing activities:
     Proceeds from repayment of note receivable                                          67,500            275,000
     Deposit on acquisition of intellectual property                                         --           (100,000)
     Cash used to acquire property and equipment                                        (25,732)            (1,990)
     Cash used for security deposit                                                      (1,996)                --
     Proceeds from partial release of security deposit                                   47,166             53,388
     Net cash to acquire WellComm Group, Inc.                                        (2,045,065)                --
                                                                                ----------------   ----------------
Net cash used for investing activities                                               (1,958,127)           226,398
                                                                                ----------------   ----------------

Financing activities:
     Principal payments on capital leases                                               (64,677)           (30,404)
     Proceeds from credit line payable                                                  125,000                 --
     Proceeds from issuance of promissory notes                                                            692,809
     Repayment to related parties                                                       (65,000)          (480,000)
     Proceeds from related parties                                                      700,000          1,636,039
     Proceeds from issuance of convertible promissory notes                                                270,000
     Proceeds from sale of Common Stock                                               1,943,476          1,100,000
     Costs in connection with issuance of debenture                                    (150,000)                --
     Proceeds from issuance of debenture and warrants                                 2,000,000                 --
                                                                                ----------------   ----------------

Net cash provided by financing activities                                             4,488,799          3,188,444
                                                                                ----------------   ----------------

Net increase in cash                                                                  1,426,948           (132,806)

Cash and cash equivalents at beginning of period                                      1,029,208            132,806
                                                                                ----------------   ----------------

Cash and cash equivalents at end of period                                         $  2,456,156          $      --
                                                                                ================   ================

Supplemental  disclosure  of  non-cash  flow  information:
  Cash paid during the period for:
       Interest                                                                     $    10,978         $    7,783
                                                                                ================   ================

       Income taxes                                                                          --                 --
                                                                                ================   ================

                                           (Continued on following page.)



                                                         8
<PAGE>

                                            I-TRAX, INC. AND SUBSIDIARIES
                                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
                                                     (UNAUDITED)

                                           (Continued from previous page.)

                                                                                Nine months          Nine months
                                                                                   ended                ended
                                                                               September 30,        September 30,
                                                                                   2002                 2001
                                                                              ----------------     ----------------

Schedule of non-cash investing activities:
     Issuance of 3,368,000 shares of common stock in connection with
       acquisition of iSummit Partners, LLC                                      $         --         $  5,254,080
                                                                                ================   ================

     Issuance of 7,440,000 shares of common stock and granting of 560,000
       in connection with acquisition of WellComm Group, Inc.                    $ 10,480,000         $         --
                                                                                ================   ================

     Issuance of common stock and stock options for finder fee                   $    391,408         $         --
                                                                                ==============      ==============

Schedule of non-cash financing activities:
     Issuance of common stock in connection with conversion of
       convertible promissory notes                                              $         --         $  2,551,784
                                                                                ==============      ==============

     Issuance of common stock in connection with conversion of advances
       form officers                                                             $         --         $    275,000
                                                                                ==============      ==============

     Issuance of common stock in connection with conversion of accounts
       payable                                                                   $         --         $     76,798
                                                                                ==============      ==============
























                      See accompanying notes to consolidated financial statements (unaudited).

</TABLE>




                                                         9
<PAGE>

                          I-TRAX, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1--ORGANIZATION

I-trax,  Inc.  (the  "Company")  was  incorporated  in the State of  Delaware on
September  15,  2000.  On  February  5, 2001,  the  Company  and  I-trax  Health
Management  Solutions,  Inc.  (formerly  known  as  I-Trax.com,  Inc.)  ("Health
Management")  completed a holding  company  reorganization.  The holding company
reorganization  was  accomplished  through a merger under  Delaware  law. At the
effective  time  of  the  reorganization,  all  of the  stockholders  of  Health
Management  became  stockholders of the Company and Health  Management  became a
wholly owned subsidiary of the Company.  The Company's common stock is quoted on
the Over-the-Counter Bulletin Board under the symbol "IMTX."

As of September 30, 2002,  the Company had one wholly owned  subsidiary,  Health
Management, and two single member limited liability companies, iSummit Partners,
LLC and WellComm  Group,  LLC. The Company  acquired  iSummit  Partners,  LLC in
February  2001.  iSummit  Partners,  LLC does not  conduct  any  operations  but
maintains  ownership  of  certain  intellectual  property.  The  Company  formed
WellComm Group, LLC to conduct the activities of WellComm Group, Inc., which the
Company acquired on February 6, 2002 as further described in Note 3. The Company
conducts its operation through Health Management and WellComm Group, LLC.

NOTE 2--INTERIM RESULTS AND BASIS OF PRESENTATION

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will  continue as a going  concern,  which  contemplates  continuity  of
operations,  realization of assets, and liquidation of liabilities in the normal
course of business.  As of September 30, 2002, the Company's accumulated deficit
was $28,345,899 and its working capital deficiency was $3,094,545.  In addition,
the  Company has had  negative  cash flows from  operations  of  $4,900,000  and
$4,600,000  for the years ended  December 31, 2001 and 2000,  respectively,  and
$1,103,724  for the nine months ended  September  30, 2002. As a result of these
factors,  the  auditor's  report on the December 31, 2001  financial  statements
included a  paragraph  indicating  that there was  substantial  doubt  about the
Company's ability to continue as a going concern.

We expect that in the near future additional cash will be required to fund these
deficits and enable us to continue the  development of our core products to meet
customer demand,  liquidate our short-term liabilities and continue to implement
our  marketing  strategy.  The  Company  has,  is and will  continue  to explore
opportunities to obtain funds to meet the projected  shortfall.  As part of that
effort,  the Company is  intensifying  its sales efforts to continue to grow its
revenues  and has  engaged  investment  professionals  to assist the  Company in
raising capital through debt or equity sales.

The  Company's  ability to continue as a going concern  depends on  successfully
closing new sales contracts and securing financing  arrangements  either through
equity  transactions or debt agreements.  The Company has been able to raise the
funds  necessary to cover  operating  needs,  investment  activities and working
capital requirements through borrowings  (including from executive officers) and
issuance  of equity  securities.  Although  there can be no  assurance  that the
Company  will  continue  to be able to fund its  cash  requirements  using  such
methods,  management is cautiously  optimistic  that the Company will be able to
secure additional funding.




                                       10
<PAGE>
                          I-TRAX, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 2--INTERIM RESULTS AND BASIS OF PRESENTATION (cont'd)

The accompanying unaudited financial statements have been prepared in accordance
with generally  accepted  accounting  principles in the United States of America
for interim financial information, the instructions to Form 10-QSB and Items 303
and 310(B) of  Regulation  S-B.  In the  opinion of  management,  the  unaudited
financial  statements  have  been  prepared  on the  same  basis  as the  annual
financial  statements  and reflect all  adjustments,  which  include only normal
recurring adjustments,  necessary to present fairly the financial position as of
September  30,  2002 and the  results of the  operations  and cash flows for the
three and nine months ended  September  30, 2002.  The results for the three and
nine months  ended  September  30, 2002 are not  necessarily  indicative  of the
results to be  expected  for any  subsequent  quarter or the entire  fiscal year
ending  December  31,  2002.  The balance  sheet at  December  31, 2001 has been
derived from the audited financial statements at that date.

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
in the United States of America have been  condensed or omitted  pursuant to the
Securities and Exchange Commission's rules and regulations.

Loss per common  share is computed  pursuant to Financial  Accounting  Standards
Board, "SFAS No. 128," "Earnings Per Share." Basic loss per share is computed as
net income  (loss)  available  to common  shareholders  divided by the  weighted
average  number of common shares  outstanding  for the period.  Diluted loss per
share  reflects  the  potential  dilution  that could occur from  common  shares
issuable through stock options,  warrants, and convertible debt. As of September
30, 2002 and 2001, 9,182,778 and 5,092,727,  respectively,  of options, warrants
and shares  issuable  upon  conversion  of certain debt were  excluded  from the
diluted loss per share computation, as their effect would be anti-dilutive.

These  unaudited  financial  statements  should be read in conjunction  with the
Company's  audited  financial  statements  and notes  thereto for the year ended
December  31, 2001 as included  in the  Company's  report on Form 10-KSB for the
fiscal year ended December 31, 2001 filed on April 4, 2002.

NOTE 3--ACQUISITION OF WELLCOMM GROUP, INC.

On February  6, 2002,  the Company  acquired  all of the issued and  outstanding
common stock of WellComm Group, Inc.  ("WellComm"),  as stipulated in the Merger
Agreement  dated January 28, 2002, as amended,  by issuing  7,440,000  shares of
Common  Stock,  granting  560,000  options to acquire  Common Stock at a nominal
price and paying  $2,175,056  in cash.  In addition,  the Company  issued 80,000
shares of common stock to an employee for  introducing  the Company to WellComm.
The aggregate acquisition price amounted to approximately $12,660,000. The value
of common stock issued and stock  options  granted was  determined  based on the
average  market  price  of  common  stock  immediately   before  and  after  the
acquisition was agreed to and announced.  For accounting purposes, the effective
date of the acquisition is January 31, 2002.

The Company agreed to deliver to the WellComm shareholders additional contingent
merger  consideration  either  in  cash  or  in  common  stock.  The  additional
contingent  merger  consideration  will  equal  to 10% of  revenues  that may be
generated  by sales of new  services to an  existing  WellComm  client  during a
12-month  period  beginning on the date such new services begin to be delivered.
Such new services must commence by February 5, 2003, but have not been commenced
as of September 30, 2002. Any additional  shares  distributed will be recognized
as compensation expense in the period earned.





                                       11
<PAGE>
                          I-TRAX, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 3--ACQUISITION OF WELLCOMM GROUP, INC. (cont'd)

WellComm is a disease  management  company that offers a wide array of expertise
including a nurse contact center  specializing  in disease  management,  triage,
health information  survey,  and research services for the healthcare  industry.
The  Company  acquired  WellComm in order to enhance  its  portfolio  of product
offerings by combining  technology and services.  The Company  expects to reduce
costs through economies of scale.

The  financial  statements  include the  operations of WellComm from February 1,
2002 forward.  The purchase price has been based on the estimated fair values of
the assets  acquired and liabilities  assumed.  The Company is in the process of
obtaining third-party  valuations of certain intangible assets and therefore the
following allocation of the purchase price is preliminary.

Of the total purchase price, the Company has initially  allocated  approximately
$1,370,000  to  non-compete  covenants,  $3,680,000  to customer  relationships,
$290,000 to net assets acquired with the remainder of  approximately  $7,320,000
assigned to goodwill. Non-compete covenants will be amortized on a straight-line
basis over a four-year life and customer  relationships will be amortized over a
three-year life.

The following table  summarizes the estimated fair values of the assets acquired
and liabilities assumed at the acquisition date.

         Current assets                             $   614,000
         Property and equipment                         190,000
         Intangible assets                            5,050,000
         Goodwill                                     7,320,000
                                                ----------------
         Total assets acquired                     $ 13,174,000
                                                ================

         Current liabilities                        $   485,000
         Long term debt                                  29,000
                                                ----------------
         Total liabilities assumed                      514,000
                                                ----------------
         Net assets acquired                       $ 12,660,000
                                                ================

The  following  unaudited  pro forma  results of  operations of the Company give
effect to the  acquisition of WellComm as though the transaction had occurred on
January 1 of each period.


<TABLE>
<CAPTION>
                                                     Three months               Nine months ended
                                                  ended September 30,             September 30,
                                                        2001                 2002                 2001
                                                  -----------------   ----------------     ----------------
<S>                                                 <C>                   <C>                   <C>
   Sales                                            $   1,812,247         $   2,030,298         $  5,171,682
                                                    =============     =================         ============
   Expenses                                         $   2,910,129         $   8,974,065         $ 11,223,828
                                                    =============     =================         ============

   Net loss                                         $  (1,097,882)        $  (6,943,767)        $ (6,052,146)
                                                    =============     =================         ============

    Earnings per share:                             $        (.02)        $        (.14)        $       (.18)
                                                    =============     =================         ============

   Weighted average shares outstanding:
     Basic and Diluted                                 37,749,306            49,038,703           33,049,685
                                                    =============     =================         ============

</TABLE>



                                       12
<PAGE>

                          I-TRAX, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 4--ACQUISITION OF ISUMMIT PARTNERS, LLC

Effective  February 7, 2001, the Company acquired iSummit  Partners,  LLC, doing
business as MyFamilyMD,  by issuing a total of 4,222,500  shares of Common Stock
to the  owners of  iSummit in  exchange  for all of the  issued and  outstanding
limited  liability  company  membership  interests  of iSummit.  For purposes of
recording the acquisition, of the total 4,222,500 shares, the Company originally
recorded   3,368,000   shares   (valued  at  $1.56  per  share  or   $5,254,080)
(non-contingent) as consideration.  Furthermore,  of the total 4,222,500 shares,
854,500  shares would have been  released to the former  owners of iSummit,  and
recorded  as an expense  for  accounting  purposes,  upon the  Company  reaching
certain revenue targets generated by iSummit's products.  Contemporaneously with
recording  3,368,000  shares,  the Company recorded goodwill of $3,590,341 after
allocating  $1,642,860 to  in-progress  research and  development  (representing
undeveloped software) and $20,879 to tangible assets. The allocation of purchase
price was prepared based on a formal valuation by an independent appraiser.

Effective  December 31, 2001,  of the total  4,222,500  shares,  1,289,184  were
cancelled  because the Company  incurred  unanticipated  technology  development
costs and  suffered a revenue  shortfall  related to  iSummit'  technology.  For
accounting   purposes,   the  Company  reversed  464,592  of  the  total  shares
surrendered  with a recorded value of $724,764 and the remaining  854,500 shares
issuable  upon meeting  certain  revenue  targets were not recorded  because the
revenue targets were missed.

The Company has amortized goodwill through December 31, 2001. Accordingly,  from
February 7, 2001 (date of  acquisition)  through  December 31, 2001, the Company
recorded amortization expense of $640,851.

The following  summary  table sets forth the pro-forma  statements of operations
for the three and nine months ended September 30, 2001 as if the acquisition was
consummated at January 1, 2001.

<TABLE>
<CAPTION>
                                                          Three months        Nine months
                                                             ended              ended
                                                          September 30,      September 30,
                                                              2001                2001
                                                        ----------------   -----------------
<S>                                                       <C>                <C>
    Total revenue                                         $   127,726        $    588,136
                                                         ============        ============

    Total expenses                                        $ 1,746,578        $  8,618,182
                                                         ============        ============

    Net loss                                              $(1,618,852)       $ (8,030,046)
                                                         ============        ============
    Pro forma basic and diluted net loss per share        $      (.04)       $       (.28)
                                                         ============        ============

    Weighted average number of shares outstanding          32,652,714          27,953,093
                                                         ============        ============

</TABLE>









                                       13
<PAGE>
                          I-TRAX, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 5- RELATED PARTY TRANSACTIONS

During  the three  months  ended  September  30,  2002,  certain  members of the
Company's  Office of the  President  advanced  funds to the  Company for working
capital.  Such  advances  amounted  to  $350,000,  are due in 90 days  and  bear
interest at a rate of 8% per annum. Additionally,  in September 2002, a relative
of a member of the  Company's  Office of the  President  advanced to the Company
$350,000,  which the Company  agreed to repay within 90 days with  interest at a
rate of 8% per annum.

As of September  30, 2002,  the Company was  advanced a total of  $1,374,598  by
related parties.  The following table presents all amount owed by the Company to
related parties and all related activity.

<TABLE>
<CAPTION>
<S>                                                                            <C>
           Balance at January 1, 2002                                          $  739,598

           Less: repayments during the quarter ended March 31, 2002               (50,000)
                                                                              -----------

           Balance at March 31, 2002                                              689,598

           Less: repayment during the quarter June 30, 2002                       (15,000)
                                                                              -----------

           Balance at June 30, 2002                                               674,598

           Plus: advances made during the quarter ended September 30, 2002        700,000
                                                                              -----------

           Balance at September 30, 2002                                      $ 1,374,598
                                                                              ===========
</TABLE>


NOTE 6--CREDIT LINE

The Company, by virtue of acquiring WellComm, assumed a revolving line of credit
that allows the Company to borrow up to $308,108.  Amounts outstanding under the
line of credit bear  interest at 0.5% over the National  Prime Rate, as reported
by the Wall Street  Journal and are payable  monthly.  As of September 30, 2002,
$300,000  was  outstanding  under  the line of  credit.  The line of  credit  is
collateralized  by WellComm's  assets.  The line was due on August 2002, and has
been extended through December 31, 2002. The Company is currently  restructuring
this line of credit.






                                       14
<PAGE>

                          I-TRAX, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 7--PROMISSORY NOTES PAYABLE

On March 2, 2001 the Company  entered  into an Amended and  Restated  Promissory
Note and Warrant  Purchase  Agreement  with Psilos  Group  Partners,  L.P.,  its
affiliates and a venture  capital fund managed by the Company's  Chief Executive
Officer (collectively, the "Psilos Investor Group") pursuant to which the Psilos
Investor  Group agreed to loan the Company up to $1,000,000.  As  consideration,
the Company  granted the Psilos  Investor Group  detachable  warrants to acquire
common stock at $0.10 per share. The loan bears interest at 8% per annum, with a
default  rate of 12% per  annum,  and is due five years  from  original  date of
issuance. As of December 31, 2001, the Psilos Investor Group funded an aggregate
of $692,809 of the $1,000,000 and received warrants to purchase 1,823,473 shares
of common stock.  These warrants were exercised during the first quarter of 2002
and the Company  issued an  aggregate  1,753,486  shares of common stock (net of
exercise price).

The  Company  valued  the  issued  detachable  warrants  at  $459,854  using the
Black-Scholes  pricing model,  thereby allocating a portion of the proceeds from
the debt to the  warrants  utilizing  the  relevant  fair  value of the debt and
warrants to the actual  proceeds  from the debt.  This amount was  recorded as a
discount to the related  promissory  notes and netted  against the related debt.
Furthermore,  the  discount  is being  accreted  to  interest  expense  over the
five-year term of the underlying  promissory  notes.  For the three months ended
September 30, 2002 and 2001, the amount accreted to interest expense was $22,677
and  $22,677,  respectively.  For the nine months ended  September  30, 2002 and
2001,  the  amount  accreted  to  interest  expense  was  $68,021  and  $50,557,
respectively.


NOTE 8--CONVERTIBLE DEBENTURE

The Company funded the cash portion of WellComm's acquisition price by selling a
6% convertible senior debenture in the aggregate  principal amount of $2,000,000
(the  "Debenture") to Palladin  Opportunity Fund LLC ("Palladin")  pursuant to a
Purchase Agreement dated February 4, 2002.  Pursuant to the Purchase  Agreement,
the Company  also issued a warrant to Palladin to purchase an aggregate of up to
1,538,461 shares of common stock (the "Warrant").  The outstanding principal and
any  accrued  interest  under the  Debenture  are  payable  in full on or before
February 3, 2004.  Palladin can also convert the  outstanding  principal and any
accrued interest at any time into Common Stock at an initial conversion price of
$1.00 per share.  The initial  conversion  price is subject to "reset" as of the
date that is 12 months and 18 months  after the issue  date  (each such date,  a
"Reset Date").  With respect to each Reset Date, the conversion  price will only
be reduced if the  average of closing bid prices for the Common  Stock  during a
period of 20  consecutive  trading  days  ending on the date  which  immediately
precedes the applicable  Reset Date is less than the then applicable  conversion
price,  in which case,  the reset  conversion  price will be reset to equal such
average.  The Warrant  entitles  Palladin to  purchase  shares of the  Company's
common stock at the price of $1.10 per share.

Pursuant to the Purchase Agreement, Palladin also received an option to purchase
an additional 6% convertible  senior  debenture in the face amount of $1,000,000
and receive an  additional  warrant to purchase  an  aggregate  of up to 769,230
shares of Common  Stock.  Finally,  pursuant  to a related  registration  rights
agreement,  the Company  registered all of the shares of Common Stock underlying
the Debenture and the Warrant in a  registration  statement on Form SB-2,  which
was declared effective by the Securities and Exchange Commission in July 2002.




                                       15
<PAGE>
                          I-TRAX, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 8--CONVERTIBLE DEBENTURE (cont'd)

The  Company  valued the  Warrant at $968,200  using the  Black-Scholes  pricing
model, thereby allocating a portion of the proceeds from the debt to the Warrant
using the relevant  fair value of the debt and  warrants to the actual  proceeds
from the Debenture. The Company recorded $968,200 as a discount to the Debenture
and this  amount  will be  accreted  to  interest  expense  over the life of the
Debenture.  The Company also recorded  $1,031,800 charge to interest expense for
the  beneficial  conversion  value of the  Debenture  since  the  Debenture  was
convertible   immediately  upon  issuance.   The  beneficial   conversion  value
represents the  difference  between the fair market value of the common stock on
the date the Debenture was sold and the amount of proceeds characterized as debt
divided by the number of shares the face  amount of the  Debenture  ($2,000,000)
would be  convertible  into  (2,000,000  shares).  Lastly,  in  connection  with
facilitating  the transaction with Palladin,  the Company  recorded  $416,610 of
debt issuance costs  comprised of $130,000,  31,000 shares of common stock and a
warrant to acquire 200,000 shares of common stock at $1.00 per share issued to a
third party that brokered the transaction.  These costs are being amortized over
the life of the  Debenture.  For the three and nine months ended  September  30,
2002, amortization expense amounted to $54,576 and $145,536, respectively.


NOTE 9--COMMITMENTS AND CONTINGENCIES

Nature of Business

The Company is subject to risks and uncertainties  common to growing  technology
companies,  including rapid  technological  developments,  reliance on continued
development  and  acceptance  of  the  Internet  and  health  care  applications
utilizing the Internet, intense competition and a limited operating history.

Threatened Litigation

In 1998, a former Chief  Executive  Officer,  stockholder and creditor of Health
Management  (the  "Plaintiff")  commenced  an action in New Jersey  state  court
against, among others, the present Chief Executive Officer of Health Management.
Health  Management is  identified  in the caption as a defendant.  The complaint
alleges breach of contract,  breach of fiduciary duty, breach of the covenant of
good faith and fair  dealing,  securities  fraud,  common  law fraud,  negligent
misrepresentation and racketeering activity. See Nazir Memon v. Frank Martin, et
al,  CAM-L-04026-98.  The  allegations  in this action  reference  circumstances
relating to Health  Management's  prior line of business of  physician  practice
management. In 1999, the court entered two orders dismissing the action "without
prejudice" for procedural reasons.  Furthermore, in 1999 the Plaintiff filed for
bankruptcy protection. As part of the bankruptcy proceedings, the Plaintiff, the
present Chief Executive Officer and Health Management entered into a stipulation
limiting the period within which the  Plaintiff can bring a new action  alleging
Plaintiff's claims.  Plaintiff sought to reactivate his prior state court action
in January  2001  (within the  stipulated  period),  rather than  commence a new
action.  The stipulated time period for commencing a new action has expired.  By
Opinion-Letter/Order dated August 22, 2001, the New Jersey Superior Court, Civil
Division,  ruled that Plaintiff was barred from reactivating the civil action by
the  bankruptcy  stipulation.  The  Plaintiff  is appealing  the Civil  Division
Opinion-Letter/Order  and the appeal is pending.  As of September 30, 2002,  the
Company made no accrual for accounting  purposes because the Plaintiff's success
in this matter is not deemed probable nor could the Company reasonably  estimate
any adverse effect based on the current facts.



                                       16
<PAGE>

                          I-TRAX, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 9--COMMITMENTS AND CONTINGENCIES (cont'd)

Risk Based Contracts

Although as of the date of these financials the Company has not entered into any
risk-based  contracts,  the Company  expects that it will do so in the very near
future.  These  contracts  are  generally  for terms of three to five  years and
provide that a percentage of the  Company's  fees may be refunded to a client if
the  Company  does not save the  client a  certain  percentage  of the  expenses
incurred by individuals whose health is managed by the Company.

NOTE 10--STOCKHOLDERS' EQUITY

Equity Compensation Plans and Non-Plan Stock Options

The Company has two equity  compensation  plans,  which were adopted in 2000 and
2001.  The  purpose of the plans is to  provide  the  opportunity  for grants of
incentive  stock options,  nonqualified  stock options and  restricted  stock to
employees of the Company and its subsidiaries,  certain consultants and advisors
who  perform  services  for the  Company or its  subsidiaries  and  non-employee
members  of the  Company's  Board  of  Directors.  The  2001  plan  has  several
additional  features,  including,  a salary investment option grant program that
permits  eligible  employees to reduce their  salary  voluntarily  as payment of
two-thirds  of the fair  market  value of the  underlying  stock  subject to the
option,  with the  remaining  one-third of the fair market value  payable as the
exercise price for the option and, if specifically implemented,  automatic grant
program  for  non-employee  members  of  the  Board  of  Directors  at  periodic
intervals.

There are 3,000,000  shares of common stock  authorized  for issuance  under the
2000 plan and 6,000,000 shares of common stock authorized for issuance under the
2001 plan.  The number of shares  authorized  for  issuance  under the 2001 plan
increases  automatically  on the first day of each year  beginning with the year
2002 by an amount  equal to the  lesser of (a) three  percent  of the  shares of
common stock then outstanding and (b) 1,000,000 shares.  As a result,  effective
January 1, 2002,  the number of shares of common  stock  available  for issuance
under the 2001 plan increased from 5,000,000 to 6,000,000.

The maximum  aggregate  number of shares of common  stock that can be granted to
any  individual  during any  calendar  year is  350,000  under the 2000 plan and
400,000 and under the 2001 plan.

         2000 Plan Grants

As of September  30, 2002,  an aggregate of 2,210,000  options were  outstanding
under the 2000 plan.  Exercise prices of these options range from $1.00 to $2.00
per  share  (depending  on the fair  market  value  of the  stock on the date of
grant).  No grants were made  pursuant  to this plan  during the  quarter  ended
September 30, 2002.

         2001 Plan Grants

As of September  30, 2002,  an aggregate of 3,316,632  options were  outstanding
under the 2001 plan.  Exercise prices of these options range from $0.55 to $1.25
(depending  on fair market  value of the stock on the date of grant).  No grants
were made pursuant to this plan during the quarter ended September 30, 2002.

         Non-Plan Stock Option Grants

As of September 30, 2002, the Company had  outstanding an aggregate of 1,795,000
options outside of any stock option plan with exercise prices ranging from $0.55
to $2.00 per share  (depending  on fair market value of the stock on the date of
grant). No such grants were made during the quarter ended September 30, 2002.





                                       17
<PAGE>

NOTE 10--STOCKHOLDERS' EQUITY (cont'd)

Equity Compensation Plans and Non-Plan Stock Options (cont'd)

The table below  summaries the activity in the  Company's  stock option plan for
the nine months ended September 30, 2002:


<TABLE>
<CAPTION>
                                                                                      Non-Plan
                                                 Incentive       Non-Qualified      Non-Qualified
                                                  Options           Options            Options           Total
   ------------------------------------------ ----------------- ----------------- ------------------ ---------------
<S>                                                 <C>               <C>                <C>             <C>
   Balance at January 1, 2002                        2,317,500         2,636,855          1,045,000       5,999,355
   Activity   for  the  nine  months   ended
   September 30, 2002
            Granted                                    858,000           201,500            750,000       1,809,500
            Exercised                                       --                --                 --              --
   Forfeited\Expired                                   (85,000)         (402,223)                          (487,223)
   ------------------------------------------ ----------------- ----------------- ------------------ ---------------
   Balance at September 30, 2002                     3,090,500         2,436,132          1,795,000       7,321,632
</TABLE>

Issuance of Common Stock and Warrants

In connection with signing of their employment  agreements,  the Company's Chief
Executive  Officer and a current member of the Company's Office of the President
purchased  from the Company a total of 500,000 shares of Common Stock at a price
of $2 per share. The shares were purchased pursuant to a subscriptions agreement
and a note and pledge agreement. The note was for a principal amount of $999,500
(net of a $500  bonus),  bearing  interest at  approximately  6% per annum,  and
provided that the unpaid  principal  amount was due in five  consecutive  annual
installments beginning on December 29, 2001. Effective during the second quarter
2001 and with Board approval,  the note and pledge  agreements were canceled and
the shares were returned.  In April 2001, these executive  officers  received an
aggregate of 700,000 incentive stock options pursuant to the 2001 Plan. Pursuant
to FASB Interpretation 44, variable accounting at the end of each interim period
must be applied to these  options  since  they are  deemed a  re-pricing  of the
canceled note and pledge  agreements.  Accordingly,  since the Common Stock fair
market value was $1.25 at December 31, 2001 and these options are exercisable at
$.55, the Company recorded the intrinsic value of $.70 per option or $350,000 of
compensation  expense. The Company will continue to mark-to-market these options
at the end of each respective  interim period until they are exercised.  For the
three and nine months ended  September  30, 2002,  the Company  marked-to-market
these options and recorded a reduction in  compensation  expense of $140,000 and
$250,000, respectively.




                                       18
<PAGE>

NOTE 10--STOCKHOLDERS' EQUITY (cont'd)

Issuance of Common Stock and Warrants (cont'd)

During the nine months ended September 30, 2002,  pursuant to various agreements
and board  approval,  the Company issued an aggregate of 75,000 shares of common
stock to various consultants for services received.  The common stock was valued
at the fair market  value of the stock on the date of issuance or $82,500 in the
aggregate.  In addition,  in July 2001, the Company granted an investment banker
180,000 five year  warrants  with an exercise  price of $0.75 for services  from
July 2001 to July 2002.  Pursuant to EITF 96-18, the Company, at the end of each
reporting period, must value these warrants. For the nine months ended September
30,  2002,  the Company  recorded a charge to earnings of $44,100 as an investor
relations  expense  for the  valuing of these  warrants.  During the nine months
ended September 30, 2002 the Company sold in a private placement an aggregate of
110,000 shares of common stock for $47,850,  net of $7,150 of direct costs. This
private  placement was commenced in November 2001.  Additionally,  pursuant to a
private placement  commenced in February 2002, the Company sold 2,527,500 shares
for the nine months ended September 30, 2002,  yielding  proceeds of $1,895,625.
In connection with  facilitating  the transaction  with Palladin as discussed in
Note 8, the Company  issued 31,000 shares of common stock,  a warrant to acquire
200,000  shares of common stock at an exercise price of $1.00 per share and paid
$130,000 to an unrelated party as a finder fee. The total consideration amounted
to $416,610 and has recorded as a debt issuance cost and will be amortized  over
the life of the Debenture.

The  following  table  summarizes  the  Company's  activity as it relates to its
warrants for the nine months ended September 30, 2002:


<TABLE>
<CAPTION>
<S>                                                            <C>
   Balance outstanding at January 1,2002                            8,517,509
   Quarter ended March 31, 2002
            Granted                                                 1,738,461
            Exercised                                              (1,881,160)
                                                            -----------------
   Balance outstanding at March 31, 2002                            8,374,810
   Quarter ended June 30, 2002
            Granted                                                        --
            Exercised                                                      --
                                                            -----------------
   Balance outstanding at June 30, 2002                             8,374,810
   Quarter ended September 30, 2002
            Granted                                                        --
            Exercised                                                      --
                                                            -----------------
   Balance outstanding at September 30, 2002                        8,374,810
                                                            =================
</TABLE>


Outstanding warrants are exercisable at prices ranging from $.15 to $1.10.




                                       19
<PAGE>
                          I-TRAX, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 11-- GOODWILL AND INTANGIBLE ASSETS

In July 2001,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards ("SFAS") No. 141, "Business  Combinations," and
SFAS No. 142,  "Goodwill  and Other  Intangible  Assets." SFAS No. 141 addresses
financial accounting and reporting for business  combinations and supercedes APB
Opinion No. 16,  "Business  Combinations."  Changes made by SFAS No. 141 include
(1)  requiring  the  purchase  method  of  accounting  be used for all  business
combinations  initiated after  September 30, 2001, and (2) established  specific
criteria for the  recognition  of intangible  assets  separately  from goodwill.
These  provisions are effective for business  combinations for which the date of
acquisition  is  subsequent  to September  30, 2001.  SFAS No. 142 addresses the
accounting for goodwill and intangible assets  subsequent to their  acquisition.
The  provisions  for SFAS No. 142 will be effective  for fiscal years  beginning
after  December  15,  2001.  The Company has  completed  its initial  transition
impairment  assessment  as  required  by  SFAS  No.  142 and  concluded  that no
impairment of recorded goodwill exists.

The changes in the carrying amount of goodwill for the nine months September 30,
2002, is as follows:


                                                  Total
                                              ------------

Balance as of January 1, 2002                 $  2,224,726
Goodwill acquired during the nine months         7,311,275
Impairment losses                                     --
                                              ------------
Balance as of September 30, 2002              $  9,536,001
                                              ============

The  components  of  identifiable  intangible  assets,  which are  included as a
separate line item on the consolidated balance sheet, are as follow:

                                             As of September 30, 2002
                                        ------------------------------------
                                        Gross Carrying        Accumulated
                                            Amount           Amortization
                                        ----------------    ----------------
   Amortized intangible assets:
       Non-compete covenants                  1,370,000            (228,336)
       Customer relationships                 3,586,707            (818,160)
                                        ----------------    ----------------
   Total                                $     4,956,707          (1,046,496)
                                        ===============     ================

Amortization  expense for the three and nine  months  ended  September  30, 2002
amounted  to  $392,436  and  $1,046,496,  respectively.  Estimated  amortization
expense for the  remainder of fiscal 2002 and the  remaining  years is $376,590,
$1,537,560, $1,537,560, and $458,501.





                                       20
<PAGE>
                          I-TRAX, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE 11--GOODWILL AND INTANGIBLE ASSETS (cont'd)

The reconciliation of reported net loss adjusted for the adoption of SFAS No.
142 is as follows:


<TABLE>
<CAPTION>
                                                Nine months ended                 Three months ended
                                               September 30, 2001                 September 30, 2001
                                            Amount           Per share         Amount           Per share
                                        ----------------  ---------------- ----------------  ----------------
<S>                                        <C>                 <C>            <C>                 <C>
       Reported net loss                   $ (7,980,046)       $     (.31)    $ (1,653,487)       $     (.05)
       Add back goodwill amortization           461,334               .01          179,496                --
                                        ----------------  ---------------- ----------------  ----------------
       Adjusted net loss                   $ (7,518,712)       $     (.30)    $ (1,473,991)       $     (.05)
                                        ----------------  ---------------- ----------------  ----------------
</TABLE>


NOTE 12--NEW ACCOUNTING PRONOUNCEMENTS

In October 2001, the FASB issued SFAF No. 144 " Accounting for the Impairment or
Disposal of Long-Lived  Assets" which  addresses  the financial  accounting  and
reporting for the  impairment or disposal of  long-lived  assets and  supercedes
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and Long-Lived
assets to be Disposed  Of." SFAS 144 is  effective  for fiscal  years  beginning
after December 15, 2001 and the interim periods within. The adoption of SFAS 144
did not have a material impact on the financial statements of the Company.

In April 2002, the FASB issued SFAS No. 145,  "Rescission on FASB  Statements 4,
44, and 64,  Amendment of FASB  Statement  No. 13, and  Technical  Corrections."
Under  certain  provisions  of SFAS No.  145,  gains and  losses  related to the
extinguishment of debt should no longer be segregated on the income statement as
extraordinary items net of the effects of income taxes. Instead, those gains and
losses  should be included as a component of income  before  income  taxes.  The
provisions of SFAS No. 145 are effective  for fiscal years  beginning  after May
15, 2002 with early adoption  encouraged.  To date, the Company has not recorded
any gains or losses on its statements of operations as extraordinary items.

In June 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
with Exit or Disposal  Activities." SFAS No. 146 addresses financial  accounting
and  reporting  for  costs  associated  with  exit or  disposal  activities  and
nullifies Emerging Issues Task Force Issue No. 94-3, "Liability  Recognition for
Certain  Employee  Termination  Benefits  and  Other  Costs to Exit an  Activity
(including Certain Costs Incurred in a Restructuring)." SFAS 146 requires that a
liability for costs  associated with an exit or disposal  activity be recognized
when the  liability  is incurred  rather than when a company  commits to such an
activity  and  also   establishes  fair  value  as  the  objective  for  initial
measurement of the liability.  The provisions of SFAS 146 are effective for exit
or disposal activities initiated after December 31, 2002.


NOTE 13--SUBSEQUENT EVENTS

Agreement to Acquire DxCG, Inc.

On  November  8,  2002,  the  Company  entered  into  a  merger  agreement  (the
"Agreement")  to acquire  DxCG,  Inc.  ("DxCG")  for a total  purchase  price of
approximately $10,000,000, of which $6,000,000 will be in cash and $4,000,000 in
common stock. DxCG is a leading provider of predictive  modeling  solutions that
enable healthcare providers,  payors and employers to forecast healthcare costs.
Under the terms of the Agreement and at the time the Agreement was executed, the
Company deposited $200,000 in an escrow account. This amount will be released to
DxCG if DxCG terminates the Agreement following the Company's failure to satisfy
certain conditions to closing.




                                       21
<PAGE>

                          I-TRAX, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 13--SUBSEQUENT EVENTS (cont'd)

Agreement to Acquire DxCG, Inc.  (cont'd)

The closing of the transaction is contingent on the Company securing third party
financing  for the cash portion of the purchase  price.  The number of shares of
common  stock  that the  Company  will  issue  will be  determined  by  dividing
$4,000,000 by the average of the closing  purchase price of the Company's common
stock over a period of ten  consecutive  trading  days  ending the  trading  day
immediately  preceding  the  closing  date.  The  Company  expects  to close the
acquisition in January 2003.

The acquisition will be accounted for as a purchase.  As such, the purchase will
be allocated to the estimated fair values of the assets acquired and liabilities
assumed.  The Company will obtain a third-party  valuation of certain intangible
assets.

Joint Marketing Agreement with UICI, Inc.

Effective  October 31, 2002,  UICI,  Inc.  and the Company  entered into a Joint
Marketing Agreement. Under this agreement, each party will, using its reasonable
discretion,  market to its clients the other party's  products and services.  In
connection  with the  agreement,  I-trax  issued  UICI a seven  year  warrant to
acquire up to 2,000,000  shares of common stock at $1.10 per share.  The Company
and UICI are also parties to a license and maintenance agreement entered into on
September  30,  2002,  pursuant to which the Company  granted  UICI an exclusive
license to certain software in the student market and a non-exclusive license to
such software for use by UICI for its other businesses.






                                       22
<PAGE>


Item 2. Management's Discussion And Analysis Of Financial Condition And
        Results Of Operations

         The  following  discussions  of the  financial  condition  and  related
results of operations of I-trax, Inc. and its subsidiaries should be reviewed in
conjunction  with our financial  statements  and related notes  appearing on the
preceding pages as well as our audited financial  statements for the fiscal year
ended December 31, 2001,  incorporated  into our Form 10-KSB,  filed on April 4,
2002.

         This  Management's  Discussion and Analysis of Financial  Condition and
Results of Operations contains  forward-looking  statements,  which are based on
our current  expectations  and involve a number of risks and  uncertainties.  In
order for us to utilize the "safe harbor"  provisions of the Private  Securities
Litigation  Reform  Act of 1995,  investors  are  hereby  cautioned  that  these
statements may be affected by important  factors,  which are set forth below and
elsewhere in this report,  and  consequently,  actual operations and results may
differ materially from those expressed in these forward-looking  statements. The
important  factors  include our ability to execute new contracts for disease and
demand   management   services  and  software   license   agreements  and,  most
importantly, our ability to continue as a going concern.

         Unaudited  results of  operations  for the three and nine month periods
ended September 30, 2002 are compared to the unaudited results of operations for
the comparable periods ended September 30, 2001. Results of operations are based
on our historical  financial  information as of the dates  indicated and are not
necessarily indicative of results to be attained for any future period.

         Our  financial  statements  have been  prepared  assuming  that it will
continue as a going concern since as of September 30, 2002, our working  capital
deficiency  was  $3,094,545.  Further,  during  the past two  years,  cash  flow
deficits  from  operations  have amounted to  approximately  $400,000 per month.
Through  September  30, 2002 and the date of this  report,  we have been able to
finance these  deficits by sales of common stock to unrelated  parties and loans
from our senior management team and their affiliates,  including several members
of our Office of the President and our Chief Executive  Officer.  We expect that
in the near future  additional  cash will be required to fund these deficits and
enable us to continue  the  development  of our core  products to meet  customer
demand,  liquidate  our  short-term  liabilities  and continue to implement  our
marketing  strategy.  We are optimistic that we will be able to raise additional
capital to fund these  initiatives and to fund our cash flow deficits,  however,
there can be no assurance that we will be able to do so.

Our Business

         I-trax  has  historically   developed   enterprise  and  client  server
applications  for  collecting  disease  specific data at the  point-of-care  for
several large  hospitals and medical  centers.  In 2001, we expanded our product
lines by  developing  additional  software  applications,  adding  services  and
completing several strategic acquisitions.  We now offer total population health
management  solutions:  we  combine  health  information  and care  coordination
services to provide a portfolio of  integrated  health  management  solutions to
payers,  providers  and  employers to improve the quality of health and wellness
for populations.

         Our solutions  enable  health care  organizations  to  transition  from
fragmented care management practices to a coordinated, informed approach to care
through   focused  care  management  and  real  time   communication   with  all
stakeholders which yields reduced costs, and the best delivery of care.

Our Products

         Our  products are divided into the  following  portfolios:  stand-alone
technology solutions,  care services and total care coordination solutions.  The
specific products in each portfolio are:

         Stand Alone Technology Solutions

          o    AsthmaWatch(R) - a point-of-care respiratory disease management
               system.
          o    C-Trax(TM) - a point-of-care cardiovascular care and information
               management tool.
          o    CarePrime(R) - a point-of-care physician web portal.
          o    eImmune(R) - a point-of-care immunization and related adverse
               events management system.





                                       23
<PAGE>



          o    MyFamilyMD(TM) - a patient education and communication web
               portal.
          o    Health-e-Coordinator(TM) - care coordination and disease
               management tool.

         Our technology capabilities also include:

          o    Medicive(R) Medical Enterprise Data System, a proprietary
               software architecture developed to collect, store, retrieve and
               analyze a broad range of information used in the healthcare
               industry.
          o    Extensive experience in data management and reporting.
          o    Extensive experience in providing customer interfaces.
          o    Extensive experience in design and modification of technology to
               meet the needs of all healthcare stakeholders.

         We license  our  software  applications  as  client-managed  integrated
applications or as an application  service  provider from our secure web hosting
facility.

         Care Services

          o    NurseLine - 24 hours per day, 7 days per week demand management
               and nurse triage service staffed by skilled nurses.
          o    Health Service Center - 24 hours per day, 7 days per week
               healthcare contact center staffed by various levels of healthcare
               professionals and para-professionals designed to address a broad
               range of clinical issues or questions. These services may include
               Health Risk Assessment design, delivery and analysis, special
               projects and program support.
          o    Customer Contact Management - 24 hours per day, 7 days per week
               customer contact center designed to manage and support healthcare
               organization's marketing and communication center needs. Services
               range from physician and service referrals, class registration
               and web-based information centers to member satisfactions
               surveys.

         Our care services also include:

          o    Guaranteed 24 hours per day, 7 days per week access to a
               healthcare professional.
          o    Experience in encouraging client behavior changes and crisis
               management.
          o    Satisfaction of the client's needs through communication with
               appropriate stakeholders.
          o    Internal quality assurance and quality information processes to
               ensure consistent and appropriate care delivery.

         Care Coordination

          o    Population Health Management - management of the healthcare needs
               of populations for public health agencies, hospitals, health
               plans, self-insured employers, and colleges and universities.

          o    Disease Management - management of the healthcare needs of
               populations with chronic diseases such as asthma, coronary artery
               disease, congestive heart failure and diabetes.

         Our care coordination capabilities also include:

          o    Automated risk stratification of defined populations.
          o    Access to automated evidence based best practices for all
               stakeholders.
          o    Integration of disease co-morbidities into a seamless plan of
               care for those with complex health needs.
          o    Identification and integration with existing health management
               systems, including technology and service integration, to avoid
               duplication and omission of timely services.





                                       24
<PAGE>

          o    Providing access to information and support for all stakeholders
               by traditional means, such as telephone, letter and fax, as well
               as by technology-based means, such as email and electronic
               alerts.
          o    Assisting clients to determine the best combination of service
               and technology for their population management needs.

Our Customers

         We currently serve  approximately 48 customers.  Our customers  include
physician groups,  hospitals,  health plans,  including plans providing Medicaid
and  Medicare  covered  services,  universities  and  colleges  and agencies and
branches of the United States government.

         During the fourth quarter of 2001 and first quarter of 2002, we entered
into  strategic  agreements  with  several  large  organizations,  which  we are
optimistic  will have the ability to market our  products  and services to their
existing  and new  clients.  We expect  that upon full  implementation  of these
agreements, we will be able to offer our products to a larger client base.

         Finally,  we are  cautiously  optimistic  that our sales and  marketing
efforts will continue to increase our revenue through the fourth quarter of 2002
and beyond. And we are further  cautiously  optimistic that increased revenue in
the  forthcoming  periods  will  generate  sufficient  cash  flow  to  fund  our
operations, thus eliminating the need for additional financing activities.

Significant Transactions

         On  September  30,  2002,  we entered  into a license  and  maintenance
agreement  with UICI,  Inc.,  a company  listed on the New York Stock  Exchange.
Pursuant  to the  agreement,  I-trax  granted  to UICI an  exclusive  license to
certain I-trax  software,  including  MyFamilyMD(TM)  and  CarePrime(R),  in the
student market and a non-exclusive  license to such software for use by UICI for
its other businesses.  I-trax also agreed to maintain the licensed software. The
agreement is valued at approximately $3,000,000.

         The license agreement  resulted from a relationship  between I-trax and
UICI's wholly owned  subsidiary,  Student  Resources,  based in St.  Petersburg,
Florida.  Student  Resources  and I-trax  entered the student  health  market in
second  quarter  of 2002 by  offering  colleges  and  universities  a  web-based
service, utilizing MyFamilyMD(TM) and CarePrime(R), to connect students to their
college or university health centers, providing them online access to secure and
confidential  electronic appointment requests, lab results,  prescription refill
requests and  explanation of benefits.  The solution  enables  students to build
their personal health record,  utilize private and secure  messaging and receive
targeted health  education  content,  and complete  required school health forms
online.

         I-trax and Student  Resources piloted the student health product at six
colleges and universities:  Albany Medical College,  Carnegie Mellon University,
Creighton  University,  Florida  State  University,  Kent State  University  and
Medical  College of  Georgia.  Together,  these  schools  represent  an enrolled
student population of more than 77,000.

         On October 31, 2002,  UICI and I-trax  entered  into a Joint  Marketing
Agreement.   Under  this  agreement,  each  party  will,  using  its  reasonable
discretion,  market to its clients the other party's  products and services.  In
connection  with the  agreement,  I-trax  issues  UICI a seven  year  warrant to
acquire up to 2,000,000 shares of common stock at $1.10 per share.

Corporate History Overview

         I-trax was  incorporated in the State of Delaware on September 15, 2000
at the  direction  of  the  Board  of  Directors  of  I-trax  Health  Management
Solutions, Inc. ("Health Management"), I-trax's then parent company. On February
5, 2001,  I-trax became the holding company of Health  Management at the closing
of   reorganization   under  Delaware   corporate   law.  The  holding   company
reorganization  was  described  in  greater  detail  in  I-trax's   registration
statement on Form S-4 (Registration Number 333-48862).  At the effective time of
the  reorganization,  all of the  stockholders of Health  Management  became the
stockholders of I-trax and Health Management became a wholly owned subsidiary of





                                       25
<PAGE>

I-trax. Further, all outstanding shares of Health Management were converted into
shares of I-trax in a non-taxable transaction. Health Management no longer files
reports  with the  Securities  and  Exchange  Commission,  and the price for its
common  stock  is no  longer  quoted  on the  Over-the-Counter  Bulletin  Board.
However,  I-trax does file reports with the Securities and Exchange  Commission,
and the price of its  Common  Stock is quoted on the  Over-the-Counter  Bulletin
Board under the symbol "IMTX." I-trax's shares are represented by the same stock
certificates that represented  Health  Management's  shares prior to the holding
company reorganization.

         The holding company structure has allowed us greater flexibility in our
operations and expansion and diversification plans, including in the acquisition
of iSummit  Partners,  LLC, doing business as  "MyFamilyMD," on February 7, 2001
and WellComm Group, Inc. on February 6, 2002.

         We  acquired  iSummit  effective   February  7,  2001  in  an  exchange
transaction  pursuant  to a  Contribution  and  Exchange  Agreement  dated as of
September 22, 2000, as amended. After post closing adjustments,  I-trax issued a
total of  2,903,409  shares of Common  Stock to the  owners of  iSummit  and the
owners  contributed  to  I-trax  all of the  issued  and  outstanding  ownership
interests in iSummit. Since February 7, 2001, iSummit has been a passive, wholly
owned entity of I-trax with certain intellectual property as its only assets.

         On February 6, 2002, we acquired  WellComm  Group,  Inc.  WellComm is a
healthcare  services company that offers a broad array of expertise  including a
nurse  contact  center  specializing  in  disease  management,   triage,  health
information survey, and research services for the healthcare  industry.  For the
fiscal year ended December 31, 2001,  WellComm  recognized revenue of $5,287,702
and earnings before provision for income taxes of $327,159.  For the fiscal year
ended December 31, 2000,  WellComm  recognized revenue of $979,142 and a loss of
$119,954.

         To  acquire  WellComm,  we issued  7,440,000  shares  of common  stock,
granted  560,000  options with a nominal  exercise price and paid  $2,175,056 in
cash.  We also  issued  80,000  shares  to an  employee  for  introducing  us to
WellComm.  The aggregate  acquisition price was approximately  $12,660,000.  The
value of issued  common  stock and stock  options  was  determined  based on the
average closing price of our common stock immediately before and after we agreed
to and announced the acquisition.

         Of the total purchase price, we allocated  approximately  $1,370,000 to
covenants  not to compete,  $3,680,000  to customer  relationships,  $290,000 to
acquired net assets and $7,320,000 to goodwill.  We are amortizing covenants not
to compete on a straight-line  basis over four years and customer  relationships
over three years.

         The WellComm  acquisition was a two-step  reorganization  pursuant to a
Merger  Agreement dated January 28, 2002 by and among us, WC Acquisition,  Inc.,
our wholly owned subsidiary,  WellComm,  John Blazek and Carol Rehtmeyer,  Ph.D.
The  initial  step of the  reorganization  transaction  involved  a merger of WC
Acquisition  with and into WellComm,  in which merger WellComm  continued as the
surviving  corporation.  The  second  step  of  the  reorganization  transaction
involved a  statutory  merger of WellComm  with and into us, in which  merger we
continued  as the  surviving  corporation.  The parties to the Merger  Agreement
intend to treat the initial  step and the second step of the  reorganization  as
part of an  integrated  plan,  such  that the two  steps  constitute  a  single,
tax-free reorganization.

         We also  agreed to  deliver  to the  WellComm  stockholders  additional
contingent  merger  consideration  either  in cash or, at the  election  of John
Blazek as a  representative  of the WellComm  stockholders,  in shares of common
stock. The additional  contingent merger  consideration  will be equal to 10% of
revenues that may be generated by sales of new services to an existing  WellComm
client during a 12-month period beginning on the date such new services begin to
be  delivered.  To date,  I-trax  has not  been  required  to  issue  additional
contingent merger consideration.

         We funded the  acquisition  of  WellComm  by  selling a 6%  convertible
senior  debenture in the  aggregate  principal  amount of $2,000,000 to Palladin
Opportunity  Fund, LLC pursuant to a Purchase  Agreement dated February 4, 2002.
Pursuant  to the  Purchase  Agreement,  we also  issued  Palladin  a warrant  to
purchase an aggregate  of up to 1,538,461  shares of common stock at an exercise
price of $1.10 per share.  The outstanding  principal and any deferred  interest
under the debenture are payable in full on or before February 3, 2004.  Further,
outstanding  principal and any deferred interest may be converted at any time at
the  election of Palladin  into common stock at an initial  conversion  price of




                                       26
<PAGE>

$1.00 per share.  The initial  conversion  price is subject to "reset" as of the
dates that are 12 months and 18 months  after the issue  date.  With  respect to
each reset date,  the  conversion  price will only be reduced if the closing bid
price for common stock,  averaged during a period of 20 consecutive trading days
ending on the date that immediately  precedes the applicable reset date, is less
than the then applicable  conversion  price, in which case, the reset conversion
price will equal to this average.

         Under the  Purchase  Agreement,  Palladin  also  received  an option to
purchase an additional 6% convertible  senior debenture in the face amount of $1
million and  received an  additional  warrant to purchase an  aggregate of up to
769,230 shares of common stock. The terms of the optional  debenture and warrant
will be substantially similar to those of the Debenture and the Warrant.

         We registered all of the shares of common stock underlying the Palladin
debenture and warrant on a registration statement on Form SB-2. The registration
statement is now effective.

Results of Operations

         For the  two  years  ended  December  31,  2001,  we did  not  generate
significant sales.  During the period, we expended a predominant  portion of our
resources to build and deliver  eImmune(R)  and  C-Trax(TM)  to Walter Reed Army
Medical Center in accordance with prior contractual obligations. Further, during
this period, we changed our focus from developing  custom software  applications
for few clients to:

                  (1) commercializing  existing software applications  including
eImmune(R), AsthmaWatch(R) and C-Trax(TM);

                  (2) web-enabling new  applications  including  MyFamilyMD(TM),
CarePrime(R) and Health-e-Coordinator(TM); and

                  (3)  marketing  these  products as a total  population  health
management solution.

         This  process  began in May 2000 when we brought  together  our current
management team. The process continued in 2001 and in the first quarter of 2002,
when,  in  response  to demand  in the  marketplace,  we  acquired  WellComm  to
supplement our technology  solutions with disease  management  services.  We now
focus our marketing  efforts on three main markets:  (1) college and  university
student health services; (2) the Department of Defense/public health sector; and
(3) health plans and self-insured employers.

         The results of operations  presented in this report reflect the results
of operations of WellComm,  which for accounting purposes, we acquired effective
as of February 1, 2002.

         Three Months Ended September 30, 2002 Compared To Three Months Ended
           September 30, 2001

         Total  revenues  for the three  months  ended  September  30, 2002 were
$771,500  representing  an  increase  of over 500% from  $127,726  for the three
months  ended  September  30,  2001.  The total  revenues for three months ended
September 30, 2002 were comprised of $405,160 of service  revenues  derived from
care  services  and care  coordination  contracts,  which we  assumed  effective
February  1,  2002 as a result  of the  WellComm  acquisition  and  $366,340  of
technology   revenues   derived  from  the  sale  of  licenses  of   eImmune(R),
AsthmaWatch(R) and Health-e-Coordinator(TM).  For the remainder of this year and
beyond,  we  expect  to  generate  revenues  from  (1)  licensing  our  software
applications  on a  subscription  basis to  customers  that  rely on  their  own
capabilities  to  deliver  disease  management  service,  (2)  delivery  of care
services,  and (3) delivery of complete population health and disease management
solutions.

         Cost of  revenue  amounted  to  $324,923  for the  three  months  ended
September  30, 2002,  an increase of $278,816  from $46,107 for the three months
ended September 30, 2001. The increase is directly attributable to the personnel
costs required to service our care services and care coordination  contracts. We
expect  that in future  periods  our cost of sales will  increase or decrease in
proportion  to  volume  of  business.  This is  because  we  expect  to derive a
significant   portion  of  our  future  revenue  from  care  services  and  care
coordination  contracts,  which require human  involvement  proportionate to the
expected size of the contract.




                                       27
<PAGE>

         Research and development costs amounted to $97,400 for the three months
ended  September  30, 2002 as compared to $115,831  for the three  months  ended
September  30,  2001, a decrease of 16%. We expect to continue to spend funds on
adding  functionality  to our products  especially to  MyFamilyMD(TM)  by adding
MedWizards(R),  on CarePrime(TM),  which interacts with  MyFamilyMD(TM)  and its
MedWizards(R),  and on  Health-e-Coordinator(TM)  by adding  additional  disease
capabilities.  All  product  development  costs in this  quarter  and 2001  were
expensed.

         General and administrative expenses decreased by 3% from $1,356,426 for
the three months ended  September  30, 2001 to  $1,313,289  for the three months
ended  September  30,  2002,  even though the  expenses  for the  quarter  ended
September 30, 2002 include approximately $343,000 of expenses assumed by us as a
result of our acquisition of WellComm. The net decrease in expenses is primarily
attributable  to the continued  personnel  reductions  and  stringent  budgetary
controls  implemented  in the  fourth  quarter  of 2001  and a  $40,000  expense
reduction for marking to market certain options granted to key executives. We do
not anticipate  increasing  spending during the balance of 2002. We believe that
with the  addition of  WellComm's  personnel,  we have the  resources  to handle
increased revenue with minimal incremental costs.

         Depreciation  and  amortization  expense  amounted to $349,535  for the
three  months  ended  September  30, 2002 as compared to $179,517  for the three
months ended  September 30, 2001. The increase is primarily  attributable to the
amortization  of  intangible  assets  recorded  as  a  result  of  the  WellComm
acquisition.

         Marketing  and  advertising  expenses were $39,413 for the three months
ended  September  30, 2002 as compared  to $35,229  for the three  months  ended
September 30, 2001. The increase of $4,184 was caused by an increase in investor
relations  spending  and  increased  marketing  efforts to promote  our  disease
management solutions following the WellComm acquisition.

         Interest expense for the three months ended September 30, 2002 amounted
to $219,425  increasing  by $155,388 or 242% from  $64,037 for the three  months
ended  September  30, 2001.  The net increase is  primarily  attributable  to an
interest   expense   amounting  to  $130,000   associated  with  the  $2,000,000
convertible debentures sold to Palladin to fund the cash portion of the WellComm
acquisition.  The interest expense is comprised of accrued  interest  associated
with the  debenture  and the  accretion of the value of the  warrants  issued in
conjunction  with the debenture,  which are amortizing as interest  expense over
the life of the debenture.

         Our net loss amounted to $1,627,061 for the quarter ended September 30,
2002 as compared to a loss of  $1,653,487  for the three months ended  September
30, 2001, a decrease of approximately 2%.

         Nine months  ended  September  30, 2002  compared to nine months  ended
September 30, 2001

         Total  revenues  for the nine  months  ended  September  30,  2002 were
$1,776,517,  an increase of  $1,188,381 or 202% from 588,136 for the nine months
ended September 30, 2001. The total revenues for the nine months ended September
30, 2002 were  comprised of  $1,230,677  in service  revenues  derived from care
services and care coordination contracts, which we assumed effective February 1,
2002 as a  result  of the  WellComm  acquisition,  and  $545,840  of  technology
revenues   derived  from  the  sale  of  a  software   licenses  to  eImmune(R),
AsthmaWatch(R), and Health-e-Coordinator(TM). For the remainder of this year and
beyond,  we  expect  to  generate  revenues  from  (1)  licensing  our  software
applications  on a  subscription  basis to  customers  that  rely on  their  own
capabilities  to  deliver  disease  management  service,  (2)  delivery  of care
services,  and (3) delivery of complete population health and disease management
solutions.

         Cost of  revenue  amounted  to  $952,241  for  the  nine  months  ended
September  30, 2002,  an increase of 105% from $82,231 for the nine months ended
September 30, 2001. The increase is directly attributable to the personnel costs
required to staff the care services and care  coordination  contracts,  which we
assumed on February 1, 2002. We expect that our cost of sales will  fluctuate in
future  periods  because  technology-only  contracts  yield a low  cost of sales
whereas care services and care  coordination  contracts are labor intensive.  We
also expect, based on our current projections, that we will derive a significant
portion of our future revenue from application  service provider  contracts with
self-insured employers and health plans.

         Research and development costs amounted to $320,220 for the nine months
ended  September  30, 2002 as compared  to  $466,154  for the nine months  ended
September  30,  2001,  a decrease  of 31%.  The  decrease  was  attributable  in
significant  part to a development  subcontract for a software  component during
the nine months ended  September 30, 2001 because we did not have the work force




                                       28
<PAGE>

to  complete  the  build-out.  We expect to  continue  to spend  funds on adding
functionality   to  our  products   especially  to   MyFamilyMD(TM)   by  adding
MedWizards(R),  on CarePrime(TM),  which interacts with  MyFamilyMD(TM)  and its
MedWizards(R),  and on  Health-e-Coordinator(TM)  by adding  additional  disease
capabilities.  All product development costs for the nine months ended September
30, 2002 and 2001 were expensed.

         General and  administrative  expenses decreased 18% from $4,452,175 for
the nine months ended September 30, 2001 to $4,091,248 for the nine months ended
September 30, 2002, which includes approximately $850,000 of expenses assumed by
us as a result of our  acquisition  of  WellComm.  The net decrease is primarily
attributable   to  personnel   reductions  and  stringent   budgetary   controls
implemented in the fourth quarter of 2001 and a $250,000  expense  reduction for
marking  to  market  certain  options  granted  to  key  executives.  We do  not
anticipate  increasing  spending in 2002.  We believe  that with the addition of
WellComm's  personnel,  we have the resources to handle  increased  revenue with
minimal incremental costs.

         Acquired in process research and development amounted to $1,642,860 for
the nine months ended September 30, 2001. This amount was directly  attributable
to the  acquisition of iSummit on February 7, 2001. An  independent  third-party
valuation  company  derived  this  amount  after a detailed  analysis of all the
underlying facts.

         Depreciation  and  amortization  expense amounted to $1,197,236 for the
nine months ended September 30, 2002 as compared to $461,334 for the nine months
ended  September  30,  2001.  The  increase  is  primarily  attributable  to the
amortization  in connection  with the intangible  assets recorded as a result of
the WellComm acquisition.

         Marketing  and  advertising  expenses were $366,505 for the nine months
ended  September  30, 2002 as compared  to  $140,595  for the nine months  ended
September  30, 2001.  The increase of 160% was caused by an increase in investor
relations  spending  and  increased  marketing  efforts to promote  our  disease
management solutions following the WellComm acquisition.

         Interest  expense for the nine months ended September 30, 2002 amounted
to $1,627,879 increasing by $1,134,161 or 229% from $493,718 for the nine months
ended  September  30, 2001.  The net increase is  primarily  attributable  to an
interest  expense  amounting  to  $1,131,800   associated  with  the  $2,000,000
convertible  debenture sold to Palladin to fund the cash portion of the WellComm
acquisition.  The interest  expense is comprised  of the  beneficial  conversion
value of the debenture,  accrued interest  associated with the debenture and the
accretion of the value of the warrants issued in conjunction with the debenture,
which we are  amortizing  as interest  expense  over the life of the  debenture.
Generally,  the  beneficial  conversion  value  represents  the  benefit  to the
investor that results from purchasing an immediately  convertible debenture with
a  conversion  price that is less than fair market value on the date of purchase
after first  allocating  a portion of the  proceeds  from the  debenture  to the
associated warrants.

Our net loss amounted to $6,924,348 for the nine months ended September 30, 2002
as compared to a loss of  $7,980,046  for the nine months  ended  September  30,
2001,  a decrease  of 13%.  For both  periods,  we had  significant  transaction
related  charges.  For the nine months ended  September  30, 2002, we incurred a
charge of approximately $1,030,000 on account of the beneficial conversion value
associated with the Debenture.  For the nine months ended September 30, 2001, we
incurred a one-time  charge of  $1,642,860  on  account of  acquired  in process
research and  development  in the iSummit  acquisition  and $869,168 for certain
securities issuances and conversion costs.

Liquidity and Capital Resources

         Working Capital Deficiency

         We ended  the  quarter  with  approximately  $2,500,000  in cash on our
balance sheet. As of September 30, 2002, we had a working capital  deficiency of
$3,094,545.  During the quarter ended  September 30, 2002, we were advanced,  by
certain executives and certain relatives of such executives a total of $700,000.
These advances bear interest at a rate of 8% per annum.

         We continue to make progress towards producing  positive cash flow from
operations  and we expect,  although  no  assurances  exist,  that we will reach
operating cash flow break even in 2003.




                                       29
<PAGE>

         Sources and Uses of Cash

         Despite our  negative  cash flows from  operations,  which  amounted to
approximately  $1,103,724  for the nine  months  ended  September  30,  2002 and
$3,547,648  for the nine months ended  September  30, 2001, we have been able to
secure funds to support our  operations.  During the nine months ended September
30, 2002, such funds were received by selling equity securities and a debenture,
which aggregated  approximately  $4,000,000.  Of the total $4,000,000  received,
approximately  $2,100,000 was used to acquire WellComm and the remainder to fund
operations.  Additionally, we received $2,500,000 pursuant to our agreement with
UICI,   which   represents   a  deposit  on  the   delivery  of  a  license  for
MyFamilyMD(TM),  CarePrime(R)  and  Health-e-Coordinator  to UICI.  For the nine
months ended  September  30, 2001, we received  approximately  $375,000 from our
Chief Executive Officer,  Frank A. Martin, Gary Reiss, a Member of our Office of
the President, and certain other senior officers. Additionally,  during the nine
months ended  September  30, 2001, we borrowed  approximately  $963,000 of which
$270,000 was subsequently converted into equity. Lastly, the Company sold common
stock  yielding  net  proceeds  of  $1,100,000,  which  was  also  used  to fund
operations.

         As of September 30, 2002, our current  liabilities  were  approximately
$6,014,992,  of which approximately  $700,000 is due to Messrs. Martin and Reiss
for which no repayment  terms have been  established.  We do not expect to repay
management  loans  until we begin to  generate  cash flows from  operations  and
obtain the consent of Palladin pursuant to the terms of the Palladin's debenture
and related  documents.  The remainder of current  liabilities of  approximately
$5,314,992 is made up, primarily,  of trade payables of approximately  $936,723,
accrued expenses of approximately $582,497,  $300,000 credit line payable, which
was assumed with the acquisition of WellComm,  and  approximately  $2,816,893 of
deposits  on  future  contracts.  We have  good  relationships  with  all of our
vendors.

         Our long-term debt is made up of 6% convertible senior debenture in the
aggregate  principal amount of $2,000,000 held by Palladin,  for which principal
and deferred  interest is not due until February 3, 2004, and $692,809 held by a
group of investors led by Psilos Group Partners,  L.P., which includes Nantucket
Healthcare  Ventures I, L.P.,  a venture  fund  managed by Mr.  Martin for which
principal and interest is not due until March 2006.

         Related Party Transactions

         During the three months ended  September 30, 2002,  certain  members of
our Office of the  President  advanced  funds to us for  working  capital.  Such
advances amounted to $350,000, are due in 90 days and bear interest at a rate of
8% per annum.  Additionally,  in  September  2002, a relative of a member of our
Office of the President advanced us $350,000, which we agreed to repay within 90
days with interest at a rate of 8% per annum.

         As of September  30, 2002,  we were  advanced a total of  $1,374,598 by
related  parties.  The following table presents all amount owed by us to related
parties and all related activity.

<TABLE>
<CAPTION>
<S>                                                                                    <C>
           Balance at January 1, 2002                                                     $  739,598

           Less: repayments during the quarter ended March 31, 2002                          (50,000)
                                                                                       -------------

           Balance at March 31, 2002                                                         689,598

           Less: repayment during the quarter June 30, 2002                                  (15,000)
                                                                                       -------------

           Balance at June 30, 2002                                                          674,598

           Plus: advances made during the quarter ended September 30, 2002                   700,000
                                                                                       -------------

           Balance at September 30, 2002                                                 $ 1,374,598
                                                                                       =============
</TABLE>


                                       30
<PAGE>

         In connection with signing of their employment  agreements,  Mr. Martin
and Mr.  Reiss  purchased  from us a total of 500,000  shares of common stock at
price of $2 per share.  The shares were  purchased  pursuant to a  subscriptions
agreement and a note and pledge  agreement.  The note was for a principal amount
of $999,500  (net of a $500 bonus),  bearing  interest at  approximately  6% per
annum, and provided that the unpaid principal amount was due in five consecutive
annual installments  beginning on December 29, 2001. Effective during the second
quarter  2001 and with  Board  approval,  the note and  pledge  agreements  were
canceled and the share were returned.

         In April  2001,  these  executive  officers  received an  aggregate  of
700,000 incentive stock options pursuant to the 2001 Equity  Compensation  Plan.
Pursuant  to FASB  Interpretation  44,  variable  accounting  at the end of each
interim  period  must be  applied  to these  options  since  they  are  deemed a
re-pricing of the canceled note and pledge  agreements.  Accordingly,  since the
Common Stock fair market value was $1.25 at December 31, 2001 and these  options
are exercisable at $0.55, we recorded the intrinsic value of $0.70 per option or
$350,000 of  compensation  expense.  We will  continue to  mark-to-market  these
options at the end of each  respective  interim period until they are exercised.
For the nine months ended September 30, 2002, we marked-to-market  these options
and recorded a reduction in compensation expense of $250,000.

Critical Accounting Policies

         Legal Contingencies

         We are  currently  involved  in a  certain  threatened  litigation.  As
discussed in Note 13 of our consolidated  financial  statements,  as of December
31, 2001, we have not accrued a loss contingency because the plaintiff's success
in this matter is not deemed probable nor could I-trax  reasonably  estimate any
adverse  effect based on the current  facts.  We do not believe this  proceeding
will have a material adverse effect on our consolidated  financial position.  It
is possible,  however,  that future  results of  operations  for any  particular
quarterly  or annual  period  could be  negatively  and  materially  affected by
changes in our assumptions,  of the effectiveness of our strategies,  related to
these proceedings.

         Impairment of Goodwill

         We  operate  in an  industry  that is rapidly  evolving  and  extremely
competitive.  It is  reasonably  possible  that our  accounting  estimates  with
respect to the useful life and ultimate  recoverability of our carrying basis of
goodwill and intangible assets could change in the near term and that the effect
of such changes on the financial  statements could be material.  At September 30
2002, the recorded amount of carrying basis including  goodwill is not impaired,
although we cannot assure that our future results will confirm this  assessment,
or that a significant  write-down or write-off of goodwill or intangible  assets
will not be required in the future.

         Revenue Recognition

         We derive our revenue  pursuant to different type contracts,  including
perpetual  software  licenses,  subscription  licenses  and  custom  development
services,  all of which  may  also  include  support  services  revenue  such as
licensed   software   maintenance,   training,   consulting   and  web   hosting
arrangements. As described below, significant management judgments and estimates
must  be  made  and  used in  connection  with  the  revenue  recognized  in any
accounting period.  Material  differences may result in the amount and timing of
our  revenue  for any  period if our  management  made  different  judgments  or
utilized different estimates.

         We license our software  products for a specific term or on a perpetual
basis.  Most of our license contracts also require  maintenance and support.  We
apply  the  provisions  of  Statement  of  Position  97-2,   "Software   Revenue
Recognition,"  as amended by Statement  of Position  98-9  "Modification  of SOP
97-2, Software Revenue Recognition, With Respect to Certain Transactions" to all
transactions  involving the sale of software products and hardware  transactions
where the software is not incidental.  For hardware  transactions where software
is not  incidental,  we do not  unbundle  the fee and we do not  apply  separate
accounting  guidance  to  the  hardware  and  software  elements.  For  hardware
transactions  where no software is  involved  we apply the  provisions  of Staff
Accounting  Bulletin  101  "Revenue  Recognition."  In  addition,  we apply  the
provisions of Emerging  Issues Task Force Issue No. 00-03  "Application of AICPA
Statement  of  Position  97-2 to  Arrangements  that  Include  the  Right to Use
Software Stored on Another  Entity's  Hardware" to our hosted  software  service
transactions.



                                       31
<PAGE>


         We recognize revenue from the sale of software licenses when persuasive
evidence of an arrangement  exists,  the product has been delivered,  the fee is
fixed and determinable and collection of the resulting  receivable is reasonably
assured.  Delivery  generally  occurs  when  product  is  delivered  to a common
carrier.

         At the time of the  transaction,  we assess  whether the fee associated
with our  revenue  transactions  is fixed and  determinable  and  whether or not
collection  is  reasonably  assured.  We  assess  whether  the fee is fixed  and
determinable  based on the payment terms associated with the  transaction.  If a
significant portion of a fee is due after our normal payment terms, which are 30
to 90 days from  invoice  date,  we account  for the fee as not being  fixed and
determinable. In these cases, we recognize revenue as the fees become due.

         We assess  collection  based on a number  of  factors,  including  past
transaction history with the customer and the credit-worthiness of the customer.
We do not request collateral from our customers. If we determine that collection
of a fee is not reasonably  assured,  we defer the fee and recognize  revenue at
the time collection becomes reasonably assured,  which is generally upon receipt
of cash.

         For arrangements  with multiple  obligations (for example,  undelivered
maintenance  and  support),  we  allocate  revenue  to  each  component  of  the
arrangement  using the  residual  value  method  based on the fair  value of the
undelivered elements.  This means that we defer revenue from the arrangement fee
equivalent to the fair value of the undelivered elements.

         We recognize revenue for maintenance services ratably over the contract
term. Our training and consulting services are billed based on hourly rates, and
we generally recognize revenue as these services are performed.  However, at the
time of  entering  into a  transaction,  we assess  whether or not any  services
included within the arrangement require us to perform significant work either to
alter the underlying  software or to build additional complex interfaces so that
the software performs as the customer  requests.  If these services are included
as part of an  arrangement,  we recognize the entire fee using the percentage of
completion  method.  We  estimate  the  percentage  of  completion  based on our
estimate of the total costs estimated to complete the project as a percentage of
the costs incurred to date and the estimated costs to complete.

         Although  as of the  date of  these  financials,  the  Company  has not
entered into any risk-based contracts, the Company expects that in the very near
future it will do so. These types of contracts  are generally for terms of three
to five years with provisions subsequent to renewal and typically provide that a
percentage of the Company's fees may be refundable  ("performance  based") based
on achieving a targeted percentage reduction in the customer's healthcare costs.

Material Equity Transactions

         For the nine months  ended  September  30,  2002,  we  executed  equity
transactions  with related and unrelated  parties in connection with the raising
funds for working capital along with issuing  securities in lieu of compensation
for  services  received.  We believe  that we have  valued all such  transaction
pursuant to the various accounting rules and that they ultimately  represent the
economic substance of each transaction.

Item 3.           Controls and Procedures

         Within the 90-day period prior to the filing of this report, we carried
out an evaluation under the supervision and with the  participation of our Chief
Executive  Officer  and Chief  Financial  Officer  of the  effectiveness  of our
disclosure  controls  and  procedures.  Based  on  this  evaluation,  our  Chief
Executive Officer and Chief Financial Officer have concluded that our disclosure
controls and procedures are effective to ensure that information we are required
to disclose in reports filed or submitted  under the Securities  Exchange Act of
1934 is recorded,  processed,  summarized  and reported  within the time periods
specified in Securities and Exchange  Commission rules and forms.  Subsequent to
the date of this evaluation,  there were no significant  changes in our internal
controls or in other  factors  that could  significantly  affect the  disclosure
controls,   including  any   corrective   actions  with  regard  to  significant
deficiencies and material weaknesses.





                                       32
<PAGE>

PART II. OTHER INFORMATION

Item 1.           Legal Proceedings

         The Company is not a party to any material  pending  legal  proceeding.
Litigation   threatened   against   Health   Management  is  described  in  Note
9--Commitments and Contingencies to I-trax's financial statements above.

Item 2.           Changes in Securities

         None.

Item 3.           Defaults upon Senior Securities

         We did not default upon any senior  securities during the quarter ended
September 30, 2002.

Item 5.           Other Information

         None.

Item 6.           Exhibits and Reports on Form 8-K

(a)      Exhibits

        10.1    Consulting Agreement dated as of July 1, 2002, as amended,
                between I-trax, Inc. and William S. Wheeler.

        10.2    License and Maintenance Agreement dated as of September 30,
                2002, between I-trax, Inc. and UICI, Inc. (Incorporated by
                reference to Exhibit 10.1 to I-trax, Inc.'s Current Report on
                Form 8-k for filed on October 8, 2002.)

(b) Reports on Form 8-K

         We filed a current  report on Form 8-K with the Securities and Exchange
Commission  on  October  8,  2002,  reporting  the  signing  of  a  License  and
Maintenance Agreement with UICI, Inc. on September 30, 2002.





                                       33
<PAGE>


                                    SIGNATURE

         In accordance  with Section 12 of the Securities  Exchange Act of 1934,
the registrant caused this registration  statement to be signed on its behalf by
the undersigned, thereunto duly authorized.


                                        I-TRAX, INC.

Date: November 14, 2002                 By: /s/  Frank A. Martin
                                        Name:   Frank A. Martin
                                        Title:     Chief Executive Officer























                                       34
<PAGE>

                                  CERTIFICATION


         I, Frank A. Martin, certify that:

         1. I have reviewed this quarterly report on Form 10-QSB of I-trax, Inc.

         2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

              a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

              b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and

              c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

         5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

              a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

              b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

         6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

                             Date: November 14, 2002

                                   /s/ Frank A. Martin
                                   Frank A. Martin
                                   Chief Executive Officer





                                       35
<PAGE>


                                  CERTIFICATION


         I, Anthony Tomaro, certify that:

         1. I have reviewed this quarterly report on Form 10-QSB of I-trax, Inc.

         2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

              a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

              b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and

              c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

         5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

              a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

              b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

         6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

                             Date: November 14, 2002

                                   /s/ Anthony Tomaro
                                   Anthony Tomaro, CPA
                                   Chief Financial Officer



                                       36