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: March 31, 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 May 13, 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.

PART I.   FINANCIAL INFORMATION......................................................................3
<S>           <C>                                                                                   <C>
         Item 1.   Financial Statements .............................................................3
         Item 2.   Management's Discussion and Analysis of Financial Condition
                   and Results of Operations........................................................19

PART II.   OTHER INFORMATION........................................................................27
         Item 1.   Legal Proceedings................................................................27
         Item 2.   Changes in Securities............................................................27
         Item 3.   Defaults upon Senior Securities..................................................28
         Item 4.   Submission of Matters to a Vote of Security Holders..............................28
         Item 5.   Other Information................................................................28
         Item 6.   Exhibits and Reports on Form 8-K.................................................28
</TABLE>











                                       2
<PAGE>





                          PART I. FINANCIAL INFORMATION

Item 1.           Financial Statements




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






<TABLE>
<CAPTION>
                                                                                                   Page Number


<S>                                                                                                   <C>
Balance sheets at March 31, 2002 and December 31, 2001                                                     4

Statements of operations for the three months ended March 31, 2002 and 2001                                5

Statement of stockholders' equity for the three months ended March 31, 2002                                6

Statements of cash flows for the three months ended March 31, 2002 and 2001                                7

Notes to financial statements                                                                              9
</TABLE>











                                       3
<PAGE>


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

                                                            ASSETS
<TABLE>
<CAPTION>
                                                                                       March 31,            December 31,
                                                                                          2002                  2001
                                                                                    -----------------     -----------------
Current assets:
<S>                                                                                       <C>                   <C>
     Cash                                                                                 $  754,902            $1,029,208
     Accounts receivables, net                                                               389,782                    --
     Prepaid expenses                                                                        215,865                99,245
     Other current assets                                                                     17,494                 1,915
     Note receivable                                                                          34,937                72,437
                                                                                    -----------------     -----------------
       Total current assets                                                                1,412,980             1,202,805
                                                                                    -----------------     -----------------

Office equipment and furniture, net                                                          513,024               279,635
Goodwill                                                                                   9,536,001             2,224,726
Intangible assets, net                                                                     4,788,421                    --
Debt issuance costs, net                                                                     400,226                    --
Security deposits                                                                             50,412                66,896
                                                                                    -----------------     -----------------

       Total assets                                                                       16,701,064            $3,774,062
                                                                                    =================     =================

                                           LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
     Accounts payable                                                                     $  685,813            $  619,612
     Accrued expenses                                                                        303,604               276,750
     Credit line payable                                                                     175,000                    --
     Due to officers                                                                         689,598               739,598
     Capital lease payable                                                                    81,451                42,878
     Deferred revenue                                                                        217,896               148,830
                                                                                    -----------------     -----------------
       Total current liabilities                                                           2,153,362             1,827,668
                                                                                    -----------------     -----------------

Capital lease obligation, net of current portion                                              75,387                55,901
Promissory notes and debenture payable, net of discount                                    1,447,487               312,327
                                                                                    -----------------     -----------------

       Total liabilities                                                                   3,676,236             2,195,896
                                                                                    -----------------     -----------------


Commitments and contingencies (Note 8)

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,
       46,328,982 and 34,939,466 issued and outstanding, respectively                         46,328                34,939
     Additional paid in capital                                                           37,374,849            22,964,778
     Accumulated deficit                                                                 (24,396,349)          (21,421,551)
                                                                                    -----------------     -----------------
       Total stockholders' equity                                                         13,024,828             1,578,166
                                                                                    -----------------     -----------------

       Total liabilities and stockholders' equity                                        $16,701,064           $ 3,774,062
                                                                                    =================     =================

                                See accompanying notes to financial statements (unaudited).

</TABLE>


                                                             4
<PAGE>


<TABLE>
<CAPTION>
                                            I-TRAX, INC. AND SUBSIDIARIES
                                               STATEMENTS OF OPERATIONS
                                  FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                                     (UNAUDITED)



                                                                               Three months          Three months
                                                                                  ended                 ended
                                                                                March 31,             March 31,
                                                                                   2002                  2001
                                                                             -----------------     -----------------

<S>                                                                                <C>                   <C>
Revenue                                                                            $  406,357            $  189,940
                                                                             -----------------     -----------------

Operating expenses:
     Cost of revenue                                                                  262,165                15,546
     General and administrative                                                     1,401,818             1,605,273
     Research and development                                                         119,500               227,264
     Acquired in process research and development                                          --             1,642,860
     Depreciation and amortization                                                    219,987               102,300
     Marketing and advertising                                                        170,456                66,137
                                                                             -----------------     -----------------
Total operating expenses                                                            2,173,926             3,659,380
                                                                             -----------------     -----------------

Operating loss                                                                     (1,767,569)           (3,469,440)
                                                                             -----------------     -----------------

Other income (expenses):
     Miscellaneous income                                                                  --                 6,636
     Debt issuance costs                                                              (36,384)                   --
     Interest income                                                                       --                 2,161
     Interest expense                                                              (1,170,845)             (256,582)
                                                                             -----------------     -----------------
Total other income (expenses)                                                      (1,207,229)             (247,785)
                                                                             -----------------     -----------------


(Loss) before provision for income taxes                                           (2,974,798)           (3,717,225)
                                                                             -----------------     -----------------

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

Net (loss)                                                                       $ (2,974,798)         $ (3,717,225)
                                                                             =================     =================
Loss per common share:

Basic and diluted                                                                   $    (.07)            $    (.17)
                                                                             =================     =================

Weighted average number of shares outstanding:                                     41,595,896            21,429,040
                                                                             =================     =================




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


                                                          5
<PAGE>


<TABLE>
<CAPTION>
                                                I-TRAX, INC. AND SUBSIDIARIES
                                              STATEMENT OF STOCKHOLDERS' EQUITY
                                          FOR THE THREE MONTHS ENDED MARCH 31, 2002
                                                         (UNAUDITED)



                                                                                                                 Total
                                                     Common Stock            Additional                      Stockholders'
                                             -----------------------------     Paid-in        Accumulated        Equity
                                                Shares          Amount         Capital          Deficit       (Deficiency)
                                             -------------   ------------- ----------------  --------------  ---------------
<S>                                          <C>               <C>          <C>            <C>                <C>
Balances at December 31, 2001                  34,939,496        $ 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          391,299              --          391,410

Sale of Common Stock, net of $7,150 in costs    2,010,000           2,010        1,470,840              --        1,472,850

Issuance of Common Stock and warrants as
   consideration for services rendered             75,000              75          157,125              --          157,200

Issuance of Common Stock in connection with
   exercise of warrants                         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                        --              --          (80,000)             --          (80,000)

Net loss for the three months ended March
   31, 2002                                            --              --               --      (2,974,798)      (2,974,798)
                                             -------------   ------------- ----------------  --------------  ---------------

Balances at March 31, 2002                     46,328,982        $ 46,328     $ 37,374,849   $ (24,396,349)    $ 13,024,828
                                             =============   ============= ================  ==============  ===============



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



<PAGE>


<TABLE>
<CAPTION>
                                            I-TRAX, INC. AND SUBSIDIARIES
                                               STATEMENTS OF CASH FLOWS
                                  FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                                     (UNAUDITED)

                                                                                Three months         Three months
                                                                                    ended               ended
                                                                               March 31, 2002       March 31, 2001
                                                                              ------------------   -----------------

Operating activities:
<S>                                                                                 <C>                 <C>
     Net loss                                                                       $(2,974,798)        $(3,717,225)
     Adjustments to reconcile net loss to net cash used for operating activities:
         Accretion of discount on notes payable charged to interest expense             103,361             210,331
         Beneficial conversion value of debenture                                     1,031,800                  --
         Depreciation and amortization                                                  256,372             140,307
         Issuance of various securities for services                                    145,344              14,001
         Write-off of in progress research and development acquired
            in iSummit Partners, LLC acquisition                                             --           1,642,860
     Decrease (increase) in:
       Accounts receivable                                                               87,965             170,493
       Prepaid expenses                                                                 (83,468)             14,419
       Other current assets                                                             (15,579)            (11,428)
     (Decrease) increase in:
       Accounts payable                                                                   2,708             114,896
       Accrued expenses                                                                (165,939)            374,197
       Deferred revenue                                                                  69,066            (188,142)
                                                                              ------------------   -----------------
Net cash used for operating activities                                               (1,543,168)         (1,235,291)
                                                                              ------------------   -----------------

Investing activities:
     Proceeds from partial repayment of note receivable                                  37,500                  --
     Deposit on acquisition of intellectual property                                         --            (100,000)
     Proceeds from partial release of security deposit                                   16,484              13,387
     Net cash to acquire WellComm Group, Inc.                                        (2,045,065)                 --
                                                                              ------------------   -----------------
Net cash used for investing activities                                               (1,991,081)            (86,613)
                                                                              ------------------   -----------------

Financing activities:
     Principal payments on capital leases                                               (12,907)            (11,071)
     Proceeds from issuance of promissory notes                                              --             617,809
     Repayment to related party                                                         (50,000)                 --
     Proceeds from related parties                                                           --             475,000
     Proceeds from sale of Common Stock                                               1,472,850             120,000
     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                                             3,259,943           1,201,738
                                                                              ------------------   -----------------

Net (decrease) increase in cash                                                        (274,306)           (120,166)

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

Cash and cash equivalents at end of period                                           $  754,902           $  12,640
                                                                              ==================   =================

Supplemental  disclosure  of  non-cash  flow  information:
Cash paid during the period for:
       Interest                                                                       $      --            $     --
                                                                              ==================   =================
       Income taxes                                                                   $      --            $     --
                                                                              ==================   =================

                                          (Continued on following page.)


<PAGE>



                                            I-TRAX, INC. AND SUBSIDIARIES
                                               STATEMENTS OF CASH FLOWS
                                  FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                                     (UNAUDITED)

                                           (Continued from previous page.)

                                                                                Three months         Three months
                                                                                    ended               ended
                                                                               March 31, 2002       March 31, 2001
                                                                              ------------------   -----------------

Schedule of non-cash investing activities:
     Issuance of 3,368,000 shares of Common Stock in connection
       with acquisition of MyFamilyMD                                                 $      --          $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                            $  391,410            $     --
                                                                              ==================   =================

































                             See accompanying notes to financial statements (unaudited).


</TABLE>



                                                          8
<PAGE>


                          I-TRAX, INC. AND SUBSIDIARIES
                        NOTES TO THE 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 the 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 March 31,  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. It 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.  As of March 31, 2002,  the Company's
accumulated  deficit was  $24,396,349.  Additionally,  as of March 31, 2002, the
Company had a working capital deficiency of $740,382. In addition, 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.

As of March 31,  2002 and  through  the date of the filing of this  report,  the
Company has been able to secure  financing to support its working capital needs.
Such  support has been  received  from  unrelated  parties.  In the near future,
additional  cash  will be  required  to  enable  the  Company  to  continue  the
development  of its core  products,  liquidate its  short-term  liabilities  and
continue to implement its marketing strategy in its markets.

Management is  optimistic  that it will be able to raise  additional  capital if
necessary. There can be no assurance, however, that it will be able to do so. In
the fourth quarter of 2001 and the first quarter of 2002,  the Company  executed
several sales  contracts and two joint marketing  agreements with  organizations
that have the ability to market the  Company's  products  and  services to their
existing  clients.  The Company  expects that these key agreements will generate
revenue  in 2002  and that in the  second  half of 2002 the  Company  will  have
sufficient cash flow to fund its cash flow deficits.

Regardless of these positive events, the Company will require additional capital
to fund its operations  until these  agreements and contracts  materialize  into
cash.  These  facts  raise  substantial  doubt  about the  Company's  ability to
continue as a going concern. The financial statements do not include adjustments
relating to the  recoverability  and realization of assets and classification of
liabilities  that might be necessary should the Company be unable to continue in
operation.

                                       9
<PAGE>

                          I-TRAX, INC. AND SUBSIDIARIES
                        NOTES TO THE 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
March 31,  2002 and the results of the  operations  and cash flows for the three
months  ended March 31,  2002.  The results for the three months ended March 31,
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 March 31,
2002 and 2001, 11,930,245 and 5,092,727,  respectively, of options, warrants and
convertible 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, by issuing  7,440,000  shares of Common Stock,
granting 560,000 options with a nominal exercise price and paying  $2,175,056 in
cash.  In  addition,  the Company also issued  80,000  shares to an employee for
introducing the Company to WellComm. The aggregate acquisition price amounted to
approximately  $12,660,000.  The  value of the  common  stock  issued  and stock
options  granted  was  determined  based  on the  average  market  price  of the
Company's common stock immediately  before and after the acquisition were agreed
to  and  announced.  The  WellComm  acquisition  was a  two-step  reorganization
pursuant to the Merger Agreement by and among the Company, WC Acquisition, Inc.,
an  Illinois   corporation  and  a  wholly  owned   subsidiary  of  the  Company
("Acquisition"),  WellComm,  and WellComm's two main  shareholders.  The initial
step of the reorganization transaction involved a merger of 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 the Company, in which merger the Company continued as the
surviving  corporation.  For  accounting  purposes,  the  effective  date of the
acquisition is January 31, 2002.

The Company trax also agreed to deliver to the WellComm stockholders  additional
contingent  merger  consideration  either  in  cash  or  in  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.
Such new services must commence by February 5, 2003, but have not been commenced
as of March 31, 2002. Any additional  shares  distributed  will be recognized as
compensation expense in the period earned.


                                       10
<PAGE>

                          I-TRAX, INC. AND SUBSIDIARIES
                        NOTES TO THE 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 complete  its  portfolio  of product
offerings  by  combining  technology  and  service.  The Company also expects to
reduce costs through economies of scale.

The  financial  statements  include the  operations of WellComm from February 1,
2002 (the effective date of  acquisition)  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 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,
$390,000 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 ended
                                                                          March 31
                                                                   2002               2001
                                                              --------------      --------------

<S>                                                               <C>                 <C>
              Sales                                               $   660,136         $   868,145
                                                               ==============      ==============
              Expenses                                            $ 3,657,917         $ 4,599,045
                                                               ==============      ==============
              Net loss                                            $(2,997,781)        $(3,697,900)
                                                               ==============      ==============
              Earnings per share:
                Basic and Diluted                                 $      (.06)        $      (.12)
                                                               ==============      ==============
              Weighted average shares outstanding:
                Basic and Diluted                                  45,180,951          29,429,040
                                                               ==============      ==============
</TABLE>


                                       11
<PAGE>

                          I-TRAX, INC. AND SUBSIDIARIES
                        NOTES TO THE 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 its 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,  1,289,184  of the total  4,222,500  shares were
canceled  because of unexpected  costs the Company  incurred in building out the
technology  it had  acquired  from  iSummit.  iSummit is a passive  wholly owned
entity of the Company,  which holds certain intellectual property of the Company
and it does not engage in any operations.  For accounting purposes,  the Company
has reversed  464,592 of the total shares  surrendered  with a recorded value of
$724,764,  since the remaining  854,500 shares were  contingently  issuable upon
meeting certain revenue targets, which were missed and therefore not recorded.

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 months ended March 31, 2001 as if the  acquisition was consummated
at January 1, 2001.


        Total revenue                                          $  189,940
                                                          ===============

        Total expenses                                        $ 3,957,165
                                                          ===============

        Net loss                                              $(3,767,225)
                                                          ===============

        Pro forma basic and diluted net loss per share               (.16)
                                                          ===============

        Weighted average number of shares outstanding          23,113,040
                                                          ===============


NOTE 5--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.  Sums  outstanding  under the
line of credit bear  interest at .5% over the National  Prime Rate, as published
by the Wall  Street  Journal  (4.75% at  December  31,  2001),  and are  payable
monthly.  The line of credit expires in August 2002 and it is  collateralized by
all assets of  WellComm.  As of March 31, 2002,  there was $175,000  outstanding
against this line of credit.



                                       12
<PAGE>

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



NOTE 6--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 $.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 quarter ended March
31, 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  expenses  over the
five-year term of the underlying  promissory  notes.  For the three months ended
March 31, 2002 and 2001, the amount accreted to interest expense was $22,677 and
$11,239, respectively.


NOTE 7--CONVERTIBLE DEBENTURE

The  Company  funded the cash  portion of the  acquisition  price of WellComm 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 deferred interest under the Debenture are payable
in full on or before February 3, 2004. Palladin can also convert the outstanding
principal and any deferred  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 million
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  agreed to register  all of the shares of Common  Stock
underlying the Debenture and the Warrant on a registration statement.


                                       13
<PAGE>

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



NOTE 7--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  200,0000  at $1.00 per share to an  unrelated  party.  These
costs will be  amortized  over the life of the  Debenture.  For the three months
ended March 31, 2000, amortization expense amounted to $16,384.


NOTE 8--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 is 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 March 31,  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.


                                       14
<PAGE>

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



NOTE 9--STOCKHOLDERS' EQUITY

Equity Compensation Plans and Non-Plan Stock Options

The  Company has two equity  compensation  plans  adopted in 2000 and 2001.  The
purpose of the plans is to provide the  opportunity to 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  under the 2000 plan and
6,000,000  shares of Common Stock  authorized under the 2001 plan. The number of
available  shares subject to 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 (3%) of the shares of Common Stock then outstanding and (b)
1,000,000 shares.  The 2002 increase raised the number of shares available under
the 2001 plan 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  shares under the 2000 plan
and 400,000 shares and under the 2001 plan.

         2000 Plan Grants

Through March 31, 2002, the Board has granted an aggregate of 2,617,223 options,
with  exercise  prices  ranging 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.

         2001 Plan Grants

Through March 31, 2002, the Board has granted an aggregate of 3,545,132  options
under 2001 plan. During the quarter ended March 31, 2002, the Company granted of
979,500 options to employees and a director.  Exercise prices range from $.55 to
$1.25 (depending on fair market value of the stock on the date of grant).

         Non-Plan Stock Option Grants

Through March 31, 2002, the Company has granted an aggregate of 855,000  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 March 31, 2002.


                                       15
<PAGE>

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



NOTE 9--STOCKHOLDERS' EQUITY (cont'd)

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 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.  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 months
ended March 31, 2002, the Company  marked-to-market these options and recorded a
reduction in compensation expense of $80,000.

During the quarter  ended March 31,  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 quarter ended March 31,
2002,  the  Company  recorded a charge to  earnings  of  $74,700 as an  investor
relations expense for the valuing of these warrants.

During the quarter ended March 31, 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.

Pursuant to a private  placement  commenced in February  2002,  the Company sold
1,900,000 shares through March 31, 2002, yielding proceeds of $1,425,000.

In connection with  facilitating  the transaction  with Palladin as discussed in
Note 7, 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.

                                       16
<PAGE>

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



NOTE 10--NEW ACCOUNTING PRONOUNCEMENTS

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  prepared  preliminary  transition
impairment  analysis  as required by SFAS NO. 142 and it does not appear that an
impairment of recorded goodwill exists.

The changes in the  carrying  amount of goodwill  for the three months March 31,
2002, is as follows:


                                              Total

Balance as of January 1, 2002                 $2,224,726
Goodwill acquired during the quarter           7,311,275
Impairment losses                                     --
                                          ---------------
Balance as of March 31, 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:

<TABLE>
<CAPTION>
                                                        As of March 31, 2002
                                                 ------------------------------------
                                                 Gross Carrying        Accumulated
                                                     Amount           Amortization
                                                 ----------------    ----------------
       Amortized intangible assets:
<S>                                                      <C>                   <C>
           Non-compete covenants                         1,370,000             (57,084)
           Customer relationships                        3,586,707            (102,270)
                                                  ----------------    ----------------
              Total                                   $  4,956,707          $ (159,354)
                                                  ================    ================
</TABLE>

Amortization  expense for the three  months  ended March 31, 2002 was  $168,086.
Estimated  amortization  expense for the  remainder  of fiscal 2002 and the five
succeeding  years is  $1,486,584,  $1,604,676  and  $1,604,676,  $292,485 and 0,
respectively.

          Pro forma net loss for the three months ended March 31, 2001

                                           Amount           Per share
Reported net loss                          $(3,717,225)          $  (.17)
Add back goodwill amortization                 102,300               .01
                                        --------------     -------------
Adjusted net loss                          $(3,614,925)          $  (.16)
                                        ==============     =============






                                       17


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




NOTE 10--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
is not expected to have a material  impact on the  financial  statements  of the
Company.


NOTE 11--SUBSEQUENT EVENT

In April and May 2002,  the Company sold in a private  placement an aggregate of
760,833  shares of Common  Stock for  $570,625  pursuant to a private  placement
commenced in February 2002.














                                       18
<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 upon
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 continue as a going  concern and our
ability to execute  contracts  for  disease  management  services  and  software
technology.

         Unaudited results of operations for the three-month  period ended March
31, 2002 are compared to the unaudited  results of operations for the comparable
period ended March 31, 2001.  Results of operations  are based on the historical
financial   information  available  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.  As of  March  31,  2002,  our  working  capital
deficiency  was  $740,382.  During the past two years,  cash flow  deficits from
operations have amounted to approximately  $400,000 per month. Through March 31,
2002 and the date of this report,  we has been able to finance  these  deficits.
Most recently,  we secured  financing from unrelated  parties,  and in the past,
from our Chief  Executive  Officer,  a Member of our Office of the President and
other employees. In the near future,  additional cash will be required to 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 also to fund cash flow deficits;  however,  there can
be no assurance that we will be able to do so.

         During the fourth quarter of 2001 and first quarter of 2002, we entered
into strategic marketing  agreements with organizations that have the ability to
market our  products  and services to their  existing  clients.  We expects that
these key agreements  will generate  revenue in 2002 and that in the second half
of 2002 we will  have  sufficient  cash  flow to fund  our cash  flow  deficits.
Nonetheless,  we may require  additional  funding to fund our cash flow deficits
until then. The financial  statements do not include adjustments relating to the
recoverability  and realization of assets and classification of liabilities that
might be necessary should we be unable to continue operations.

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  pursuant to Section 251(g) of Delaware  General  Corporation
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 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 I-trax greater flexibility in
its  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.


                                       19
<PAGE>

         I-trax acquired iSummit effective as of February 7, 2001 in an exchange
transaction  pursuant  to a  Contribution  and  Exchange  Agreement  dated as of
September 22, 2000, as amended. In the contribution and exchange,  I-trax issued
a total of  4,222,500  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. At closing, of the total 4,222,500 shares I-trax agreed to
issue,  2,086,250  shares were  delivered to the owners of iSummit and 2,136,250
shares were deposited with an escrow agent. Effective as of December 31, 2001, a
total of 1,289,184  shares held in escrow were  returned to I-trax and canceled.
Accordingly,  the aggregate number of shares issued by I-trax to acquire iSummit
has been reduced to 2,933,316  shares.  This number may be further reduced by an
additional 50,000 shares, as negotiations regarding such a further reduction are
ongoing. Since February 7, 2001, iSummit has been a passive, wholly owned entity
of I-trax with certain intellectual property as its only assets.

Business Overview

         We  have   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.  Our  mission  is to  combine  real  time  Internet-based
software   technology  and  targeted   personal   interventions   by  healthcare
professionals  to improve the quality of care,  increase  patient  satisfaction,
improve  clinical  outcomes,   reduce  practice  variances,   improve  operating
efficiencies and lower medical costs.

         Our products  range from  stand-alone  software  applications  to total
health  management  solutions.  The  stand-alone  software  applications  assist
physicians,   patients  and  the  entire  healthcare   community  in  assessing,
preventing  and  managing  all stages of disease and  wellness.  Currently,  the
stand-alone   software   applications   include  four   clinical   applications:
AsthmaWatch(R),  an asthma  tracking tool,  Health-e-Coordinator(TM),  a disease
management  tool,   C-trax(TM),   a  cardiovascular   point-of-care   tool,  and
eImmune(TM),   an  immunization   management   system;   and  two  web  portals:
MyFamilyMD(TM)  for consumers and CarePrime(TM)  for physicians.  We license our
software  applications  as  client-managed  integrated  applications  or  as  an
application service provider from its secure web hosting facility.

         Our  population  health  management   solutions  assist  public  health
agencies,  hospitals,  health plans,  self-insured  employers,  and colleges and
universities  to  manage  the  healthcare  of their  populations  as  outsourced
services  through  us.  We  deliver  these  service   solutions  by  integrating
Health-e-Coordinator(TM) disease management tool, our web portals Care Prime(TM)
and  MyFamilyMD(TM) and its patient contact center staffed by skilled nurses and
other  healthcare  professionals  24 hours per day, 7 days per week. Our service
solutions are flexible and adoptable.  Without significant  modifications to our
software  applications,  our  solutions  address the  specific  needs of several
segments of the  healthcare  industry,  including,  as examples,  university and
college student health plans,  indigent care coordination and disease management
initiatives and disease management of acutely ill patient with co-morbidities.

Acquisition of WellComm Group

         On February  6, 2002,  we  acquired  all of the issued and  outstanding
common stock of WellComm Group, Inc.  ("WellComm"),  as stipulated in the Merger
Agreement dated January 28, 2002, by issuing  7,440,000  shares of Common Stock,
granting 560,000 options with a nominal exercise price and paying  $2,175,056 in
cash. In addition,  we also issued 80,000 shares to an employee for  introducing
us to  WellComm.  The  aggregate  acquisition  price  amounted to  approximately
$12,760,000.  The value of Common  Stock  issued and stock  options  granted was
determined  based on the average  closing price of our Common Stock  immediately
before and after agreed to and announced acquisition.

         Of the total purchase price, we have allocated approximately $1,370,000
to non-compete covenants, $3,680,000 to customer relationships,  $390,000 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  whereas  customer  relationships  will be  amortized  over a
three-year life.



                                       20
<PAGE>

         WellComm is a disease  management  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.

         The  WellComm  acquisition  was two-step  reorganization  pursuant to a
Merger  Agreement  dated as of January 28, 2002 by and among us, WC Acquisition,
Inc.  ("Acquisition"),  an Illinois corporation and our wholly owned subsidiary,
WellComm,   John  Blazek  and  Carol   Rehtmeyer.   The  initial   step  of  the
reorganization  transaction  involved  a  merger  of  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  transaction  described in Rev. Rule
2001-46,  2001-42  Internal  Revenue  Bulletin 321 (Sep.  24, 2001),  and thus a
tax-free  reorganization pursuant to Section 368 of the Internal Revenue Code of
1986, as amended.

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

         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.  Such new services must commence by February 5, 2003, but have not
been  commenced  as of March  31,  2002.  If the  additional  contingent  merger
consideration  is paid in shares of Common Stock,  the shares will valued at the
lesser of $1.23 per share and the average of the closing  price of Common  Stock
for  twenty 20  consecutive  trading  days  ending on the day prior to the day a
contingent   merger   consideration   payment  is  due.  Any  additional  shares
distributed will be recognized as compensation expense in the period earned.

         After the merger,  each of Mr.  Blazek and Ms.  Rehtmeyer  joined us as
Members  of the  Office  of the  President  and Ms.  Ludwig  joined us as a Vice
President pursuant to employment agreements with Health Management. In addition,
Mr. Blazek and Ms. Rehtmeyer were elected to our Board of Directors.

         We granted to the  WellComm  stockholders  the  following  registration
rights under the Securities Act of 1933, as amended,  with respect to the shares
of Common  Stock  issued  in the  merger:  (a) two  demand  registration  rights
exercisable after February 5, 2005; and (b) unlimited "piggy back"  registration
rights (subject to underwriter cut back) in the event we registers  Common Stock
for our own account.

         We funded the  acquisition  of  WellComm  by  selling a 6%  convertible
senior   debenture  in  the  aggregate   principal  amount  of  $2,000,000  (the
"Debenture") to Palladin  Opportunity Fund LLC pursuant to a Purchase  Agreement
dated as of 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  "Warrant").  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 $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 (each such date,  a "Reset  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.
Finally,  pursuant  to a related  registration  rights  agreement,  we agreed to



                                       21
<PAGE>

register  all of the shares of Common Stock  underlying  the  Debenture  and the
Warrant on a registration statement on Form SB-2.

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(TM)  and  C-Trax(TM) to Walter Reed Army
Medical Center in accordance with prior contractual obligations. Further, during
this  period,  we  re-focused  our efforts to changing  from  developing  custom
software applications for few clients to: (1) commercializing  existing software
applications   including   eImmune(TM),   AsthmaWatch(R)  and  C-Trax(TM),   (2)
web-enabling  new  applications  including  MyFamilyMD(TM),   CarePrime(TM)  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 result of operations  presented in this report  reflects the result
of operations of WellComm,  which for accounting purposes, we acquired effective
as of January 31, 2002.

         Three Months Ended March 31, 2002  Compared To Three Months Ended March
31, 2001

         Total  revenues for the three months ended March 31, 2002 were $406,357
representing  an increase of $216,417 or 113% from $189,940 for the three months
ended March 31, 2001.  The total  revenues for three months ended March 31, 2002
were comprised of $361,857,  representing  WellComm's  service  revenues derived
from disease management and call center contracts, and $44,500, representing our
technology  revenues  derived from the sale of a software license to eImmune(TM)
which was  installed at Walter Reed Army Medical  Center.  For the  remainder of
this year and beyond,  we expects 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 or (2) delivery of a
complete  population  health  and  disease  management  solutions,  encompassing
technology and services.

         Cost of revenue  amounted to $262,165  for the three months ended March
31,  2002,  an increase of 1,586% from  $15,546 for the three months ended March
31, 2001. The increase is directly  attributable to the personnel costs required
to staff WellComm's disease management and call center contracts. We expect that
our cost of sales will  fluctuate  in future  periods  because  technology  only
contracts will yield a low cost of sales whereas  disease  management  contracts
requiring services will increase the cost of sales. We also expect, based on our
current pipeline of contracts,  that a significant portion of our future revenue
will be derived from application  service  provider  contracts with colleges and
universities, self-insured employers, health plans.

         Product  development  costs  amounted to $119,500  for the three months
ended March 31, 2002 as compared to $227,264  for the three  months  ended March
31, 2001, a decrease of 47%. The decrease was  attributable in significant  part
to the fact that during the quarter  ended March 31, 2001 we  subcontracted  the
development  of a software  component  because we did not have the work force 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 in this  quarter  and 2001  were
expensed.

         General and  administrative  expenses decreased 18% from $1,605,273 for
the three months ended March 31, 2001 to  $1,401,818  for the three months ended
March 31, 2002,  even though the  expenses for the quarter  ended March 31, 2002
include  approximately  $197,000  of  expenses  assumed by us as a result of our
acquisition  of  WellComm.  The net decrease is  primarily  attributable  to our
personnel  reductions and stringent budgetary controls implemented in the fourth
quarter of 2001. We anticipate  that for the balance of 2002,  our spending will
increase  slightly  from that in the quarter  ended March 31, 2002  because this
quarter  reflects only two months of WellComm's  expenses.  We believe that with


                                       22
<PAGE>

the addition of WellComm's personnel,  we have the resources to handle increased
revenue with minimal incremental costs.

         Acquired in progress  research and  development  was $1,642,860 for the
quarter  ended March 31,  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 $219,987  for the
three  months  ended March 31, 2002 as compared to $102,300 for the three months
ended March 31, 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 $170,456 for the three months
ended March 31, 2002 as compared to $66,137 for the three months ended March 31,
2001.  The increase of 157% was caused by our  engagement of investor  relations
consultants  along with increasing our marketing  efforts to promote our disease
management solutions following the WellComm acquisition.

         Interest  expense for the three months ended March 31, 2002 amounted to
$1,170,845  increasing  by $914,263 or 356% from  $256,582.  The net increase is
primarily attributable to taking a charge to interest expense for the beneficial
conversion value associated with the sale of a $2,000,000  convertible debenture
to  Palladin  using  the  proceeds  to fund the  cash  portion  of the  WellComm
acquisition.  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  $2,974,798  for the quarter  ended March 31,
2002 as compared to a loss of  $3,717,225  for the three  months ended March 31,
2001. For both periods, we had significant  transaction related charges. For the
quarter  ended March 31, 2002,  we incurred a one-time  charge of  approximately
$1,000,000 on account of the beneficial  conversion  value  associated  with the
Debenture.  For the quarter ended March 31, 2001, we incurred a one-time  charge
of $1,600,000 on account of acquired in process  research and development in the
acquisition of iSummit.

Liquidity and Capital Resources

         Working Capital Deficiency

         We ended the quarter with approximately $760,000 in cash on our balance
sheet.  As of March 31, 2002, we had a working  capital  deficiency of $740,382.
Since March 31,  2002,  we have raised an  additional  $570,000  through May 15,
2002.  We are  optimistic,  although  no  assurances  exist,  that if we require
additional  funding  before our operations  produce  positive cash flow, we will
raise such funding.

         Sources and Uses of Cash

         Despite our  negative  cash flows from  operations,  which  amounted to
approximately $1,550,000 for the quarter ended March 31, 2002 and $1,250,000 for
the quarter  ended March 31, 2001,  we have been able to secure funds to support
our operations. During the third quarter of 2001 and first quarter of 2002, such
funds were received from  unrelated  investors.  Prior to the fourth  quarter of
2001, we received such funds from Frank A. Martin,  our Chief Executive Officer,
Gary Reiss,  a Member of our Office of the  President,  and certain other senior
officers.  We  believe  that  additional  cash will be  required  to finish  the
development of our products and to implement our marketing strategy.

         For the  quarter  ended March 31,  2002,  we funded our cash needs from
financing  activities,  primarily  from  sales of  Common  Stock,  amounting  to
approximately  $1,500,000.  We also  received  $2,000,000  from the sale of a 6%
convertible debenture that we used to acquire WellComm. In the future, we expect
to rely less on equity  financings  and more on cash flows from  operations.  We
expect that WellComm  operations will provide a portion of our future  operating
cash flow.  For the quarter ended March 31, 2001, we financed our  operations by
borrowings  approximately $700,000 from an unrelated party and $475,000 from our



                                       23
<PAGE>

officers and by selling $120,000 of Common Stock.

         With regards to investing  activities,  the only material event for the
quarter ended March 31, 2002 was the payment of approximately $2,000,000 to fund
the cash portion of the WellComm's acquisition price.

         As of March  31,  2002,  our  current  liabilities  were  approximately
$2,150,000,  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 pay
management  loans until we begins to  generate  cash flows from  operations  and
obtain the  consent  of  Palladin  pursuant  to the terms of the  Debenture  and
related  documents.  The  remainder  of  current  liabilities  of  approximately
$1,450,000 is made up, primarily,  of trade payables of approximately  $685,000,
accrued expenses of approximately  $303,000,  $175,000 credit line payable which
was assumed  with the  acquisition  of WellComm  and  approximately  $220,000 of
deposits on future contracts. We have good relationships with 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.  We expect that we will be
able to repay these  obligations  if they are not converted into equity prior to
their due date.

         Related Party Transactions

         During the  quarter  ended March 31,  2001,  Mr.  Martin and Mr.  Reiss
periodically advanced funds to fund our working capital deficiency.  As of March
31, 2002, we owed these individuals $689,598 (inclusive of accrued interest).

         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.  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 $.55, we recorded the intrinsic  value of $.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 three months ended March 31, 2002, we marked-to-market these options and
recorded a reduction in compensation expense of $80,000.

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.


                                       24
<PAGE>


         Impairment of Goodwill

         We have evaluated goodwill for impairment  indicators and will continue
to do so in the future.  Our  judgments  regarding  the  existence of impairment
indicators  are  based on  legal  factors,  market  conditions  and  operational
performance of our acquired businesses. Future events could cause us to conclude
that impairment indicators exist, requiring a write-down of goodwill, which may,
in turn, negatively affect our earnings for any particular period.

         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  bifurcate  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.

         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.



                                       25
<PAGE>

Material Equity Transactions

         For  the  three  months  ended  March  31,  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 has  valued  all such  transaction
pursuant to the various accounting rules and that they ultimately  represent the
economic substance of each transaction.



















                                       26
<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
7--Commitments and Contingencies to I-trax's financial statements above.

Item 2.  Changes in Securities

         In January  2002,  we sold  110,000  shares of Common Stock at $.50 per
share pursuant to a private  placement  initiated in 2001. All participants were
accredited  investors.  In undertaking this offering,  we relied on an exemption
from  registration  under Section 4(2) of the  Securities  Act and  Regulation D
thereunder.  We filed a Form D with the  Securities  and Exchange  Commission in
connection with the issuance of Common Stock in this transaction.

Effective  January  4,  2002,  four  institutional  investors  and one  employee
exercised  warrants  using a "cashless"  feature of the warrants,  and upon this
exercise  received  1,753,486 shares of Common Stock. The shares of Common Stock
were  valued at $1.496 for  purposes of the  warrants'  "cashless"  feature.  In
undertaking  this offering,  we relied on an exemption from  registration  under
Section 4(2) of the Securities Act.

         We  acquired  WellComm  effective  as of February 6, 2001 in a two-step
merger transaction  pursuant to a Merger Agreement dated as of January 28, 2002,
as amended.  We issued a total of  7,440,000  shares of Common  Stock to acquire
WellComm.  We recorded an  accounting  expense of $1.31 per share in  connection
with this issuance. In undertaking this offering, we relied on an exemption from
registration under Section 4(2) of the Securities Act.

         Effective February 4, 2002, we sold a 6% senior convertible  debenture,
initially  convertible  into  2,000,000  shares of Common  Stock at a conversion
price of $1.00 per share,  and a warrant to acquire  1,538,461  shares of Common
Stock, at an exercise price of $1.10 per share, to an institutional investor. In
undertaking  this offering,  we relied on an exemption from  registration  under
Section 4(2) of the Securities Act.

         As of March 31, 2002, we sold 1,899,999  shares of Common Stock at $.75
per share  pursuant to a private  placement  initiated on February 7, 2002.  All
participants were accredited investors.  In undertaking this offering, we relied
on an exemption from  registration  under Section 4(2) of the Securities Act and
Regulation  D  thereunder.  We filed a Form D with the  Securities  and Exchange
Commission  in  connection  with  the  issuance  of our  common  stock  in  this
transaction.

         Effective as of March 20, 2002, we issued 75,000 shares of Common Stock
to two companies as consideration for investor relations  services.  We recorded
an accounting  expense of $1.10 per share in connection with this issuance.  The
companies are accredited investor. In undertaking this issuance, we relied on an
exemption  from  registration  under  Section  4(2)  of the  Securities  Act and
Regulation D thereunder.

         Effective as of March 20, 2002, we issued 31,000 shares of Common Stock
and a warrant to acquire  200,000 share of Common Stock to an investment  banker
as  consideration   for  services  rendered  in  connection  with  the  WellComm
financing.  For purposes of this issuance, each issued share of Common Stock was
valued at $1.31 per share.  The  exercise  price  under the warrant is $1.00 per
share.  The investment  baker is an accredited  investor.  In  undertaking  this
issuance,  we relied on an exemption from registration under Section 4(2) of the
Securities Act and Regulation D thereunder.

         Effective as of March 20, 2002, we issued 80,000 shares of Common Stock
to an employee as  consideration  for services  rendered in connection  with the
WellComm acquisition. For purposes of this issuance, each issued share of Common
Stock was valued at $1.31 per share. In undertaking this issuance,  we relied on
an exemption from registration under Section 4(2) of the Securities Act.

                                       27
<PAGE>



Item 3.  Defaults upon Senior Securities

         We did not default upon any senior  securities during the quarter ended
March 31, 2002.

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

         We did not submit any matters to a vote of its stockholders  during the
quarter ended March 31, 2002.

Item 5.  Other Information

         None.

Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

         None.

(b)      Reports on Form 8-K

         We filed a current  report on Form 8-K with the Securities and Exchange
Commission on January 29, 2002 to report certain material transactions occurring
in the fourth quarter of 2002 and in January 2002.

         We filed a current  report on Form 8-K with the Securities and Exchange
Commission  on  February  8, 2002 to report the sale of a 6% senior  convertible
debenture  and a warrant  to  acquire  1,538,461  shares  of Common  Stock to an
institutional investor pursuant to a purchase agreement dated February 4, 2002.

         We filed a current  report on Form 8-K with the Securities and Exchange
Commission  on  February  13,  2002 to report the  issuance  of a press  release
regarding our 2001 financial performance.

         We filed a current  report on Form 8-K with the Securities and Exchange
Commission on February 22, 2002 to report the closing of acquisition of WellComm
Group, Inc. pursuant to a Merger Agreement dated January 28, 2002.


                                       28
<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: May 20, 2002                      By: /s/  Frank A. Martin
                                            --------------------------------
                                             Name:   Frank A. Martin
                                             Title:  Chief Executive Officer


























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