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: June 30, 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 August 13, 2003, the Registrant
had 10,930,409 shares of its $0.001 par value common stock outstanding.

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



<PAGE>
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<CAPTION>


                                      INDEX



                                                                                                         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........................................................19

         Item 3.           Controls and Procedures..........................................................26

PART II.   OTHER INFORMATION................................................................................26

         Item 1.           Legal Proceedings................................................................26

         Item 2.           Changes in Securities............................................................26

         Item 3.           Defaults upon Senior Securities..................................................27

         Item 4.           Submission of Matters to a Vote of Security Holders..............................27

         Item 5.           Other Information................................................................27

         Item 6.           Exhibits and Reports on Form 8-K.................................................28


</TABLE>


                                       2
<PAGE>



                          PART I. FINANCIAL INFORMATION

Item 1.           Financial Statements


<TABLE>
<CAPTION>


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



                                                                                                           Page No.


<S>                                                                                                            <C>
Report of Independent Public Accountants                                                                       4

Consolidated Balance Sheets at June 30, 2003 (unaudited) and December 31, 2002                                 5

Consolidated Statements of Operations for the three months ended June 30, 2003 and 2002 (unaudited)            6

Consolidated Statements of Operations for the six months ended June 30, 2003 and 2002 (unaudited)              7

Consolidated Statement of Stockholders' Equity for the six months ended June 30, 2003 (unaudited)              8

Consolidated Statements of Cash Flows for the six months ended June 30, 2003 and 2002 (unaudited)              9

Notes to consolidated financial statements                                                                    11





</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 June 30, 2003, and
the related condensed consolidated  statements of operations for the three month
and six month  periods  ended June 30, 2003 and the  consolidated  statements of
stockholders'  equity  and cash  flows for the six month  period  ended June 30,
2003.  These  financial  statements  are  the  responsibility  of the  company's
management.

We  conducted  our  reviews 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 reviews, we are not aware of any material modifications that should
be made to the condensed  financial  statements referred to above 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

July 23, 2003




                                       4
<PAGE>

<TABLE>
<CAPTION>


                          I-TRAX, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                                            ASSETS
                                                                                            June 30,
                                                                                              2003                 December 31,
                                                                                           (unaudited)                 2002
                                                                                           ------------           ------------
Current assets:
<S>                                                                                        <C>                    <C>
     Cash                                                                                  $    361,138           $    360,166
     Deposit on potential acquisition                                                              --                  200,000
     Accounts receivable, net                                                                   462,197                597,635
     Prepaid expenses                                                                           131,825                 77,569
     Other current assets                                                                        22,815                 20,960
                                                                                           ------------           ------------
         Total current assets                                                                   977,975              1,256,330
                                                                                           ------------           ------------

 Office equipment, furniture, leasehold improvements and software development
   costs, net                                                                                   703,173                412,779
Deferred marketing costs, net                                                                 1,057,777              1,284,445
Goodwill                                                                                      8,424,062              8,424,062
Intangible assets, net                                                                        2,187,429              2,748,087
Debt issuance cost, net                                                                         134,223                249,273
Security deposits                                                                                31,564                 31,564
                                                                                           ------------           ------------

       Total assets                                                                        $ 13,516,203           $ 14,406,540
                                                                                           ============           ============


                                             LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
     Credit line payable                                                                        300,000                300,000
     Accounts payable                                                                           688,551                918,791
     Accrued expenses                                                                           536,887                743,151
     Due to officers, directors and other related parties                                       107,330                225,000
     Notes payable - other, net of discount                                                     275,546                   --
     Capital lease payable                                                                       60,649                 60,047
     Deferred revenue                                                                           124,737              1,379,922
     Debenture payable, net of discount                                                         705,359                   --
     Other current liabilities                                                                     --                   13,423
                                                                                           ------------           ------------
       Total current liabilities                                                              2,799,059              3,640,334
                                                                                           ------------           ------------

Capital lease obligation, net of current portion                                                 61,473                 96,765
Promissory notes and debenture payable, net of discount                                         373,390              1,245,876
Due to officers and directors                                                                   780,230              1,024,598
                                                                                           ------------           ------------
       Total liabilities                                                                      4,014,152              6,007,573
                                                                                           ------------           ------------
       Total liabilities

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,
       10,930,409 and 9,372,727 shares issued and outstanding, respectively                      10,929                  9,372
     Additional paid in capital                                                              44,043,641             39,236,119
     Accumulated deficit                                                                    (34,552,519)           (30,846,524)
                                                                                           ------------           ------------
       Total stockholders' equity                                                             9,502,051              8,398,967
                                                                                           ------------           ------------

       Total liabilities and stockholders' equity                                          $ 13,516,203           $ 14,406,540
                                                                                           ============           ============


    See accompanying notes to consolidated financial statements (unaudited).

</TABLE>

                                       5
<PAGE>

<TABLE>
<CAPTION>

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



                                                       Three months            Three months
                                                           ended                  ended
                                                         June 30,                June 30,
                                                           2003                    2002
                                                     ------------------      -----------------

Revenue:
<S>                                                     <C>                   <C>
     Technology licenses                                $   395,354           $   135,000
     Services                                               655,842               463,660
                                                        -----------           -----------
Total revenue                                             1,051,196               598,660
                                                        -----------           -----------

Cost of revenue:
     Technology licenses                                     24,690                10,834
     Services                                               317,462               354,319
                                                        -----------           -----------
Total cost of revenue                                       342,152               365,153
                                                        -----------           -----------

Gross profit                                                709,044               233,507

Operating expenses:
     General and administrative                             188,197               440,995
     Salary and related benefits                            465,594               935,295
     Research and development                                  --                 103,320
     Depreciation and amortization                          440,616               627,535
     Marketing and publicity                              1,522,852               156,636
                                                        -----------           -----------
Total operating expenses                                  2,617,259             2,263,781
                                                        -----------           -----------
Operating loss                                           (1,908,215)           (2,030,274)
                                                        -----------           -----------

Other expenses:
     Amortization of debt issuance costs                   (179,753)              (54,576)
     Interest expense and financing costs                  (654,354)             (306,211)
                                                        -----------           -----------
Total other expenses                                       (834,107)             (360,787)
                                                        -----------           -----------

Net loss                                                $(2,742,322)          $(2,391,061)
                                                        ===========           ===========

Loss per common share:

Basic and diluted                                       $      (.28)          $      (.26)
                                                        ===========           ===========

Weighted average number of shares outstanding:            9,873,184             9,307,164
                                                        ===========           ===========



    See accompanying notes to consolidated financial statements (unaudited).

</TABLE>

                                       6
<PAGE>


<TABLE>
<CAPTION>

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



                                                                             Six months ended        Six months ended
                                                                                 June 30,                June 30,
                                                                                   2003                    2002
                                                                             ------------------      -----------------
Revenue:
<S>                                                                               <C>                     <C>
     Technology licenses                                                          $  1,310,056            $   179,500
     Services                                                                        1,357,271                825,517
                                                                             ------------------      -----------------
Total revenue                                                                        2,667,327              1,005,017
                                                                             ------------------      -----------------

Cost of revenue:
     Technology licenses                                                                40,704                 21,668
     Services                                                                          617,528                605,650
                                                                             ------------------      -----------------
Total cost of revenue                                                                  658,232                627,318
                                                                             ------------------      -----------------

Gross profit                                                                         2,009,095                377,699

Operating expenses:
     General and administrative                                                        496,701                986,311
     Salary and related benefits                                                     1,324,457              1,954,997
     Research and development                                                               --                222,820
     Depreciation and amortization                                                     877,164                847,522
     Marketing and publicity                                                         1,604,609                327,092
                                                                             ------------------      -----------------
Total operating expenses                                                             4,302,931              4,338,742
                                                                             ------------------      -----------------

Operating loss                                                                      (2,293,836)            (3,961,043)
                                                                             ------------------      -----------------

Other expenses:
     Amortization of debt issuance costs                                              (237,278)               (90,960)
     Costs in connection with uncompleted acquisition                                 (200,000)                    --
     Interest expense and financing costs                                             (974,881)              (490,970)
                                                                             ------------------      -----------------
Total other expenses                                                                (1,412,159)              (581,930)
                                                                             ------------------      -----------------

Net loss                                                                         $  (3,705,995)          $ (4,542,973)
                                                                             ==================      =================

Loss per common share:

Basic and diluted                                                                  $      (.39)            $     (.52)
                                                                             ==================      =================

Weighted average number of shares outstanding:                                       9,620,206              8,782,304
                                                                             ==================      =================



    See accompanying notes to consolidated financial statements (unaudited).

</TABLE>

                                       7
<PAGE>

<TABLE>
<CAPTION>


                          I-TRAX, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                     FOR THE SIX MONTHS ENDED JUNE 30, 2003
                                   (UNAUDITED)

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

<S>                  <C> <C>                       <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                27,942            27,942

Mark to market of warrants granted for
   investor relations services and stock
   options granted to a former employee                 --                --              (4,097)              --           (4,097)

Fair market value of detachable warrants and
   additional beneficial conversion
   value in connection with re-pricing of
   convertible debenture                                --                --           1,007,833               --        1,007,833

Issuance of common stock for services                205,833               206           330,842               --          331,048

Contribution in the form of common stock
   given by shareholders for services
   rendered to the Company                           437,900           437,900

Sale of common stock, net of costs                   613,986               614         1,003,572               --        1,004,186

Issuance of warrants for services                       --                --             645,000               --          645,000

Fair value of detachable warrants issued in
   connection with convertible note                   68,000            68,000

Issuance of common stock for conversion of
   related party debt and assigned debt              668,152               668         1,168,602               --        1,169,270

Issuance of common stock for conversion of
   deferred salaries                                  69,711                69           121,928               --          121,997

Net loss for the six months ended June 30, 2003         --                --                --           (3,705,995)    (3,705,995)
                                                ------------      ------------      ------------       ------------   ------------

Balances at June 30, 2003
                                                  10,930,409      $     10,929      $ 44,043,641       $(34,552,519)  $  9,502,051
                                                ============      ============      ============       ============   ============



    See accompanying notes to consolidated financial statements (unaudited).



</TABLE>

                                       8
<PAGE>

<TABLE>
<CAPTION>


                          I-TRAX, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002
                                   (UNAUDITED)

                                                                                         Six months
                                                                                            ended            Six months ended
                                                                                        June 30, 2003         June 30, 2002
                                                                                      ------------------     -----------------
Operating activities:
<S>                                                                                       <C>                   <C>
     Net loss                                                                             $(3,705,995)          $(4,542,973)

     Adjustments to reconcile net loss to net cash used in operating activities:
         Accretion of discount on notes payable charged to interest                           254,539               230,830
expense
         Accretion of beneficial conversion value of debenture                                525,556               197,636
         Amortization of option liability                                                     (13,423)              (67,115)
         Amortization of debt issuance costs                                                  237,278                90,960
         Amortization of deferred marketing costs                                             226,668                  --
         Depreciation and amortization                                                        650,496               847,522
         Expenses for compensatory stock options and warrants                                  23,845               163,200
         Issuance of securities for services                                                1,413,946               (83,400)
         Write off of deposit on cancelled acquisition                                        200,000                  --
Changes in operating assets and liabilities, net of acquisitions:
     Decrease (increase) in:
       Accounts receivable                                                                    135,438               (19,275)
       Prepaid expenses                                                                       (54,256)               82,923
       Other current assets                                                                    (1,855)              (20,525)
     (Decrease) increase in:
       Accounts payable                                                                      (230,240)               59,668
       Accrued expenses                                                                        79,896                56,609
       Deferred revenue                                                                    (1,255,185)              216,563
                                                                                          -----------           -----------
Net cash used in operating activities                                                      (1,513,292)           (2,787,377)
                                                                                          -----------           -----------

Investing activities:
     Proceeds from repayment of note receivable                                                  --                  52,500
     Cash used for property, equipment and software development costs                        (380,232)              (12,866)
     Proceeds from partial release of security deposit                                           --                  31,825
     Net cash to acquire WellComm Group, Inc.                                                    --              (2,045,065)
                                                                                          -----------           -----------
Net cash used in investing activities                                                        (380,232)           (1,973,606)
                                                                                          -----------           -----------
Financing activities:
     Principal payments on capital leases                                                     (34,690)              (38,312)
     Proceeds from credit line payable                                                           --                 125,000
     Repayment to related parties                                                            (140,000)              (65,000)
     Proceeds from officers, directors and other related parties                              740,000                  --
     Proceeds from sale of common stock                                                     1,004,186             1,943,476
     Proceeds from notes payable                                                              325,000                  --
     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                                                   1,894,496             3,815,164
                                                                                          -----------           -----------

Net increase (decrease) in cash                                                                   972              (945,819)
Cash at beginning of period                                                                   360,166             1,029,208
                                                                                          -----------           -----------
Cash at end of period                                                                     $   361,138           $    83,389
                                                                                          ===========           ===========
Supplemental disclosure of non-cash flow information: Cash paid during the
     period for:
       Interest                                                                           $      --             $     6,099
                                                                                          ===========           ===========

                         (Continues on following page.)


                                       9
<PAGE>

                          I-TRAX, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002

                         (Continues from previous page.)

                                                                                                                Six months
                                                                                       Six months ended           ended
                                                                                       June 30, 2003          June 30, 2002
                                                                                      -----------------       ----------------

Schedule of non-cash investing and financing activities:


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

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

     Issuance of common stock for conversion of related party debt and                     $1,169,270          $    --
                                                                                          ===========           ===========
assigned debt
     Issuance of common stock for conversion of deferred salaries                          $  121,997          $    --
                                                                                          ===========           ===========




    See accompanying notes to consolidated financial statements (unaudited).

</TABLE>

                                       10
<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 June 30, 2003,  the Company had three wholly  owned  subsidiaries:  I-trax
Health Management Solutions, Inc. ("Health Management"), a corporation,  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
June 30, 2003 and the results of the operations and cash flows for the three and
six months ended June 30,  2003.  The results for the three and six months ended
June 30, 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 six  months  ended  June 30,  2003,  the  Company  capitalized  software
development costs amounting to $375,545 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 June 30, 2003 and 2002,  5,444,093  and
2,038,051,  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 included in the  Company's  report on Form 10-KSB for the year
ended December 31, 2002 filed on April 15, 2003.

For  comparability,   certain  2002  amounts  have  been   reclassified,   where
appropriate, to conform to the financial statement presentation used in 2003.

Effective  January 3, 2003, the Company completed a 1-for-5 reverse stock split.
Accordingly,  all  information  for 2002  presented  herein  has  been  adjusted
retroactively to reflect this reverse stock split.


                                       11
<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 six months ended June 30, 2002 as
if the acquisition was consummated at the beginning of that period.

                                                               Six months
                                                                 ended
                                                             June 30, 2002
                                                           -----------------

     Total revenue                                             $   1,258,796
                                                           =================
     Total expenses                                            $   5,786,062
                                                           =================
     Net loss                                                 $   (4,527,243)
                                                           =================
     Pro forma net loss per share:                              $       (.48)
                                                           =================
       Basic and Diluted
     Weighted average number of shares outstanding:                9,391,296
       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 two  promissory  notes,  two members of the
Company's  Board of  Directors,  advanced  $200,000  to the  Company for working
capital.  The notes accrue  interest at 8% per year and mature in February 2004.
In  addition,  during the six months ended June 30, 2003,  the  Company's  Chief
Executive and Operating Officers,  along with a member of the Company's Board of
Directors,  advanced the Company a total of $540,000  for working  capital at an
interest  rate of 8% per year.  The  Company's  Chief  Executive  and  Operating
Officers  have  committed to continue to support the Company  until it generates
positive cash flow from operations, but at least through July 1, 2004.

During June 2003, certain officers,  members of the Company's Board of Directors
and a venture  capital fund managed by the  Company's  Chief  Executive  Officer
converted  at a $1.75  per  share a total of  $909,421,  comprised  of loans and
advances of $790,697 and accrued  interest of $118,724,  into 519,667  shares of
common stock. In addition, certain of the same parties assigned additional loans
in the principal amount of $246,342 and accrued interest of $13,507 thereon,  to
an investor  relations firm, which thereafter  converted the assigned loans into
common  stock  also at  $1.75  per  share.  The  price  of the  conversions  was
determined  with  reference  to a private  placement  of  common  stock to third
parties  completed  by the Company  contemporaneously  with the  conversions  as
disclosed in Note 9 below.


                                       12
<PAGE>

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


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

During  February  2003,  the  Company  repaid  $140,000  of  the  $225,000  loan
outstanding to a relative of the Company's Chief Operating Officer.

At June 30,  2003,  based on repayment  terms  agreed upon with certain  related
parties,  the Company classified $780,230 of outstanding loans and advances as a
non-current liability because they are not due within the next twelve months.

The Company  recorded  $27,349 and $13,792,  and $56,735 and $28,084 of interest
expense  for the three  months  and six  months  ended  June 30,  2003 and 2002,
respectively, associated with these related party loans and advances.


NOTE 5--NOTES PAYABLE--OTHER

In April 2003, the Company  borrowed  $100,000 from a shareholder  pursuant to a
convertible  promissory  note.  The note,  with an  eleven-month  term,  accrues
interest  at 6% per annum  and a default  interest  rate of 12% per  annum.  The
principal  and  related  accrued  and  unpaid  interest  is  convertible  by the
shareholder  into common stock at anytime at $1.50 per share.  As  consideration
for this loan,  the Company  also granted the  shareholder  a warrant to acquire
100,000  shares of common  stock at an  exercise  price of $1.50 per share.  The
value  assigned  to the  warrant  of $68,000 is  recorded  as a discount  to the
promissory note using the relevant fair value of the debt and the warrant to the
actual  proceeds from the  convertible  promissory  note.  The discount is being
accreted to interest  expense over the life of the convertible  promissory note.
For the three  months ended June 30,  2003,  the  discount  accreted to interest
expense associated with the convertible  promissory note amounted to $18,546. At
June 30, 2003 the carrying value of the note amounted to $50,546 and is included
in "Notes payable - other" on the accompanying balance sheet.

Pursuant  to a  promissory  note dated  April 10,  2003,  the  Company  borrowed
$150,000  from a shareholder  with an interest rate of 12% per annum,  requiring
monthly  payments of $25,000 plus accrued  interest  with a final payment due on
December 31, 2003. As of June 30, 2003,  the  outstanding  principal  balance is
$125,000. For the three months ended June 30, 2003, interest expense amounted to
approximately $3,750.

On May 29, 2003, the Company borrowed  $100,000 from a shareholder.  The loan is
due on September 29, 2003 and is accruing 12% during the four-month period it is
expected to be outstanding.  For the three months ended June 30, 2003,  interest
expense associated with such loan amounted to approximately $12,000.


NOTE 6--PROMISSORY NOTES PAYABLE

On March 2, 2001 the  Company  borrowed  $692,809  from an  investor  group that
included  $75,000 from a venture  capital fund  managed by the  Company's  Chief
Executive Officer.  The loan bears interest at 8% per annum, with a default rate
of 12% per annum,  and is due on March 2, 2006.  The Company  also  granted this
investor group warrants to purchase  364,694 shares of common stock 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 and six months  ended June 30, 2003 and 2002,  the amount  accreted to
interest expense was $22,677 and $22,677, and $45,354 and $45,354, respectively.
At June 30, 2003,  the carrying  value of the notes  amounted to $373,390 and is
included in the  "Promissory  notes" in the  accompanying  consolidated  balance
sheet.




                                       13
<PAGE>


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


NOTE 6--PROMISSORY NOTES PAYABLE (cont'd)

In June 2003, as part of certain related  parties  converting and assigning debt
as discussed in Note 4 above,  the venture capital fund managed by the Company's
Chief Executive  Officer,  with the consent of the Company,  assigned the fund's
loan in the  principal  amount of $75,000 and a portion of the accrued  interest
amounting to $6,669 thereon,  to an investment  relations firm, which thereafter
converted the assigned loan into common stock at $1.75 per share. The balance of
the accrued  interest not assigned  amounting to $6,098 was converted into 3,484
shares of common stock also at $1.75 per share.  The price of the conversion was
determined  with  reference  to a private  placement  of  common  stock to third
parties  completed  by the  Company  contemporaneously  with the  conversion  as
disclosed in Note 9 below.

NOTE 7--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  accrued  interest  may be
converted  at any time at the  election  of  Palladin  into  common  stock.  The
original  conversion  price of the debenture was $5.00 per share.  In accordance
with the terms of the  debenture,  the price was reset to $3.03 in February 2003
and to $1.75 in June 2003.  In  accordance  with the terms of the  warrant,  the
exercise price of the warrant was reset from $5.50 to $1.75 in June 2003.

The initial 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. As a result of the reset of the exercise price of the warrant in June
2003,  the Company  recorded  $203,077 of  interest  expense for the  additional
market  value of the  warrant  on the date of the  reset.  For the three and six
months  ended  June 30,  2003,  and 2002,  the  Company  recorded  $314,362  and
$111,285,  and  $222,570  and  $222,570,   respectively,   of  interest  expense
associated  with the  accretion  of the  original  discount and the reset of the
warrant.  The Company  also  recorded  $203,897 and  $118,581,  and $322,478 and
$237,162 of interest  expense for the three months and six months ended June 30,
2003  and  2002,  respectively,  for  the  amortization  of the  portion  of the
beneficial  conversion  value of the  debenture.  Upon the  initial  sale of the
debenture,  the Company recorded a beneficial conversion value of $948,651.  The
beneficial  conversion  value was increased by $682,528 as a result of the reset
in June 2003. The beneficial  conversion value represents the difference between
the fair market value of the common stock on the date the debenture was sold (or
the date the conversion  price is changed) and the price at which the debt could
be converted  into common stock.  As of June 30, 2003, the carrying value of the
debenture amounted to $705,359 and it's classified as a current liability in the
accompanying consolidated balance sheet.

Lastly,  in connection  with  facilitating  the transaction  with Palladin,  the
Company initially recorded $416,610 of debt issuance costs comprised of $130,000
of cash, 6,200 shares of common stock valued at $40,610 and a warrant to acquire
40,000 shares of common stock at $5.00 per share valued at $246,000 delivered to
a third party that brokered the  transaction.  In  connection  with the reset in
June 2003 of the conversion price of Palladin's debenture and the exercise price
of  Palladin's  warrant,  the Company  also,  in  accordance  with a contractual
commitment:  (1) reset the exercise price of the warrant  originally  granted to
the  third  party  from  $5.00 to $1.75  per  share,  resulting  in a charge  to
operations of $26,400 for additional debt issuance costs;  and (2) increased the
shares issuable under the warrant by 74,285 shares of common stock, resulting in
a further  charge to operations  of $95,828.  For the three and six months ended
June 30, 2003 and 2002 such  amortization,  inclusive of these one-time  charges
amounted to $179,753, $57,525 and $115,050 and $115,050, respectively.



                                       14
<PAGE>


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


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.

Significant Customers

Financial instruments,  which may expose the Company to concentrations of credit
risk,  consist  primarily  of  accounts  receivable.  As of June 30,  2003,  two
customers   represented  32%  and  10%,   respectively  of  the  total  accounts
receivable.  For the three and six months ended June 30,  2003,  the Company had
one customer, which accounted for 36% and 40% of total revenue, respectively.

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 June 30,
2003, the Company is not a party to any risk-based contracts.

NOTE 9--STOCKHOLDERS' EQUITY

Issuance of Common Stock

During May and June 2003 the Company  issued an aggregate  of 205,833  shares of
common stock to four  investor  relations  firms.  The common  stock,  valued at
$331,048, based on the market price of the Company's common stock on the date of
issuance,  has been  charged to  operations  for the three months ended June 30,
2003.

During May 2003,  certain  shareholders of the Company  contributed loans (which
were  thereafter  converted  into  common  stock) and common  stock such that an
investor relations firm retained by the Company received an aggregate of 290,000
shares of common  stock as  compensation  for  services.  The  benefit  that the
Company has received from these contributions amounted to $437,900, based on the
market price of the Company's common stock on the date of the contribution,  and
was charged to operations.

During June 2003 the Company sold an aggregate of 613,986 shares of common stock
at $1.75 per share yielding net proceeds  (after direct costs  including  40,167
shares of common stock) of $1,004,186.

During  June  2003,  the  Company  issued  519,667  shares  of  common  stock in
connection  with the  conversion  of  related  party debt and  accrued  interest
thereon  amounting to $909,421 based on the market price of the Company's common
stock on the date of issuance.


                                       15
<PAGE>

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


During  June  2003,  the  Company  issued  148,485  shares  of  common  stock in
connection  with the  conversion of assigned debt to an investor  relations firm
amounting to $259,849 based on the market price of the Company's common stock on
the date of issuance.


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

Issuance of Common Stock (cont'd)

During June 2003, the Company issued 69,711 shares of common stock in connection
with the  conversion  of deferred  salaries  amounting to $121,997  based on the
market price of the Company's common stock on the date of issuance.

Issuance of Warrants

During May and June 2003,  the Company  granted  fully  vested,  non-forfeitable
warrants to purchase 375,000 shares of common stock with exercise prices ranging
from  $1.50 to $1.76  (based on  market  value at the date of  issuance)  to two
individuals and an institution for investor relations services pursuant to three
separate consulting  agreements expiring in May and June 2004. The value of such
warrants,  utilizing the Black-Scholes  model amounted to $645,000.  Such amount
has been charged to operations for the three months ended June 30, 2003.

During May 2003 pursuant to the approval of the Board of Directors,  the Company
granted an aggregate  of 450,000  warrants  with an exercise  price of $1.80 per
share (based on market value at the date of issuance) to its Chief Executive and
Operating  Officers  for  their  continued   financial  support  and  for  their
guarantees to continue to support the Company through January 2004. The granting
of such  warrants  did not result in any  charges to  operations  since they are
granted to employees.

In April 2003, the Company  borrowed  $100,000 from a shareholder  pursuant to a
convertible  promissory  note.  The note,  with an  eleven-month  term,  accrues
interest  at 6% per annum  and a default  interest  rate of 12% per  annum.  The
principal and related  accrued and unpaid  interest is convertible at anytime by
the shareholder at $1.50 per share. As consideration  for this loan, the Company
also granted the shareholder a warrant to acquire 100,000 shares of common stock
at an exercise  price of $1.50 per share.  The value  assigned to the warrant of
$68,000 is recorded as a discount to the  convertible  promissory note using the
relevant fair value of the debt and the warrants to the actual proceeds from the
convertible  promissory note and is being accreted to interest  expense over the
life of the note.

In connection with the reset in June 2003 of the conversion  price of Palladin's
debenture  and the exercise  price of Palladin's  warrant,  the Company also, in
accordance  with a  contractual  commitment,  reset  the  exercise  price of the
warrant  originally granted to the third party from $5.00 to $1.75 per share and
amended the  warrant to increase  the number of shares  issuable  thereunder  by
74,285 shares of common  stock.  This reset of the exercise and the amendment to
the warrant resulted in a charge to operations of $95,828.




                                       16
<PAGE>

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


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

Issuance of Warrants (cont'd)

The  following  table  summarizes  the  Company's  activity as it relates to its
warrants for the six months ended June 30, 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
                                                         -----------------
        Quarter ended June 30, 2003:
                 Granted                                           999,285
                 Exercised                                              --
                                                         -----------------
        Balance outstanding at June 30, 2003                     3,132,238
                                                         =================

Stock Options

The table below  summaries the activity in the Company's  stock option plans for
the six months ended June 30, 2003:
<TABLE>
<CAPTION>

                                                     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
                             -------------------- -------------------- -------------------- --------------------
   Granted                               130,000              300,000              300,000              730,000
   Exercised                                  --                   --                   --                   --
   Forfeited/Expired                     (13,976)             (10,000)                                  (23,976)
                             -------------------- -------------------- -------------------- --------------------
   Outstanding as of June                743,882              825,973              739,000            2,308,855
   30, 2003
                             ===================================================================================

                             -------------------- -------------------- -------------------- --------------------
   Vesting Dates:
          December 31, 2003              125,144              139,004              189,164              453,312
          December 31, 2004              170,456              201,665              101,665              473,786
          December 31, 2005               88,796               83,165               75,006              246,967
          December 31, 2006               45,836               50,504                   --               96,340
          December 31, 2007                   --                  333                   --                  333
                 Thereafter                   --                   --               20,000               20,000

As of June 30, 2003, there were outstanding an aggregate of 1,018,117 of
exercisable plan and non-plan options with exercise prices ranging from $.01 to
$10.00.


</TABLE>


                                       17
<PAGE>


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

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

Stock Options (cont'd)

The Company accounts for its employee  incentive stock option plans and warrants
issued to employees  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:

<TABLE>
<CAPTION>


                                      For the three        For the three         For the six         For the six
                                       months ended         months ended        months ended        months ended
                                      June 30, 2003        June 30, 2002        June 30, 2003       June 30, 2002
                                     -----------------    -----------------    ----------------    ----------------

<S>                                       <C>                 <C>                 <C>                 <C>
Net loss as reported                      $(2,742,322)        $(2,391,061)        $(3,705,995)        $(4,542,973)

Add back intrinsic value of the                  --                  --                  --                     0
options issued to employee and
charged to operations                            --                  --                  --                163,20

Deduct total stock based employee                   5                   3                   4                   8
compensation expense determined
under fair value based methods for
all awards                                 (1,400,36)            (634,38)          (2,113,13)          (1,516,66)
                                          -----------         -----------         -----------         -----------

Pro forma net loss                        $(4,142,687)        $(3,025,444)        $(5,819,129)        $(5,896,441)
                                          ===========         ===========         ===========         ===========

Basic and diluted net loss per
share as reported                         $      (.28)        $      (.26)        $      (.39)        $      (.55)
                                          -----------         -----------         -----------         -----------

Pro forma basic and diluted net
loss per share                            $      (.42)        $      (.33)        $      (.60)        $      (.67)
                                          ===========         ===========         ===========         ===========
</TABLE>

NOTE 10--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 in the first quarter
2003.

NOTE 11--SUBSEQUENT EVENT

Private Placement Memorandum

During August 2003, the Company expects to commence a private placement in order
to raise additional funds.


                                       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, 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 enables better healthcare  through  personalized  health management
programs.

      We  believe  that  our  personalized  disease  and  life-style  management
solutions  enable  organizations  to  evolve  from  fragmented  care  management
practices into a cohesive and efficient system of healthcare.  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. We believe
that by facilitating  real-time  communication  between all stakeholders  within
today's complex  healthcare  system,  our solutions  reduce costs and enable the
best possible delivery of care.

      Health-e-LifeSM Program

      We deliver our solutions through our proprietary  Health-e-LifeSM Program.
The  Program  is  designed  to deliver  lifestyle,  disease  and risk  reduction
interventions  to  an  entire  population  by  utilizing   predictive   science,
technology, clinical expertise and care coordination.

      Predictive Science

      Our Health-e-LifeSM Program incorporates predictive science to analyze our
clients'  medical  claims and  pharmacy  and  clinical  data to  predict  future
healthcare  costs. We believe this is an essential step to effective disease and
life-style  management.   Experts  agree  that  predictive  science  provides  a
comprehensive  advantage to health plans, employers and providers,  and leads to
cost effective medical  management and greater  profitability.  Using predictive
science,  we analyze our clients' entire  populations to accurately  predict our
clients'  future  healthcare  costs,   including  avoidable  costs,  the  health
conditions  that will  drive  those  costs and the people  within  our  clients'
populations who are at risk for those  conditions.  Armed with this information,
I-trax is able to target the most  appropriate  resources  to  achieve  the best
savings and return on investment.

      Technology Solutions

      All technology components of our Health-e-LifeSM  Program utilize a single
data   platform--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.

      Further, our web accessible solutions include portals for key stakeholders
in the care  delivery  process--consumers,  physicians  and care  managers--thus
permitting  real-time  sharing of  information  and support the adherence to our
health  and  disease  intervention  programs.  The  key  technology  we use  for
effective care coordination include:



                                       19
<PAGE>


      o     Health-e-Coordinator(TM), a web-based care management application;
      o     MyFamilyMD(TM), a consumer health management portal;
      o     CarePrime(R),   a  clinical  care  application  for  physicians  and
            clinicians; and
      o     I-talk(TM), interactive smart voice technology.

      Interventions and Clinical Expertise

      Our  personalized  health  and  disease  interventions  include  intensive
programs for  individuals  who suffer from,  or are at high risk for,  active or
chronic  disease and  tailored  programs  for  individuals  who are at low risk.
Depending on the individual's  level of risk, our custom tailored  interventions
include self-help programs available through the web or person-assisted programs
administered through our Care Communication  Center, which is staffed by skilled
nurses and other  health  professionals  24 hours per day, 7 days per week.  All
interventions  include  life-style  and  risk  reduction  programs  that  follow
evidence-based clinical guidelines to optimize health, fitness, productivity and
quality of life.

      We have  designed  and are  implementing  interventions  for a  number  of
specific chronic conditions,  including congestive heart failure (CHF), coronary
artery disease (CAD), asthma, diabetes, cancer management, cystic fibrosis lower
back pain and chronic obstructive pulmonary disease (COPD).

      Care Communication Center

      Our Care Communications Center is staffed with registered nurses and other
healthcare  professionals 24 hours per day, 7 days per week. Through the Center,
we effect  targeted  interventions  to  improve  the  health  management  of the
populations we serve.  The Center helps consumers make informed  decisions about
their health and provides ongoing support for those with chronic  diseases.  Our
demand management and nurse triage services incorporate  nationally  recognized,
evidence-based  clinical  guidelines to ensure that all caregivers and consumers
are following the best practices.

      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 the date of this filing,  we serve  approximately 64 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.


                                       20
<PAGE>



Results of Operations

      Three Months  Ended June 30, 2003  Compared to Three Months Ended June 30,
2002

      Revenue  for the three  months  ended  June 30,  2003 was  $1,051,196,  an
increase of $452,536 or 76% from  $598,660  for the three  months ended June 30,
2002.  Total revenue was comprised of two  components:  (1)  prevention and care
services revenue of $655,842; and (2) technology license and services revenue of
$395,354, of which approximately  $375,000 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 care services through our  Health-e-Life
ProgramSM.

      Cost of revenue for the three months ended June 30, 2003 was  $342,152,  a
decrease of 6% from $365,153 for the three months ended June 30, 2002. The small
decrease is attributable to streamlining our personnel costs required to service
our prevention and care services contracts. We expect that in future periods our
cost of revenue will  increase or decrease in  proportion  to volume of business
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 and certain internal research and development costs of $188,045
were  capitalized  for the three  months  ended  June 30,  2003 as  compared  to
$103,320,  which we  expensed  for the three  months  ended  June 30,  2002.  We
expensed  such costs  during the quarter  ended June 30, 2002 since the products
had  not  reached   technological   feasibility   and  therefore  could  not  be
capitalized.  We expect to continue to spend funds on improving our services and
adding  functionality to our technology 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 have begun to capitalize development
costs, which are primarily  developer's salaries and outsourced expenses.  As of
June 30, 2003, we have capitalized an aggregate of $375,545.

      General and administrative expenses (excluding salary and related benefits
which are  discussed  separately  below)  decreased  from $440,995 for the three
months ended June 30, 2002 to $188,197 for the three months ended June 30, 2003,
a decrease of 57%. Our ability to reduce general and administrative  expenses is
attributable  to  increased  efficiencies  and the  implementation  of stringent
budgetary controls. Additionally,  during the quarter we successfully negotiated
the  settlement  of certain  payables.  We believe  that we  currently  have the
resources to handle increased revenue with minimal incremental fixed costs.

      Salary and related  benefits were $465,594 for the three months ended June
30, 2003 as compared to $935,295 for the three  months ended June 30, 2002.  The
decrease in salary and related  benefits  from the three  months  ended June 30,
2002 to the three  months ended June 30, 2003 was  $469,701 or 50%.  Again,  the
reduction  in salary and related  benefits  expenses  is a direct  result of our
continued efforts to consolidate positions and improve efficiencies.

      Depreciation and amortization  expenses were $440,616 for the three months
ended June 30, 2003, as compared to $627,535 for the three months ended June 30,
2002.  The  decrease  is  primarily  attributable  to the write  down of certain
intangible  assets during  December 2002 thereby  reducing  future  amortization
charges.

      Marketing and  publicity  expenses  were  $1,522,852  for the three months
ended June 30, 2003 as compared to $156,636  for the three months ended June 30,
2002.  The  increase  of 872% or  $1,366,216  is a direct  result of our ongoing
marketing and investor  relations  campaigns to promote  I-trax and our products
and to  penetrate  the  disease  management  market.  Of the  total  expense  of
$1,522,852  for the quarter ended June 30, 2003,  $1,467,395  was non-cash.  The
non-cash  charges resulted from I-trax issuing common stock,  granting  warrants
and  having  certain  of  its  shareholders  contribute  shares  to an  investor
relations firm as consideration for services rendered to us.

      Interest  expense and financing  costs for the three months ended June 30,
2003 was  $654,354,  increasing  by $348,143 or 114% from $306,211 for the three
months ended June 30, 2002.  For the three months ended June 30,


                                       21
<PAGE>


2003,  interest  expense  includes  charges  for the  amortization  of the value
assigned  to the  original  beneficial  conversion  value of  debenture  and the
associated  warrants,  with additional  charges and  amortization for additional
beneficial conversion value resulting from the June 2003 reset of the conversion
price of the debenture and the exercise  price of the associated  warrants.  The
charges for the quarter for all of these items amounted to $517,449.  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. The remaining balance of interest expense of approximately $137,000 is
associated with interest on other debt and the  amortization of warrants granted
to certain shareholders for loans made to us.

      Amortization  of debt  issuance  and  conversion  costs was  $179,753  and
$54,576 for the three months ended June 30, 2003 and 2002,  respectively.  These
costs were  incurred in selling the  $2,000,000  debenture  to Palladin  and are
being amortized over the two-year life of the debenture. During the three months
ended June 30, 2003, we took a charge of $122,228 in  connection  with the reset
of the  exercise  price of the warrant  granted to the party that  brokered  the
transaction along with increasing the number of shares covered by the warrant as
per the broker agreement.

      Our net loss was  $2,742,322  for the three  months ended June 30, 2003 as
compared to a net loss of  $2,391,061  for the three months ended June 30, 2002,
an increase of 15%.

      Six Months Ended June 30, 2003 Compared to Six Months Ended June 30, 2002

      Revenue for the six months ended June 30, 2003 was $2,667,327, an increase
of  $1,662,310 or 165% from  $1,005,017  for the six months ended June 30, 2002.
Total revenue was comprised of two components:  (1) prevention and care services
revenue of  $1,357,271;  and (2)  technology  license  and  services  revenue of
$1,310,056,  of  which  approximately  $1,076,000  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 care services through our  Health-e-Life
ProgramSM.

      Cost of revenue for the six months  ended June 30, 2003 was  $658,232,  an
increase  of 5% from  $627,318  for the six  months  ended  June 30,  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 or decrease in  proportion  to volume of business
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 and certain internal  research and development  costs amounting
to $375,545 were  capitalized for the six months ended June 30, 2003 as compared
to  $222,820,  which we  expensed  for the six months  ended June 30,  2002.  We
expensed such costs during the six months ended June 30, 2002 since the products
had  not  reached   technological   feasibility   and  therefore  could  not  be
capitalized.  We expect to continue to spend funds on improving our services and
adding  functionality to our technology 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 salaries and out-sourced costs.

      General and administrative expenses (excluding salary and related benefits
which are discussed separately below) decreased from $986,311 for the six months
ended June 30,  2002 to  $496,701  for the six months  ended  June 30,  2003,  a
decrease of 50%. Our ability to reduce  general and  administrative  expenses is
attributable  to  increased  efficiencies  and the  implementation  of stringent
budgetary controls. Additionally,  during the six months ended June 30, 2003, we
successfully  negotiated the settlement of certain payables.  We believe that we
currently  have  the  resources  to  handle   increased   revenue  with  minimal
incremental fixed costs.

      Salary and related  benefits were $1,324,457 for the six months ended June
30, 2003 as compared to $1,954,997  for the six months ended June 30, 2002.  The
decrease in salary and related  benefits from the six months



                                       22
<PAGE>


ended June 30, 2002 to the six months  ended June 30, 2003 was  $630,540 or 32%.
Again, the reduction in salary and related benefits  expenses is a direct result
of our continued efforts to consolidate positions and improve efficiencies.

      Depreciation  and  amortization  expenses were $877,164 for the six months
ended June 30,  2003,  as compared to $847,522 for the six months ended June 30,
2002.

      Marketing and publicity  expenses were $1,604,609 for the six months ended
June 30, 2003 as compared to $327,092  for the six months  ended June 30,  2002.
The increase of 390% or $1,277,517  is a direct result of our ongoing  marketing
and  investor  relations  campaigns  to promote  I-trax and our  products and to
penetrate the disease  management market. Of the total expense of $1,604,609 for
the six months  ended June 30,  2003,  $1,467,395  was  non-cash.  The  non-cash
charges resulted from I-trax issuing common stock,  granting warrants and having
certain of its shareholders  contribute shares to an investor relations firm for
services rendered to us.

      Interest  expense and  financing  costs for the six months  ended June 30,
2003 was  $974,881,  increasing  by  $483,911 or 99% from  $490,970  for the six
months  ended June 30, 2002.  For the six months  ended June 30, 2003,  interest
expense  includes  charges  for the  amortization  of the value  assigned to the
original beneficial  conversion value of debenture and the associated  warrants,
with additional  charges and amortization for additional  beneficial  conversion
value  resulting  from  the  June  2003  reset  of the  conversion  price of the
debenture and the exercise price of the associated warrants. The charges for the
six  months  for  all of  these  items  amounted  to  $748,125.  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. The remaining balance of interest expense of approximately $227,000 is
associated with interest on other debt and the  amortization of warrants granted
to certain shareholders for loans.

      Amortization  of debt  issuance  and  conversion  costs was  $237,278  and
$90,960  for the six months  ended June 30, 2003 and 2002,  respectively.  These
costs were  incurred in selling the  $2,000,000  debenture  to Palladin  and are
being amortized over the two-year life of the debenture. During the three months
ended  June 30,  2003,  the  Company  took a  one-time  charge  of  $122,228  in
connection  with the  re-pricing  of the  warrants  granted to the party,  which
brokered the  transaction  along with increasing the number of shares covered by
the warrant as per the broker agreement.

      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  $3,705,995  for the six months  ended  June 30,  2003 as
compared to a net loss of  $4,542,973  for the six months ended June 30, 2002, a
decrease of 18%.

Liquidity and Capital Resources

      Working Capital Deficiency

      As of June 30, 2003, we had a working  capital  deficiency of  $1,821,084.
Through June 30, 2003 and the date of this report,  we have been able to finance
these deficits with loans from our senior management team, their  affiliates,  a
director and through the continued  sale of equity.  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 six months  ended June 30,  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  $740,000 for working
capital.  Our Chief Executive and Operating  Officers have committed to continue
to fund us until we generate  positive cash flow from  operations,  but at least
through July 1, 2004.


                                       23
<PAGE>


      Sources and Uses of Cash

      Despite  our  negative  cash  flows from  operations,  which  amounted  to
$1,513,292  for the six months  ended June 30, 2003 and  $2,787,377  for the six
months  ended June 30,  2002,  we have been able to secure  funds to support our
operations.  During the six months  ended June 30, 2002,  we secured  funding by
selling  equity  securities  and a  debenture,  which  aggregated  approximately
$3,800,000.  Of the  $3,800,000,  we used  approximately  $2,200,000  to acquire
WellComm and the remainder to fund operations.  During the six months ended June
30, 2003,  we borrowed,  (net of  repayments)  $925,000 from  officers,  related
parties and certain shareholders.  Additionally,  during June of 2003, we raised
approximately  $1,000,000 in a private placement.  The funds were used primarily
to fund operating activities and to continue the investment in our technology.

      As of June 30, 2003, our current  liabilities  were  $2,799,059,  of which
$107,330 is due to related  parties.  The  remainder of current  liabilities  of
approximately   $2,700,000  is  made  up,   primarily,   of  trade  payables  of
approximately  $690,000,  accrued expenses of approximately  $540,000,  $300,000
credit  line  payable,  which was  assumed  with the  acquisition  of  WellComm,
approximately   $125,000  of  deferred  revenue,   carrying  value  $700,000  of
convertible  debenture  (with a face value of  $2,000,000  maturing  in February
2004) and $275,000 of loans from  shareholders.  We have good relationships with
all of our vendors.

      As of June 30,  2003,  the face value of our  long-term  debt  amounted to
$617,809  (but carrying  value of $373,390)  held by a group of investors led by
Psilos Group  Partners,  L.P., for which principal and interest is not due until
March  2006.  Additionally,  $780,230  is owed to  officers  and  directors  for
advances made to the Company.  This amount has been  classified  as  non-current
since  neither us nor the officers  and  directors  expect these  advances to be
repaid within the next twelve months unless circumstances change.

      Under a private placement initiated in June 2003, we raised  approximately
$1,000,000 in cash, converted  approximately  $1,169,270 in related party loans,
of which $1,037,038 represented principal and $132,232 represented interest, and
converted  $121,997  of deferred  salaries  by selling or  issuing,  applicable,
common stock. In this offering, we issued a total of 1,311,682 shares.

      During the quarter ended June 30, 2003, we also issued stock for services.
Specifically,  we issued 205,833  shares of common stock for investor  relations
services valued at $331,048.

      During May 2003, certain of our shareholders contributed loans (which were
thereafter  converted  into common stock) and common stock such that an investor
relations  firm retained by us received an aggregate of 290,000 shares of common
stock as compensation for services. The benefit that we have received from these
contributions  amounted  to  $437,900,  based on the market  price of our common
stock on the date of the contribution, and was charged to operations.

      During May and June 2003, we granted 375,000 warrants with exercise prices
ranging from $1.50 to $1.76 to two  individuals  and an institution for investor
relations services pursuant to three separate consulting  agreements expiring in
May and June  2004.  The value of such  warrants,  utilizing  the  Black-Scholes
model, amounted to $645,000.  Such amount has been charged to operations for the
three months ended June 30, 2003.

      During May 2003  pursuant to the  approval of our Board of  Directors,  we
granted an aggregate  of 450,000  warrants  with an exercise  price of $1.80 per
share  to our  Chief  Executive  and  Operating  Officers  for  their  continued
financial  support  and for their  guarantees  to continue to support us through
July 2004.  The  granting  of such  warrants  did not  result in any  charges to
operations  since they are deemed to be granted to our employees and accordingly
are treated similar to incentive stock options.

      In April  2003,  we borrowed  $100,000  from a  shareholder  pursuant to a
convertible  promissory  note.  The note,  with an  eleven-month  term,  accrues
interest  at 6% per annum  and a default  interest  rate of 12% per  annum.  The
principal  and  related  accrued  and  unpaid  interest  is  convertible  by the
shareholder  into common stock at $1.50 per share at any time. As  consideration
for this loan,  we also  granted the  shareholder  a warrant to acquire  100,000
shares of  common  stock at an  exercise  price of $1.50  per  share.  The value
assigned to the warrant of $68,000 is


                                       24
<PAGE>


recorded as a discount to the  convertible  promissory  note using the  relevant
fair  value  of the  debt  and the  warrants  to the  actual  proceeds  from the
convertible promissory note.

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.

      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


                                       25
<PAGE>


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 we will do so in the very  near  future.
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.

Material Equity Transactions

      Through June 30, 2003 we have executed  equity  transactions  with related
and unrelated  parties in connection  with the raising funds for working capital
along with issuing securities in lieu of compensation for services received.  We
believe  that we have  valued  all  such  transaction  pursuant  to the  various
accounting  rules and that they ultimately  represent the economic  substance of
each transaction.

Item 3.           Controls and Procedures

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

PART II. OTHER INFORMATION

Item 1.           Legal Proceedings

         None.

Item 2.           Changes in Securities

      Effective as of April 1, 2003, we issued a convertible  promissory note in
the principal  amount of $100,000 and convertible into common stock at $1.50 per
share and a warrant to acquire  100,000  shares of our common stock at $1.50 per
share to a an existing  stockholder.  The shareholder 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 June 2, 2003, we issued warrants to acquire 250,000 shares
of our common stock at $1.50 per share to two consultants as  consideration  for
investor  relations  services.  We recorded an accounting expense of $430,000 in
connection  with  this  issuance.  Each  of  the  consultants  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 May 23,  2003,  we issued a warrant  to  acquire  125,000
shares  of our  common  stock at $1.76  per  share  to  seven  principals  of an
investment bank as consideration for investment banking services. We recorded an
accounting  expense of $215,000 in connection  with this  issuance.  Each of the
principals is an accredited


                                       26
<PAGE>


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 May 15,2003 we issued  200,000  shares of our common stock
to a consultant as consideration for investor  relations and other services.  We
recorded an investor  relations  expense of  $241,348  in  connection  with this
issuance.  The  consultant  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.

      As of June 30, 2003, we issued a total of 1,311,682 shares of common stock
at $1.75 per share pursuant to a private placement  initiated on June 2, 2003 in
exchange  for cash,  loans and  interest  accrued  on such  loans,  and  accrued
salaries.  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.

      In June 2003, in accordance  with a contractual  commitment,  we reset the
exercise price of the warrant  originally granted to a third party from $5.00 to
$1.75 per  share and  amended  the  warrant  to  increase  the  number of shares
issuable  thereunder  by 74,285  shares of common  stock.  In  undertaking  this
offering,  we relied on an exemption from registration under Section 4(2) of the
Securities Act and Regulation D thereunder.

Item 3.           Defaults upon Senior Securities

      We did not default  upon any senior  securities  during the quarter  ended
June 30, 2003.

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

      We held our annual meeting of stockholders in  Philadelphia,  Pennsylvania
on May 21, 2003.  Of the  9,372,727  shares  outstanding  as of the record date,
6,578,387  shares were present or represented  by proxy at the meeting.  At this
meeting the following actions were voted upon:

      (1) To elect the  following  directors to serve for a term ending upon the
2004 Annual Meeting of  Stockholders  or until their  successors are elected and
qualified:

                                               For               Against
                                        ------------------- ------------------
   John Blazek                              6,529,988             2,000
   David R. Bock                            6,573,487             2,000
   Philip D. Green                          6,529,988             2,000
   Dr. Michael M.E. Johns                   6,529,988             2,000
   Dr. Arthur N. Leibowitz                  6,573,487             2,000
   Frank A. Martin                          6,529,988             2,000
   Dr. David Nash                           6,573,487             2,000
   John R. Palumbo                          6,529,988             2,000
   Dr. Carol Rehtmeyer                      6,529,588             2,000
   R. Dixon Thayer                          6,573,487             2,000
   William S. Wheeler                       6,573,487             2,000

         (2) Ratify the appointment of Goldstein Golub Kessler LLP as the
Company's independent auditors for the fiscal year ending December 31, 2003.

             For                   Against                 Abstain
             --------------------- ----------------------- -------------------
             6,489,776             86,811                  1,800

Item 5.           Other Information

         None.



                                       27
<PAGE>


Item 6.           Exhibits and Reports on Form 8-K

(a)      Exhibits

                31.1    Certification  Pursuant to 18 U.S.C.  Section  1350,  as
                        Adopted  Pursuant to Section  302 of the  Sarbanes-Oxley
                        Act of 2002.

                31.2    Certification  Pursuant to 18 U.S.C.  Section  1350,  as
                        Adopted  Pursuant to Section  302 of the  Sarbanes-Oxley
                        Act of 2002.

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

                32.2    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 April 22, 2003 to report a Regulation FD disclosure.

         We filed a current report on Form 8-K with the Securities and Exchange
Commission on May 19, 2003 to report a Regulation FD disclosure.



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



                                       29