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, 2003

      [ ] 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 2, 2003, the Registrant had
9,372,727 shares of its $0.001 par value common stock outstanding.

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

<PAGE>




                                      INDEX
<TABLE>
<CAPTION>




                                                                                                         Page No.

<S>                                                                                                         <C>
PART I.   FINANCIAL INFORMATION..............................................................................3

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

         Item 2.           Management's Discussion and Analysis of Financial Condition
                           and Results of Operations........................................................16

         Item 3.           Controls and Procedures..........................................................21

PART II.   OTHER INFORMATION................................................................................21

         Item 1.           Legal Proceedings................................................................21

         Item 2.           Changes in Securities............................................................21

         Item 3.           Defaults upon Senior Securities..................................................21

         Item 4.           Submission of Matters to a Vote of Security Holders..............................21

         Item 5.           Other Information................................................................21

         Item 6.           Exhibits and Reports on Form 8-K.................................................21



                                       2
<PAGE>


                          PART I. FINANCIAL INFORMATION

Item 1.           Financial Statements




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






                                                                                                    Page No.


Report of Independent Public Accountants                                                                       4

Consolidated Balance Sheets at March 31, 2003 (unaudited) and December 31, 2002                                5

Consolidated Statements of Operations for the three months ended March 31, 2003 and 2002 (unaudited)           6

Consolidated Statement of Stockholders' Equity for the three months ended March 31, 2003 (unaudited)           7

Consolidated Statements of Cash Flows for the three months ended March 31, 2003 and 2002 (unaudited)           8

Notes to consolidated financial statements                                                                    10


</TABLE>


                                       3
<PAGE>


REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS




To the Board of Directors and Stockholders
      of I-trax, Inc.

We have  reviewed  the  accompanying  condensed  consolidated  balance  sheet of
I-trax, Inc. (a Delaware corporation) and Subsidiaries as of March 31, 2003, and
the related  condensed  consolidated  statements  of  operations,  stockholders'
equity and cash flows for the  three-month  period then ended..  These financial
statements are the responsibility of the company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information  consists  principally of applying analytical  procedures and making
inquiries of persons  responsible  for financial and accounting  matters.  It is
substantially less in scope than an audit conducted in accordance with generally
accepted  auditing  standards,  the  objective of which is the  expression of an
opinion  regarding  the  condensed  financial   statements  taken  as  a  whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the  accompanying  condensed  financial  statements for them to be in
conformity with accounting principles generally accepted in the United States of
America.

We have  previously  audited,  in accordance with auditing  standards  generally
accepted in the United  States of America,  the balance sheet as of December 31,
2002,  and the related  consolidated  statements  of  operations,  stockholders'
equity and cash flows for the year then ended (not presented herein); and in our
report  dated  March 5,  2003,  we  expressed  an  unqualified  opinion on those
financial  statements.  In  our  opinion,  the  information  set  forth  in  the
accompanying  condensed  consolidated  balance sheet as of December 31, 2002, is
fairly stated, in all material respects, in relation to the consolidated balance
sheet from which it has been derived.


GOLDSTEIN GOLUB KESSLER LLP
New York, New York

May 7, 2003



                                       4
<PAGE>

<TABLE>
<CAPTION>


                          I-TRAX, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS


                                                            ASSETS
                                                                                        March 31,          December 31,
                                                                                           2003                2002
                                                                                       (unaudited)
                                                                                     -----------------   -----------------
Current assets:
<S>                                                                                       <C>                 <C>
     Cash                                                                                 $    32,153         $   360,166
     Deposit on potential acquisition                                                              --             200,000
     Accounts receivable, net                                                                 493,359             597,635
     Prepaid expenses                                                                         150,627              77,569
     Other current assets                                                                      28,390              20,960
                                                                                     -----------------   -----------------
         Total current assets                                                                 704,529           1,256,330
                                                                                     -----------------   -----------------


 Office equipment, furniture, leasehold improvements and software development
   costs, net                                                                                 560,517             412,779
Deferred marketing costs, net                                                               1,171,111           1,284,445
Goodwill                                                                                    8,424,062           8,424,062
Intangible assets, net                                                                      2,467,758           2,748,087
Debt issuance cost, net                                                                       191,748             249,273
Security deposits                                                                              31,564              31,564
                                                                                     -----------------   -----------------

       Total assets                                                                     $  13,551,289       $  14,406,540
                                                                                     =================   =================

                                             LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
     Credit line payable                                                                      300,000             300,000
     Accounts payable                                                                       1,000,029             918,791
     Accrued expenses                                                                         960,500             743,151
     Due to officers, directors and other related parties                                     464,500             225,000
     Capital lease payable                                                                     59,519              60,047
     Deferred revenue                                                                         528,107           1,379,922
     Other current liabilities                                                                     --              13,423
                                                                                     -----------------   -----------------
       Total current liabilities                                                            3,312,655           3,640,334
                                                                                     -----------------   -----------------

Capital lease obligation, net of current portion                                               96,765              96,765
Promissory notes and debenture payable, net of discount                                     1,498,417           1,245,876
Due to officers and directors                                                               1,224,598           1,024,598
                                                                                     -----------------   -----------------
       Total liabilities                                                                    6,132,435           6,007,573
                                                                                     -----------------   -----------------

       Total liabilities

Commitments and contingencies (Note 7)

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,
       9,372,727 shares issued and outstanding                                                  9,372               9,372
     Additional paid in capital                                                            39,219,679          39,236,119
     Accumulated deficit                                                                  (31,810,197)        (30,846,524)
                                                                                     -----------------   -----------------
       Total stockholders' equity                                                           7,418,854           8,398,967
                                                                                     -----------------   -----------------

       Total liabilities and stockholders' equity                                       $  13,551,289       $  14,406,540
                                                                                     =================   =================


</TABLE>

    See accompanying notes to consolidated financial statements (unaudited).


                                       5
<PAGE>

<TABLE>
<CAPTION>

                          I-TRAX, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 30, 2003 AND 2002
                                   (UNAUDITED)

                                                                                Three months            Three months
                                                                                    ended                  ended
                                                                                  March 31,              March 31,
                                                                                    2003                    2002
                                                                              ------------------       ---------------
Revenue:
<S>                                                                                 <C>                    <C>
     Technology licenses                                                            $   914,702            $   44,500
     Services                                                                           701,429               361,857
                                                                              ------------------       ---------------
Total revenue                                                                         1,616,131               406,357
                                                                              ------------------       ---------------
Cost of revenue:
     Technology licenses                                                                 16,014                10,834
     Services                                                                           300,066               251,331
                                                                              ------------------       ---------------
Total cost of revenue                                                                   316,080               262,165
                                                                              ------------------       ---------------

Gross profit                                                                          1,300,051               144,192

Operating expenses:
     General and administrative                                                         308,504               382,119
     Salary and related benefits                                                        858,863             1,182,899
     Research and development                                                                --               119,500
     Depreciation and amortization                                                      436,548               219,987
     Marketing and publicity                                                             81,757               170,456
                                                                              ------------------       ---------------
Total operating expenses                                                              1,685,672             2,074,961
                                                                              ------------------       ---------------

Operating loss                                                                         (385,621)           (1,930,769)
                                                                              ------------------       ---------------

Other income (expenses):
     Amortization of debt issuance costs                                                (57,525)              (36,384)
     Costs in connection with uncompleted acquisition                                  (200,000)                   --
     Interest expense                                                                  (320,527)             (184,759)
                                                                              ------------------       ---------------
Total other income (expenses)                                                          (578,052)             (221,143)
                                                                              ------------------       ---------------

Net loss                                                                           $   (963,673)         $ (2,151,912)
                                                                              ==================       ================

Loss per common share:

Basic and diluted                                                                    $     (.10)            $    (.26)
                                                                              ==================       ================

Weighted average number of shares outstanding:                                        9,372,727             8,319,179
                                                                              ==================       ================


    See accompanying notes to consolidated financial statements (unaudited).

</TABLE>

                                       6
<PAGE>


                          I-TRAX, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                    FOR THE THREE MONTHS ENDED MARCH 31, 2003
                                   (UNAUDITED)
<TABLE>
<CAPTION>




                                                     Common Stock             Additional                            Total
                                             -----------------------------    Paid-in          Accumulated      Stockholders'
                                                Shares          Amount         Capital          Deficit            Equity
                                             --------------  ------------- ----------------  --------------  ---------------

<S>                                             <C>            <C>           <C>            <C>               <C>
Balances at December 31, 2002                    9,372,727      $   9,372     $ 39,236,119   $ (30,846,524)    $  8,398,967

Issuance of compensatory stock options                                              23,942                           23,942

Mark to market  of warrants granted for
   investor relations services and stock
   options granted to a former employee                 --             --          (40,382)             --          (40,382)

Net loss for the quarter ended March 31, 2003           --             --               --        (963,673)        (963,673)
                                             --------------  ------------- ----------------  --------------  ---------------

Balances at March 31, 2003                       9,372,727      $   9,372     $ 39,219,679   $ (31,810,197)    $  7,418,854
                                             ==============  ============= ================  ==============  ===============


</TABLE>



    See accompanying notes to consolidated financial statements (unaudited).


                                       7
<PAGE>

<TABLE>
<CAPTION>

                          I-TRAX, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
                                   (UNAUDITED)

                                                                               Three months         Three months
                                                                                  ended                 ended
                                                                              March 31, 2003       March 31, 2002
                                                                             -----------------     ----------------
Operating activities:
<S>                                                                              <C>                 <C>
     Net loss                                                                    $   (963,673)       $  (2,151,912)
     Adjustments to reconcile net loss to net cash used in operating
activities:
         Accretion of discount on notes payable charged to interest expense           133,961               96,867
         Accretion of beneficial conversion value of debenture                        118,581               79,054
         Amortization of option liability                                             (13,423)             (26,846)
         Amortization of debt issuance costs                                           57,525               16,384
         Depreciation and amortization                                                436,548              239,988
         Issuance of securities for services                                          (16,440)             308,544
         Write off of deposit on cancelled acquisition                                200,000                   --
Changes in operating assets and liabilities, net of acquisitions:
     Decrease (increase) in:
       Accounts receivable                                                            104,276               87,965
       Prepaid expenses                                                               (73,058)             (83,468)
       Other current assets                                                            (7,430)             (15,579)
     (Decrease) increase in:
       Accounts payable                                                                81,238                2,708
       Accrued expenses                                                               217,349             (165,939)
       Deferred revenue                                                              (851,815)              69,066
                                                                             -----------------     ----------------
Net cash used in operating activities                                                (576,361)          (1,543,168)
                                                                             -----------------     ----------------
Investing activities:
     Proceeds from repayment of note receivable                                            --               37,500
     Cash used for property, equipment and software development costs                (190,624)                  --
     Proceeds from partial release of security deposit                                     --               16,484
     Net cash to acquire WellComm Group, Inc.                                              --           (2,045,065)
                                                                             -----------------     ----------------
Net cash used in investing activities                                                (190,624)          (1,991,081)
                                                                             -----------------     ----------------
Financing activities:
     Principal payments on capital leases                                                (528)             (12,906)
     Repayment to related parties                                                    (140,000)             (50,000)
     Proceeds from officers, directors and other related parties                      579,500                   --
     Proceeds from sale of common stock                                                    --            1,472,850
     Proceeds from sale of debenture option                                                --              161,078
     Costs of issuance of debenture                                                        --             (150,000)
     Proceeds from issuance of debenture                                                   --            1,838,922
                                                                             -----------------     ----------------
Net cash provided by financing activities                                             438,972            3,259,943
                                                                             -----------------     ----------------
Net decrease in cash                                                                (328,013)             (274,306)
Cash at beginning of period                                                           360,166            1,029,208
                                                                             -----------------     ----------------
Cash at end of period                                                             $    32,153          $   754,902
                                                                             =================     ================
Supplemental disclosure of non-cash flow information:
    Cash paid during the year for:
       Interest                                                                   $    15,612          $     8,213
                                                                             =================     ================

</TABLE>


                         (Continues on following page.)


                                       8
<PAGE>


                          I-TRAX, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002

                         (Continues from previous page.)
<TABLE>
<CAPTION>


                                                                                 Three months        Three months
                                                                                     ended              ended
                                                                                March 31, 2003      March 31, 2002
                                                                                ----------------   -----------------

Schedule of non-cash investing activities:


     Issuance of 1,488,000  shares of common stock and granting of 112,000 stock
       options in connection with acquisition of WellComm Group,
<S>                                                                                  <C>              <C>
       Inc.                                                                          $       --       $  10,480,000
                                                                                ================   =================

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





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



                                       9
<PAGE>


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


NOTE 1--ORGANIZATION

I-trax,   Inc.  (the  "Company")   provides   focused  disease   management  and
comprehensive  health management solutions designed to improve the health of the
populations  it serves while  reducing the cost of medical care. The Company was
incorporated  in the State of Delaware on  September  15,  2000.  The  Company's
common stock is traded on the American Stock Exchange under the symbol "DMX."

As of March 31, 2003,  the Company had three wholly owned  subsidiaries:  I-trax
Health Management Solutions, Inc. (formerly known as I-Trax.com,  Inc.) ("Health
Management"),  a corporation, and iSummit Partners, LLC and WellComm Group, LLC,
each a single member limited liability company.


NOTE 2--INTERIM RESULTS AND BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in accordance
with accounting  principles  generally  accepted 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,  2003 and the results of the  operations  and cash flows for the three
months  ended March 31,  2003.  The results for the three months ended March 31,
2003 are not  necessarily  indicative  of the  results  to be  expected  for any
subsequent  quarter or the entire  fiscal year ending  December  31,  2003.  The
balance  sheet at December 31, 2002 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 accounting  principles generally accepted
in the United States of America have been  condensed or omitted  pursuant to the
Securities and Exchange Commission's rules and regulations.

For the three  months  ended March 31, 2003,  the Company  capitalized  software
development costs amounting to $187,500 since technological feasibility has been
achieved.

Loss per common  share is  computed  pursuant  to 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, 2003 and 2002,  3,863,604 and
2,386,049,  respectively, of options and warrants 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, 2002 as included  in the  Company's  report on Form 10-KSB for the
fiscal year ended December 31, 2002 filed on April 15, 2003.


                                       10
<PAGE>

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


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. by issuing 1,488,000 shares of common stock
valued at  $9,746,400,  granting  112,000  options valued at $733,600 to acquire
common stock at a nominal exercise price and paying approximately  $2,200,000 in
cash. The aggregate acquisition price amounted to approximately $12,680,000. The
financial  statements  include the  operations of WellComm from February 1, 2002
forward.

The  following  unaudited  pro forma  results of  operations of the Company give
effect to the acquisition of WellComm for the quarter ended March 31, 2002 as if
the acquisition was consummated at the beginning of that period.

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

     Total revenue                                              $     660,136
                                                              =================
     Total expenses                                             $   2,835,031
                                                              =================
     Net loss                                                   $  (2,174,895)
                                                              =================

     Pro forma net loss per share:                              $        (.24)
       Basic and Diluted                                      =================

     Weighted average number of shares outstanding:                 9,036,190
       Basic and Diluted                                      =================

NOTE 4--RELATED PARTY TRANSACTIONS

At December 31, 2002, the Company had loans  outstanding to certain officers and
directors  amounting to  $1,024,598  and $225,000 to a relative of the Company's
Chief Operating Officer.

During February 2003,  pursuant to a promissory note, the former Chief Executive
Officer of WellComm, now a member of the Company's Board of Directors,  advanced
$200,000 to the Company for working capital. The loan carries interest at 8% per
year and it matures in February 2004.

During the three months ended March 31, 2003, the Company's  Chief Executive and
Operating  Officers,  along  with  certain  stockholders  and the  former  Chief
Executive Officer of WellComm, now a member of the Company's Board of Directors,
advanced  the Company a total of $379,500  for working  capital.  The  Company's
Chief  Executive and Operating  Officers have  committed to continue to fund the
Company  until it  generates  positive  cash flow  from  operations  and  raises
additional  funds in the private  placement  described  in Note 10, but at least
through January 1, 2004.

During  February 2003, the Company repaid  $140,000  representing a portion of a
loan  made  by  a  relative  of  the  Company's  Chief  Operating  Officer.  The
outstanding  balance to this  individual  as of March 31, 2003 is $85,000 and is
due on demand.


                                       11
<PAGE>

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

NOTE 4--RELATED PARTY TRANSACTIONS (cont'd)

At March 31, 2003,  $464,500 of the outstanding  amount has been classified as a
current liability as it is due on demand and $1,224,598 has been classified as a
long-term liability as it is subordinated to the convertible debenture.

Interest  expense  associated with related party loans and advances  amounted to
$29,386  and  $14,292  for the  three  months  ended  March  31,  2003 and 2002,
respectively.


NOTE 5--PROMISSORY NOTES PAYABLE

On March 2, 2001 the  Company  borrowed  $692,809  from an  investor  group that
included  a venture  capital  fund  managed  by the  Company's  Chief  Executive
Officer.  Such sum is included in promissory notes and debenture  payable on the
accompanying  consolidated  balance  sheet.  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.  The Company also granted to this investor  group  warrants to
purchase  364,694 shares of common stock  exercisable at $0.50 per share,  which
were exercised in the first quarter of 2002.

The value  assigned to  detachable  warrants  of  $459,854 is being  accreted to
interest expense over the five-year term of the underlying promissory notes. For
the three months ended March 31, 2003 and 2002, the amount  accreted to interest
expense was $22,677 and $22,677,  respectively.  At March 31, 2003, the carrying
value of the notes amounted to $425,714 and is included in the promissory  notes
and debenture payable in the accompanying consolidated balance sheet.


NOTE 6--CONVERTIBLE DEBENTURE

The Company  funded the  acquisition  of  WellComm  by selling a 6%  convertible
senior  debenture in the  aggregate  principal  amount of $2,000,000 to Palladin
Opportunity  Fund LLC.  Pursuant to the  purchase  agreement,  the Company  also
issued  Palladin a warrant to purchase an aggregate  of up to 307,692  shares of
common stock at an exercise price of $5.50 per share. The outstanding  principal
and any interest  under the debenture are payable in full on or before  February
3, 2004. Further, outstanding principal and any interest may be converted at any
time at the election of Palladin into common stock. The current conversion price
under the debenture is $3.03. The current conversion price is subject to "reset"
as of August 4, 2003 but only if the closing bid price for the Company's  common
stock averaged  during a period of 20 consecutive  trading days ending on August
3, 2003, is less than the then current conversion price.

The value  assigned to the warrant of $890,272 was recorded as a discount to the
debenture  and is  being  accreted  to  interest  expense  over  the life of the
debenture.  For the three  months  ended March 31, 2003 and 2002,  $111,284  and
$74,189,  respectively,  of the discount,  is accreted to interest expense.  The
Company also  recorded  $118,581  and $79,054 of interest  expense for the three
months ended March 31, 2003 and 2002, respectively,  for the amortization of the
portion of the  beneficial  conversion  value of the  debenture.  The beneficial
conversion value, which amounted to $948,651,  represents the difference between
the fair market value of the common stock on the date the debenture was sold and
the price at which the debt could be converted  into common  stock.  As of March
31, 2003,  the carrying  value of the debenture  amounted to  $1,072,703  and is
included  in the  promissory  notes and  debenture  payable in the  accompanying
consolidated balance sheet.


                                       12
<PAGE>

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

NOTE 7--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.

Significant Customers

Financial instruments,  which may expose the Company to concentrations of credit
risk,  consist  primarily  of accounts  receivable.  As of March 31,  2003,  two
customers   represented  20%  and  20%,   respectively  of  the  total  accounts
receivable.  For the three  months  ended  March 31,  2003,  the Company had one
unrelated customer, which accounted for 43% of total revenues.

Risk Based Contracts

The Company  enters into  risk-based  contracts  in certain  disease  management
arrangements. These contracts are generally for terms of three to five years and
provide that a percentage of the  Company's  fees may be refunded to a client if
the  Company  does not save the  client a  certain  percentage  of the  expenses
incurred by individuals whose health is managed by the Company.  As of March 31,
2003,  the Company  was a party to one  risk-based  contract,  which the Company
expects to implement during the second quarter.


NOTE 8--STOCKHOLDERS' EQUITY

Warrants

The  following  table  summarizes  the  Company's  activity as it relates to its
warrants for the three months ended March 31, 2003:

            Balance outstanding at January 1, 2003              2,132,953
            Quarter ended March 31, 2003:
                     Granted                                           --
                     Exercised                                         --
                                                            -------------
            Balance outstanding at March 31, 2003               2,132,953
                                                            =============




                                       13
<PAGE>


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

NOTE 8--STOCKHOLDERS' EQUITY (cont'd)

Options

The table below  summaries the activity in the Company's  stock option plans for
the three months ended March 31, 2003:

                                                     Non-Qualified          Non-Plan
                              Incentive Options         Options           Non-Qualified            Total
                                                                             Options
   ------------------------- -------------------- -------------------- -------------------- --------------------
   Outstanding as of
<S>        <C>                           <C>                  <C>                  <C>                <C>
   January 1, 2003                       735,829              535,973              439,000            1,710,802
   Granted                                20,000               40,000                   --               60,000
   Exercised                                  --                   --                   --                   --
   Forfeited/Expired                    (127,971)             (40,000)                  --             (167,971)
                             -------------------- -------------------- -------------------- --------------------
   Outstanding as of March
   31, 2003                              627,858              535,973              439,000            1,602,831
                             ==================== ==================== ==================== ====================
   Vesting Dates:
          December 31, 2003              133,261              157,670               75,834              366,765
          December 31, 2004              109,350               47,667               39,168              196,185
          December 31, 2005               58,265               19,335               26,668              104,268
          December 31, 2006               13,334                   --                   --               13,334
          December 31, 2007                   --                   --                   --                   --
                 Thereafter                   --                   --               20,000               20,000
</TABLE>

As of March 31,  2003,  there  were  outstanding  an  aggregate  of  902,279  of
exercisable  plan and non-plan options with exercise prices ranging from $.01 to
$10.00.

For the three  months  ended March 31, 2003,  the Company  recorded  $23,942 for
compensation expense in connection with grants to independent consultants.

The Company  accounts  for its employee  incentive  stock option plans using the
intrinsic  value  method in  accordance  with the  recognition  and  measurement
principles of Accounting  Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees," as permitted by SFAS No. 123. . Had the Company determined
compensation  expense base on the fair value at the grant dates for those awards
consistent  with the method of SFAS 123, the  Company's net loss per share would
have been increased to the following pro forma amounts:



                                       14
<PAGE>

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


NOTE 8--STOCKHOLDERS' EQUITY (cont'd)

Options (cont'd)

<TABLE>
<CAPTION>

                                                                For the three         For the three
                                                                Months ended           Months ended
                                                                  March 31,             March 31,
                                                                    2003                   2002
                                                              ------------------    -------------------
<S>                                                                  <C>                  <C>
         Net loss as reported                                        $  (963,673)         $  (2,151,912)

         Add back intrinsic value of the options issued to                     -
         employee and charged to operations                                                     163,200

         Deduct total stock based employee compensation
         expense determined under fair value based methods
         for all awards                                                 (710,365)              (882,286)
                                                              ------------------    -------------------

         Pro forma net loss                                        $  (1,674,038)         $  (2,870,998)
                                                              ==================    ===================

         Basic and diluted net loss per share as reported             $     (.10)            $     (.26)

         Pro forma basic and diluted net loss per share               $     (.18)            $     (.35)
</TABLE>


NOTE 9--AGREEMENT TO ACQUIRE DxCG, INC.

On November 8, 2002,  the Company  entered  into a merger  agreement  to acquire
DxCG, Inc. for a total purchase price of approximately $10,000,000, of which the
Company intended to pay $6,000,000 in cash and $4,000,000 in common stock. Under
the terms of this  agreement and at the time this  agreement  was executed,  the
Company deposited  $200,000 into an escrow account.  This sum was intended to be
released to DxCG if DxCG  terminated  the merger  agreement  because the Company
failed to satisfy certain conditions to closing, including third party financing
for the cash  portion of the  purchase  price.  The  Company  did not secure the
financing by January 31, 2003 and  accordingly  such  agreement  was  terminated
resulting in the Company charging the $200,000 to earnings.


NOTE 10--SUBSEQUENT EVENTS

Related Party Transactions

During May 2003, the Company's Chief Executive  Officer advanced $150,000 to the
Company for working capital. Such advance is due on demand with an interest rate
of 8% per annum.

Private Placement Memorandum

During March 2003, the Company  commenced a private  placement in order to raise
additional  funds.  The  Company is offering  to sell up to  1,000,000  Units of
equity securities,  each consisting of one share of common stock and one warrant
to acquire one share of common stock.


                                       15
<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, 2002,  incorporated into our Form 10-KSB,  filed on April 15,
2003.

         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  I-trax,  Inc.  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.

Our Business

         I-trax  has  historically   developed   enterprise  and  client  server
applications  for  collecting  disease  specific data at the  point-of-care  for
several large  hospitals and medical  centers.  In 2001, we expanded our product
lines by developing  additional  software  applications,  adding  services,  and
completing several strategic acquisitions.

         I-trax now provides focused disease management and comprehensive health
management  solutions designed to improve the health of the populations we serve
while  reducing the cost of medical care. Our solutions are designed to meet the
needs of insurers,  employers and consumers  seeking to reduce costs and improve
the  quality  of  care by  enabling  healthcare  organizations  to  evolve  from
fragmented  care  management  practices into a cohesive and efficient  system of
healthcare  management.  Our solutions are fully  integrated,  use a single-data
platform  that allows all  caregivers to share records and enable our clients to
provide true coordination of care.

Our Services

         Our services are divided into three portfolios:  Prediction, Prevention
and Care Management. The specific services in each portfolio are:

         Prediction

         First,  we  license  third  party  software  to  analyze  our  clients'
historical  information to predict future  healthcare costs. By using predictive
modeling,   we  identify  our  clients'  future  healthcare  costs,  the  health
conditions  that will  drive  those  costs and the people  within  our  clients'
populations who are at risk for those conditions.

         Prevention

         Second, we use what we believe to be state-of-the-art demand management
and nurse  triage  services to effect our targeted  interventions.  Our services
incorporate nationally recognized,  evidence-based clinical guidelines to ensure
that all caregivers and consumers are following the best practices. We also link
the key  stakeholders  in this care delivery  effort--consumers,  physicians and
care managers--through  secure, web-based solutions.  These solutions facilitate
real-time sharing of information and support the adherence to our population and
disease management programs. Our prevention products and services include:

o     MyNurseLine(TM)--24  hours per day, 7 days per week demand  management and
      nurse triage service staffed by skilled nurses;
o     DoctorsLine(TM)--an   after-hours   custom   triage   and   administrative
      outsourcing service;
o     Health-e-Community(TM)--a    specialized    enrollment,    marketing   and
      fulfillment service;



                                       16
<PAGE>

o     eImmune(R)--a  clinical  immunization  and related adverse events tracking
      system;
o     Medicive(R)  Medical  Enterprise  Data  System--a   proprietary   software
      architecture  developed  to collect,  store,  retrieve and analyze a broad
      range of information used in the healthcare industry,  which serves as the
      foundation for our Care Coordination Platform offerings;
o     Health-e-Coordinator(TM)--a   web-based  care  management  application;  o
      MyFamilyMD(TM)--a consumer health management portal; and
o     CarePrime(R)--a clinical care application for physicians and clinicians.

         Care Services

         Finally,   we  offer  what  we  believe  to  be  the  industry's   most
comprehensive  health management and disease management  solutions.  Our disease
management solutions currently address congestive heart failure (CHF),  coronary
artery disease (CAD), asthma,  diabetes, lower back pain and chronic obstructive
pulmonary  disease  (COPD).  We  also  develop  programs  using  evidenced-based
guidelines  based on our clients'  requests.  Health-e-Life  Program(TM)  is our
comprehensive end-to-end solution for care management.

Listing on the American Stock Exchange

         Effective  January 3, 2003 we completed a 1-for-5  reverse stock split.
Our board of directors and  stockholders  authorized  the reverse stock split in
connection  with the then  pending  application  to list our common stock on the
American  Stock  Exchange.  We began trading on the American  Stock  Exchange on
January 15, 2003 under the symbol "DMX."

Corporate Overview

         I-trax was incorporated in the State of Delaware on September 15, 2000.
We currently  have three wholly owned  subsidiaries:  I-trax  Health  Management
Solutions,  Inc. (formerly known as I-Trax.com,  Inc.) ("Health Management"),  a
corporation,  and iSummit  Partners,  LLC and WellComm Group, LLC, each a single
member  limited  liability  company.  We conduct our  operations  through Health
Management and WellComm Group, LLC.

Our Customers

         As of March  31,  2003,  we  served  approximately  62  customers.  Our
customers  include physician groups,  hospitals,  health plans,  including plans
providing Medicaid and Medicare covered services,  universities and colleges and
agencies and branches of the United States government.

         We continue to focus our marketing  efforts on the  following  markets:
health plans and health insurers;  self-insured employers;  military, government
and public health agencies;  college and university student health services; and
hospital and health systems.

Results of Operations

Three Months Ended March 31, 2003 Compared to Three Months Ended March 31, 2002.

         Revenue for the three  months ended March 31, 2003 was  $1,616,131,  an
increase of  $1,209,774  or 298% from  $406,357 for the three months ended March
31, 2002. Total revenue was comprised of two components: (1) prevention and care
services revenue of $701,429; and (2) technology license and services revenue of
$914,702,  of which $702,000  represents  revenue from the exclusive  license of
CarePrime(R) and  MyFamilyMD(TM) we granted to UICI and certain related software
development work. We contracted this revenue in the third quarter of 2002 and we
are recognizing it based on delivering required deliverables.  We expect that in
future  periods we will  generate a  significant  portion  of our  revenue  from
delivery of prevention services, such as MyNurseLine(TM), and care services that
we deliver using the Health-e-Program(TM).

         Cost of revenue for the three months ended March 31, 2003 was $316,080,
an increase of 21% from $262,165 for the three months ended March 31, 2002.  The
increase  is  attributable  to the  personnel  costs  required  to  service  our
prevention  and care services  contracts.  We expect that in future  periods our
cost of revenue will  increase



                                       17
<PAGE>

or decrease in  proportion  to volume of business.  This is because we expect to
derive a  significant  portion of our future  revenue from  prevention  and care
services contracts, which require human involvement proportionate to the size of
the contract.

         Outsourced  research  and  development  costs  were  $-0- for the three
months  ended March 31, 2003 as compared to $119,500  for the three months ended
March 31, 2002, a decrease of 100%. The decrease was attributable in significant
part to a shift  of some  software  development  work  from a  subcontractor  to
in-house.  Despite the decrease,  we expect to continue to spend funds on adding
functionality  to our products  including to the  MyFamilyMD(TM)  application by
adding  MedWizard(R) tools, on CarePrime(TM)  application,  which interacts with
MyFamilyMD(TM)  and  its  MedWizard(R)  tools,  and on  Health-e-Coordinator(TM)
application by adding additional disease  capabilities.  Commencing in the first
quarter of 2003,  we began to  capitalize  certain  costs,  which are  primarily
developer  labor costs based on which project the developers were working on and
the stage of development of the applicable  project.  For the three months ended
March 31, 2003, we capitalized $187,500,  which includes outsourced services and
certain internal costs.

         General  and  administrative  expenses  (excluding  salary and  related
benefits which are discussed  separately  below) decreased from $382,119 for the
three  months  ended March 31, 2002 to $308,504 for the three months ended March
31, 2003, a decrease of 19%.  Our ability to reduce  general and  administrative
expenses is attributable to increased  efficiencies  and the  implementation  of
stringent budgetary controls.  We believe that currently,  we have the resources
to handle increased revenue with minimal incremental fixed costs.

         Salary and related  benefits  were  $858,863 for the three months ended
March 31, 2003 as compared to  $1,182,899  for the three  months ended March 31,
2002.  The decrease in salary and related  benefits  from the three months ended
March 31, 2002 to the three  months  ended  March 31, 2003 was  $324,036 or 27%.
Again,  the reduction in salary and related benefits costs is a direct result of
continued   efforts  by  us  to  consolidate   certain   functions  and  improve
efficiencies.

         Depreciation  and  amortization  expenses  were  $436,548 for the three
months ended March 31, 2003,  as compared to $219,987 for the three months ended
March 31, 2002. The increase is primarily  attributable  to the  amortization of
the value of intangible assets acquired in the WellComm acquisition.

         Marketing  and  advertising  expenses were $81,757 for the three months
ended March 31, 2003 as compared to $170,456  for the three  months  ended March
31, 2002. The decrease of 52% resulted from stringent budgetary constraints.

         Interest  expense  for the  three  months  ended  March  31,  2003  was
$320,527, increasing by $135,768 or 74% from $184,759 for the three months ended
March 31, 2002.  For the three months  ended March 31,  2003,  interest  expense
includes  the  amortization  and  accretion on items  related to the  $2,000,000
debenture as follows: $118,581 associated with the beneficial conversion feature
of the debenture;  and $133,961 associated with the value of the warrants issued
with the debenture.  The balance of $67,985 is associated with interest on other
debt and  related  party  loans.  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.

         Amortization  of debt  issuance  and  conversion  costs was $57,525 and
$36,384 for the three months ended March 31, 2003 and 2002, respectively.  These
were costs  incurred in selling the  $2,000,000  debenture  to Palladin  and are
being amortized over the two year life of the debenture.

         During  the  quarter  ended  March 31,  2003,  in  connection  with the
termination of our agreement to acquire DxCG,  Inc., a  Boston-based  predictive
modeling company, we charged $200,000 to earnings. This sum was released to DxCG
following DxCG's  termination of the merger agreement because certain conditions
to closing were not  satisfied,  including  third party  financing  for the cash
portion of the purchase price.

         Our net loss was  $963,673 for the three months ended March 31, 2003 as
compared to a net loss of  $2,151,912  the three  months ended March 31, 2002, a
decrease of 55%.


                                       18
<PAGE>


Liquidity and Capital Resources

         Working Capital Deficiency

         As  of  March  31,  2003,  we  had  a  working  capital  deficiency  of
$2,608,126.  Through  March 31, 2003 and the date of this  report,  we have been
able to finance these deficits with loans from our senior management team, their
affiliates and a director.  Although we continue to run cash flow deficits as of
the date of this report,  we also  continue to make progress  towards  producing
positive cash flow from operations and we expect,  although no assurances exist,
that we will reach operating cash flow break even in the third quarter of 2003.

         Additionally,  during the three months ended March 31, 2003 and through
the date of this report, our Chief Executive and Operating Officers,  along with
certain  stockholders  advanced to us in the form of loans  $729,500 for working
capital.  Our Chief Executive and Operating  Officers have committed to continue
to fund us until we  generate  positive  cash  flow  from  operations  and raise
additional  funds in the private  placement,  which we commenced  subsequent  to
year-end, but at least through January 1, 2004.

         Sources and Uses of Cash

         Despite our  negative  cash flows from  operations,  which  amounted to
$576,361 for the three months ended March 31, 2003 and  $1,543,168 for the three
months  ended March 31,  2002,  we have been able to secure funds to support our
operations.  During the quarter  ended  March 31,  2002,  we secured  funding by
selling  equity  securities  and a  debenture,  which  aggregated  approximately
$3,200,000.  Of the  $3,200,000,  we used  approximately  $2,200,000  to acquire
WellComm and the  remainder to fund  operations.  During the quarter ended March
31, 2003,  we also  received  (net of  repayments)  $439,500  from  officers and
related parties.

         As of March 31, 2003, our current  liabilities were $3,312,655 of which
$464,500 is due to related  parties.  The  remainder of current  liabilities  of
approximately   $2,800,000  is  made  up,   primarily,   of  trade  payables  of
approximately  $1,000,000 accrued expenses of approximately  $960,000,  $300,000
credit line  payable,  which was assumed  with the  acquisition  of WellComm and
approximately  $530,000 of deferred revenue. We have good relationships with all
of our vendors.

         As of March 31, 2003,  the face value of our long-term debt amounted to
approximately  $3,700,000.  This  sum  is  comprised  of 6%  convertible  senior
debenture in the aggregate principal amount of $2,000,000 (but carrying value of
$1,072,703) held by Palladin,  for which principal and deferred  interest is not
due until February 3, 2004,  $692,809 (but carrying value of $425,714) 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 our Chief  Executive
Officer,  for which  principal  and  interest is not due until  March 2006,  and
approximately  $1,200,000 held by executive  officer and members of our Board of
Directors.

Critical Accounting Policies

         Impairment of Goodwill and Intangible

         We  operate  in an  industry  that is rapidly  evolving  and  extremely
competitive.  It is  reasonably  possible  that our  accounting  estimates  with
respect to the useful life and ultimate  recoverability of our carrying basis of
goodwill and intangible assets could change in the near term and that the effect
of such changes on the financial statements could be material.

         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.


                                       19
<PAGE>


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

         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.

         We recognize service revenue as the services are rendered. We contracts
with our customers to provide  services based on an  established  monthly fee, a
per-call charge or a combination of both.

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


                                       20
<PAGE>



Item 3.           Controls and Procedures

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

PART II. OTHER INFORMATION

Item 1.           Legal Proceedings

         None.

Item 2.           Changes in Securities

         None.

Item 3.           Defaults upon Senior Securities

         We did not default upon any senior  securities during the quarter ended
March 31, 2003.

Item 5.           Other Information

         None.

Item 6.           Exhibits and Reports on Form 8-K

(a)      Exhibits

99.1              Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
                  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.2              Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
                  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b)      Reports on Form 8-K

         We filed a current  report on Form 8-K with the Securities and Exchange
Commission    on   February    12,   2003   to   report   the    dismissal    of
PricewaterhouseCoopers, LLP as our auditors.

         We filed a current  report on Form 8-K with the Securities and Exchange
Commission  on February 19, 2003 to report the  engagement  of  Goldstein  Golub
Kessler LLP as our auditors.


                                       21
<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 14, 2003                           By: /s/  Frank A. Martin
                                                 ---------------------
                                             Name:   Frank A. Martin
                                             Title:  Chief Executive Officer




                                       22
<PAGE>



                                  CERTIFICATION


         I, Frank A. Martin, certify that:

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

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

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

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

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

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

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

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

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

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

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

                                              Date:    May 14, 2003

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



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<PAGE>



                                  CERTIFICATION


         I, Anthony Tomaro, certify that:

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

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

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

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

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

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

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

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

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

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

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

                                           Date:    May 14, 2003

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


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