UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)

[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934

         For the quarterly period ended: March 31, 2004

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT

         Commission File Number: 0-30275


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

                                    Delaware
    ------------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   23-3057155
    ------------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)

                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 latest practicable date: As of April 30, 2004, the number of
outstanding shares of common stock, par value $.001 per share, was 28,448,121.

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




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                                      INDEX



                                                                                           Page No.

<S>                                                                                           <C>
INTRODUCTORY NOTE..............................................................................3

PART I.   FINANCIAL INFORMATION................................................................4

         Item 1.           Financial Statements ...............................................4

         Item 2.           Management's Discussion and Analysis of
                             Financial Condition and Results of Operations ...................20

         Item 3.           Controls and Procedures............................................29

PART II.   OTHER INFORMATION..................................................................29

         Item 1.           Legal Proceedings..................................................29

         Item 2.           Changes in Securities and Small Business Issuers
                             Purchases of Securities .........................................29

         Item 4.           Submission of Matters to a Vote of Security Holders................31

         Item 6.           Exhibits and Reports on Form 8-K...................................31


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                                       2
<PAGE>


                                INTRODUCTORY NOTE

         I-trax is a combination of two companies that merged on March 19, 2004:
I-trax, Inc. and Meridian Occupational Healthcare Associates, Inc., which does
business as CHD Meridian Healthcare. The merger and its terms are described in
detail in Note 3 - Business Combination to the Condensed Consolidated Financial
Statements and in Management's Discussion and Analysis of Financial Condition
and Results of Operations.

         Accordingly, this quarterly report on Form 10-QSB describes the
business of the merged companies. Nonetheless, for accounting purposes, the
consolidation of results of operations of the two constituent companies was not
effective until April 1, 2004. I-trax's management believes that there are
numerous benefits to this effective date, including:

          o    Streamlined integration;

          o    Simplification of tax return preparation; and

          o    Reduction of overall expenses associated with the merger.

         The effective date of April 1, 2004, however, complicates the
presentation of the merged companies' financial statements and discussion
presented in this quarterly report because certain portions of I-trax's
financial statements and discussion reflect the merger while others do not.
Accordingly, readers of this report should note that the following portions of
our financial statements and discussion reflect the merger as of March 19, 2003:

          o    Condensed consolidated balance sheets as of March 31, 2004, which
               reflect the assets, liabilities and stockholders' equity of the
               merged companies;

          o    Condensed consolidated statement of stockholders' equity as of
               March 31, 2004, which reflects the consummation of the merger;
               and

          o    The discussion of liquidity and capital resources in Management's
               Discussion and Analysis of Financial Condition and Results of
               Operations, which reflects the financial condition of the merged
               companies and the financings related to the merger.

         The following portions of our financial statements and discussion do
not reflect the merger as of March 19, 2003:

          o    Condensed consolidated statements of operations for the period
               ended March 31, 2004 do not reflect the revenue, expenses or
               other operating activity of CHD Meridian Healthcare, but do
               include I-trax's interest incurred with respect to the merger and
               transaction-related expenses;

          o    Condensed consolidated statements of cash flows for the period
               ended March 31, 2004, do not reflect the operations of CHD
               Meridian Healthcare but do reflect the acquisition; and

          o    The comparative performance discussion presented in the
               Management's Discussion and Analysis of Financial Condition and
               Results of Operations does not include any items assumed in the
               CHD Meridian Healthcare merger.

         We have noted throughout this quarterly report instances where the
effective date of consolidation affects the presented information.



                                       3
<PAGE>



                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements


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


                                                                                Page No.


<S>                                                                                 <C>
Report of Independent Certified Public Accountants                                  5

Condensed Consolidated Balance Sheets at March 31, 2004 (unaudited)
     and December 31, 2003                                                          6

Condensed Consolidated Statements of Operations
     for the three months ended March 31, 2004 and 2003 (unaudited)                 7

Condensed Consolidated Statement of Stockholders' Equity
     for the three months ended March 31, 2004 (unaudited)                          8

Condensed Consolidated Statements of Cash Flows
     for the three months ended March 31, 2004 and 2003 (unaudited)                 9

Notes to Condensed Consolidated Financial Statements                               11



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                                       4
<PAGE>







REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


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

We have  reviewed  the  accompanying  condensed  consolidated  balance  sheet of
I-trax, Inc. (a Delaware corporation) and Subsidiaries as of March 31, 2004, and
the related  condensed  consolidated  statements  of  operations,  stockholders'
equity and cash flows for the three-month periods ended March 31, 2004 and 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,
2003,  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  February 16, 2004,  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, 2003, is
fairly stated, in all material respects, in relation to the consolidated balance
sheet from which it has been derived.


GOLDSTEIN GOLUB KESSLER LLP
New York, New York

May 4, 2004









                                       5
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<CAPTION>

<S>                                                                                   <C>            <C>

                          I-TRAX, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
                        (in thousands, except share data)

                                                        ASSETS
                                                                                  March 31, 2004    December 31,
                                                                                    (unaudited)         2003
                                                                                      ---------      ---------
Current assets
     Cash and cash equivalents                                                        $   9,989      $     574
     Accounts receivable, net                                                            14,027            549
     Income tax receivable                                                                  274             --
     Other current assets                                                                 1,170            188
                                                                                      ---------      ---------
         Total current assets                                                            25,460          1,311
                                                                                      ---------      ---------

Property and equipment, net                                                               4,903          1,675
Goodwill                                                                                 65,487          8,424
Customer list, net                                                                       22,826          1,218
Other intangible assets, net                                                              2,294            951
Other long term assets                                                                      198             24
                                                                                      ---------      ---------

       Total assets                                                                   $ 121,168      $  13,603
                                                                                      =========      =========

                                             LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
     Accounts payable                                                                 $   6,870      $     606
     Accrued expenses                                                                     4,575            361
     Due to officers and related parties                                                     --            280
     Notes payable                                                                        2,000             --
     Net liabilities of discontinued operations                                           1,299             --
     Other current liabilities                                                            6,224            355
                                                                                      ---------      ---------
       Total current liabilities                                                         20,968          1,602
                                                                                      ---------      ---------

Common stock warrants                                                                        --          2,760
Note payable                                                                             10,000             --
Other long term liabilities                                                               2,530            856
                                                                                      ---------      ---------

       Total liabilities                                                                 33,498          5,218
                                                                                      ---------      ---------

Commitments and contingencies                                                                --             --

Stockholders' equity
     Preferred stock - $.001 par value, 2,000,000 shares authorized,
       1,200,000 and -0- issued and outstanding, respectively                                 1             --
     Common stock - $.001 par value, 100,000,000 shares authorized,
       24,581,421 and 13,966,817 shares issued and outstanding, respectively                 24             14
     Additional paid in capital                                                         163,694         47,276
     Accumulated deficit                                                                (76,049)       (38,905)
                                                                                      ---------      ---------
       Total stockholders' equity                                                        87,670          8,385
                                                                                      ---------      ---------
Total liabilities and stockholders' equity                                            $ 121,168      $  13,603
                                                                                      =========      =========



    See accompanying notes to consolidated financial statements (unaudited).



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                                       6
<PAGE>

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<CAPTION>


                          I-TRAX, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
                                   (UNAUDITED)
                        (in thousands, except share data)



                                                               Three months      Three months
                                                                   ended             ended
                                                              March 31, 2004    March 31, 2003
                                                               ------------      ------------

<S>                                                            <C>               <C>
Net revenue                                                    $      1,447      $      1,616
                                                               ------------      ------------

Costs and expenses:
     Operating expenses                                                 697               561
     General and administrative expenses                              2,021             1,004
     Depreciation and amortization                                      435               437
                                                               ------------      ------------
Total costs and expenses                                              3,153             2,002
                                                               ------------      ------------

Operating loss                                                       (1,706)             (386)
                                                               ------------      ------------

Other expenses:
     Interest expense                                                   613               321
     Amortization of financing costs                                     35                57
     Other expenses                                                     350               200
                                                               ------------      ------------
Total other expenses                                                    998               578
                                                               ------------      ------------

Net loss                                                             (2,704)             (964)

Less deemed dividends applicable to preferred stockholders           34,440                --
                                                               ------------      ------------

Net loss applicable to common stockholders                     $    (37,144)     $       (964)
                                                               ------------      ------------

Loss per common share:

Basic and diluted                                                     (2.41)             (.10)
                                                               ============      ============

Weighted average number of shares outstanding:                   15,405,353         9,372,727
                                                               ============      ============




    See accompanying notes to consolidated financial statements (unaudited).

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                                       7
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<CAPTION>

<S>                                                             <C>      <C>         <C>      <C>          <C>         <C>

                          I-TRAX, INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                    FOR THE THREE MONTHS ENDED MARCH 31, 2004
                                   (UNAUDITED)
                        (in thousands, except share data)


                                                        Preferred Stock       Common Stock    Additional                  Total
                                                        ----------------   -----------------    Paid-in   Accumulated  Stockholders'
                                                        Shares    Amount   Shares     Amount    Capital     Deficit       Equity
                                                      ---------  -------- ----------  -------- ----------   ----------  ----------
Balances at January 1, 2004                                  --  $    --  13,966,817  $     14 $   47,276   $  (38,905) $    8,385

Reclassification of common stock warrants to paid in
   capital                                                   --       --          --        --      3,110           --       3,110

Issuance of common stock in connection with
   conversion of promissory note and other
   settlement, net of costs                                  --       --      63,012        --         71           --          71

Issuance of common stock for conversion of debenture
   and accrued interest                                      --       --     427,106        --        747           --         747

Issuance of common stock for exercise of warrants            --       --     124,486        --         30           --          30

Sale of preferred stock, net of costs                 1,000,000        1          --        --     23,509           --      23,510

Issuance of preferred stock for acquisition of CHD
   Meridian                                             400,000       --          --        --     10,000           --      10,000

Redemption of preferred stock                          (200,000)      --          --        --     (5,000)          --      (5,000)

Issuance of common stock for acquisition of CHD
   Meridian                                                  --       --  10,000,000        10     49,590           --      49,600

Beneficial conversion feature in connection with
   issuance of preferred stock                               --       --          --        --     34,440      (34,440)         --

Preferred stock dividend                                     --       --          --        --        (79)          --         (79)

Net loss for the three months ended March 31, 2004           --       --          --        --         --       (2,704)     (2,704)
                                                      ---------  ------- -----------  -------- ----------   ----------  -----------

Balances at March 31, 2004                            1,200,000  $     1  24,581,421  $     24 $  163,694   $  (76,049) $   87,670
                                                      =========  ======= ===========  ======== ==========   ==========  ===========

                               See accompanying notes to consolidated financial statements (unaudited).

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                                       8
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<CAPTION>

<S>                                                                               <C>               <C>

                          I-TRAX, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
                                   (UNAUDITED)
                        (in thousands, except share data)



                                                                              Three months      Three months
                                                                                  ended            ended
                                                                              March 31, 2004   March 31, 2003
                                                                              --------------- ---------------
Operating activities:
     Net loss                                                                     $ (2,704)     $   (964)
     Adjustments to reconcile net loss to net cash used in operating
       activities:
         Depreciation and amortization                                                 435           437
         Accretion of discount on notes payable charged to interest expense
            and beneficial conversion value of debenture                               573           253
         Increase in fair value of common stock warrants                               350            --
         Amortization of debt issuance costs                                            34            58
         Write-off of deposit on cancelled acquisition                                  --           200
         Other non-cash items                                                           --           (29)

Changes in operating assets and liabilities, net of acquisition:
     Decrease (increase) in accounts receivable                                       (668)          104
     Decrease (increase) in other current assets                                        20           (80)
     (Decrease) increase in accounts payable                                          (102)           80
     Increase in accrued expenses                                                       70           217
     (Decrease) increase in other current liabilities                                  236          (852)
                                                                                -----------    -----------
Net cash used in operating activities                                               (1,756)         (576)
                                                                                -----------    -----------

Investing activities:
     Purchases of property, plant and equipment                                       (169)         (191)
     Acquisition of CHD Meridian, net of acquired cash                             (18,134)           --
                                                                                -----------    -----------
Net cash used in investing activities                                              (18,303)         (191)
                                                                                -----------    -----------

Financing activities:
     Principal payments on capital leases                                              (18)           (1)
     Repayment to/proceeds from related parties                                       (280)          440
     Repayment of note payable                                                        (618)           --
     Proceeds from exercise of warrants                                                 30            --
     Proceeds from bank credit facility, net of issuance costs                      11,850            --
     Proceeds from sale of preferred stock, net of issuance costs                   23,510            --
     Redemption of preferred stock                                                  (5,000)           --
                                                                                -----------    -----------

Net cash provided by financing activities                                           29,474           439
                                                                                -----------    -----------

Net increase (decrease) in cash and cash equivalents                                 9,415          (328)

Cash and cash equivalents at beginning of period                                       574           360
                                                                                -----------    -----------

Cash and cash equivalents at end of period                                        $  9,989      $     32
                                                                                ===========    ===========
Supplemental disclosure of non-cash flow information: Cash paid during the year
     for:
       Interest                                                                   $    209      $     16
                                                                                ===========    ===========

                         (Continues on following page.)


                               See accompanying notes to consolidated financial statements (unaudited).

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                                       9
<PAGE>

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<CAPTION>


                          I-TRAX, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003

                         (Continues from previous page.)

                                                                               Three months    Three months
                                                                                  ended            ended
                                                                              March 31, 2004  March 31, 2003
                                                                             ---------------  --------------
<S>                                                                               <C>
Schedule of non-cash financing activities:

Reclassification of common stock warrants to paid in capital                      $  3,110              --
                                                                                -----------    -----------
Issuance of common stock in connection with conversion of promissory
  note and other settlement                                                       $     71              --
                                                                                ===========    ===========

Issuance of common stock in connection with conversion of debenture               $    747              --
                                                                                -----------    -----------
Beneficial conversion feature in connection with issuance of preferred
  stock                                                                           $ 33,180              --
                                                                                ===========    ===========

Issuance of common and preferred stock in connection with the                     $ 59,600              --
                                                                                ===========    ===========

Preferred stock dividend                                                          $     79              --
                                                                                ===========    ===========
Purchase of all capital stock of CHD Meridian and assumption of liabilities
  in the acquisition as follows:
    Fair value of non-cash tangible assets acquired                               $ 17,394              --
    Goodwill                                                                        57,063              --
    Customer list                                                                   22,235              --
    Other intangibles                                                                1,030              --
    Cash paid, net of cash acquired (includes $85 of transaction costs
      incurred in a prior period)                                                  (18,219)             --
    Common stock issued                                                            (49,600)             --
    Preferred stock issued                                                         (10,000)             --
                                                                                -----------    -----------
    Liabilities assumed                                                           $(19,903)
                                                                                ===========    ===========



    See accompanying notes to consolidated financial statements (unaudited).

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                                       10
<PAGE>



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



NOTE 1--ORGANIZATION

I-trax,  Inc.  (the  "Company")  was  incorporated  in the State of  Delaware on
September  15, 2000.  On March 19, 2004,  the Company  consummated a merger with
Meridian Occupational Healthcare Associates, Inc., a private company, which does
business as CHD Meridian  Healthcare  ("CHD  Meridian").  (See Note  3--Business
Combination.)

Following the merger, the Company offers two categories of services: (1) on-site
services  such as  occupational  health,  primary  care,  corporate  health  and
pharmacy and (2) personalized health management programs.

The Company conducts its on-site services through CHD Meridian Healthcare,  LLC,
a Delaware  limited  liability  company ("CHD Meridian LLC"), and its subsidiary
companies, and its personalized health management programs through I-trax Health
Management  Solutions,  LLC, a Delaware limited  liability  company,  and I-trax
Health Management Solutions, Inc., a Delaware corporation.

Physician  services  at the  Company's  on-site  locations  are  provided  under
management  agreements  with  affiliated  physician   associations,   which  are
organized  professional  corporations that hire licensed  physicians who provide
medical  services (the  "Physician  Groups").  The Physician  Groups provide all
medical aspects of the Company's on-site services,  including the development of
professional  standards,  policies and procedures.  The Company  provides a wide
array of business  services to the Physician  Groups,  including  administrative
services, support personnel, facilities, marketing, and non-medical services.

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 Item
310(b) of Regulation S-B promulgated under the Securities  Exchange Act of 1934.
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  necessary to present fairly the financial  position as of March 31,
2004 and the results of the operations and cash flows for the three months ended
March 31,  2004.  The results for the three  months  ended March 31, 2004 do not
include the operations of CHD Meridian even though the merger was consummated on
March 19,  2004  because  the Company  and CHD  Meridian  agreed for  accounting
purposes to  consolidate  results of  operations  effective as of April 1, 2004.
Accordingly, the results for the quarter ended March 31, 2004 are not indicative
of the  results to be  expected  for any  subsequent  quarter or the fiscal year
ending  December  31,  2004.  The balance  sheet at  December  31, 2003 has been
derived from the audited financial statements of I-trax 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.

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  stockholders  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  preferred  stock.  As of March  31,  2004 and  2003,
5,822,929 and 3,863,604  shares  issuable upon exercise of options and warrants,
respectively, were excluded from the diluted loss per share computation, because
their effect would be anti-dilutive.



                                       11
<PAGE>



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



NOTE 2--INTERIM RESULTS AND BASIS OF PRESENTATION (continued)

These  unaudited  financial  statements  should be read in conjunction  with the
Company's  audited  financial  statements  and the  financial  statements of CHD
Meridian and notes thereto for the year ended  December 31, 2003 included in the
Company's annual report on Form 10-KSB for the year ended December 31, 2003.

For  comparability,  certain 2003 amounts have been  reclassified  and combined,
where appropriate,  to conform to the financial  statement  presentation used in
2004.

As stated above, the consolidated financial statements include the balance sheet
of CHD Meridian LLC, its wholly owned  subsidiaries,  and the Physician  Groups.
The  financial  statements  of the Physician  Groups are  consolidated  with CHD
Meridian  LLC in  accordance  with the nominee  shareholder  model of EITF 97-2,
"Application  of FASB  Statement  No. 94 and APB  Opinion  No.  16 to  Physician
Practice  Management  Entities  and  Certain  Other  Entities  with  Contractual
Management  Arrangements."  CHD  Meridian  LLC has  unilateral  control over the
assets and operations of the Physician Groups.

Consolidation of the Physician  Groups with CHD Meridian LLC, and  consequently,
the Company,  is necessary to present fairly the financial  position and results
of operations of the Company.  Control of the Physician  Groups is perpetual and
other than temporary because of the nominee shareholder model and the management
agreements between the entities. The net tangible assets of the Physician Groups
were not material at March 31, 2004. All significant  intercompany  accounts and
transactions have been eliminated in consolidation.


NOTE 3--BUSINESS COMBINATION

On March 19,  2004,  the Company  merged  with CHD  Meridian,  a privately  held
company and a leading  provider  of  outsourced,  employer-sponsored  healthcare
services to Fortune 1,000 companies.

Pursuant to the merger agreement,  the Company,  (1) issued 10,000,000 shares of
common stock valued at $49,600,000 utilizing $4.96 per share, (2) issued 400,000
shares of  convertible  preferred  stock  (with each share  convertible  into 10
shares of common stock at a price of $2.50 per share or 4,000,000  shares in the
aggregate)  at $25 per  share  or  $10,000,000  in the  aggregate,  and (3) paid
approximately   $25,508,000  to  the  CHD  Meridian  stockholders.   Immediately
following  the closing of the merger,  the Company also redeemed from former CHD
Meridian stockholders that participated in the merger, pro rata, an aggregate of
200,000 shares of convertible preferred stock at its original issue price of $25
per share or $5,000,000. The Company has filed a registration statement with the
Securities  and Exchange  Commission  to register the common stock issued in the
merger and issuable upon conversion of convertible preferred stock issued in the
merger.

The former CHD Meridian  stockholders will also receive additional shares of the
Company's common stock if CHD Meridian,  continuing its operations following the
closing of the merger as CHD Meridian LLC, achieves calendar 2004 milestones for
earnings before  interest,  taxes,  depreciation and amortization (or EBITDA) as
follows: If EBITDA equals or exceeds  $8,100,000,  the number of such additional
common  shares  payable will be 3,473,280;  the number of such shares  increases
proportionately up to a maximum of 3,859,200  additional shares of the Company's
common stock if EBITDA equals or exceeds  $9,000,000.  In  connection  with this
earn-out, the Company placed 3,859,200 shares in escrow.


                                       12
<PAGE>


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



NOTE 3--BUSINESS COMBINATION (continued)

The Company funded the cash portion of the merger  consideration  by (1) selling
1,000,000  shares of  convertible  preferred  stock at $25 per share  (with each
share convertible into 10 shares of common stock at a price of $2.50 per share),
for gross  proceeds  of  $25,000,000,  and (2) drawing  $12,000,000  under a new
$20,000,000 senior secured credit facility with a national lender. (See Note 6 -
Long Term Debt.)

In connection with the sale and issuance of the convertible preferred stock, the
Company  reported  $34,440,000  as a deemed  dividend to preferred  stockholders
representing the beneficial  conversion  value for the underlying  common stock.
The  beneficial  conversion  value  is the  benefit  realized  by the  preferred
stockholder  and is treated as a dividend  on the  convertible  preferred  stock
solely for the purpose of computing earnings per share. The dividend is computed
by  multiplying  (1) the  difference  between the market value of the underlying
common stock at closing of the merger ($4.96 per share) and the conversion price
($2.50  per  share) by (2) the  number of shares of common  stock into which the
convertible  preferred  stock  outstanding  at the merger's  effective  time was
convertible (14,000,000 shares).

The aggregate purchase price of $86,277,000 for this transaction is summarized
as follows:

Fair value of tangible assets acquired (includes
    cash of $8,444,000)                                  $   25,852,000
Liabilities assumed                                         (19,903,000)
Goodwill                                                     57,063,000
Customer list                                                22,235,000
Other intangibles                                             1,030,000
                                                     -------------------
                                                         $   86,277,000
                                                     ===================

The acquisition  was accounted for using the purchase method of accounting.  The
accompanying  condensed consolidated  financial statements,  therefore,  include
only the closing balance sheet of CHD Meridian as of March 31, 2004.

The Company  incurred  acquisition  costs of $1,169,000 that are included in the
purchase  price.  In  addition,  $832,000  of  transaction  related  bonuses and
termination pay are included in the general and  administrative  expense item on
the condensed consolidated statement of operations.


NOTE 4--GOODWILL AND INTANGIBLE ASSETS

The changes in the carrying  amount of goodwill for the quarter  ended March 31,
2004 is as follows:

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

Balance as of January 1, 2004             $   8,424,000
Goodwill acquired during the quarter         57,063,000
                                         --------------
Balance as of March 31, 2004              $  65,487,000
                                         ==============



                                       13
<PAGE>


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


NOTE 4--GOODWILL AND INTANGIBLE ASSETS (continued)

The  components of  identifiable  intangible  assets,  which are included in the
consolidated balance sheet as of March 31, 2004, are as follows:

<TABLE>
<CAPTION>



                                         Gross Carrying       Accumulated         Net Carrying
                                             Amount           Amortization           Amount
                                        -----------------    ---------------    -----------------
   Amortized intangible assets:
<S>                                          <C>                <C>                  <C>
       Customer lists                        $  25,088,000      $   2,262,000        $  22,826,000
       Other intangibles                         3,731,000          1,437,000            2,294,000
                                        ------------------    ---------------    -----------------
   Total                                     $  28,819,000      $   3,699,000        $  25,120,000
                                        ==================    ===============    =================
</TABLE>


Customer lists are amortized on a straight-line  basis over the expected periods
to be benefited,  generally 12 - 15 years.  Other intangible  assets  represents
technology and deferred  marketing costs, which are amortized on a straight-line
basis over the expected periods to be benefited, generally 3 - 5 years.


NOTE 5--CONVERTIBLE DEBENTURE

During the first quarter of 2004,  Palladin  Opportunity  Fund LLC converted the
remaining  balance of the  debenture  payable and accrued  interest  into common
stock.  Accordingly,  the Company  issued 427,106 shares of common stock for the
conversion of principal and accrued interest amounting to $747,000.

Interest expense associated with the convertible  debenture amounted to $368,000
for the three months ended March 31, 2004.  This amount  includes  $362,000 that
represents  the  accretion  to interest  expense  for the  discount of the value
assigned  to the  warrants  issued to the  debenture  holder and the  beneficial
conversion value at date of issuance.


NOTE 6--LONG TERM DEBT

On March 19, 2004, in connection with the CHD Meridian acquisition,  the Company
obtained a $20,000,000  senior  secured credit  facility from a national  lender
that expires on April 1, 2007.  The credit  facility has a $6,000,000  term loan
commitment with a $14,000,000  revolving credit commitment,  which is reduced by
letter of credit liabilities.

The credit facility is secured by substantially  all of the Company's assets. At
any time  prior to June 1,  2004,  the  borrowings  under the  revolving  credit
commitment may not exceed $10,000,000. From June 1, 2004 until November 1, 2005,
the  borrowings  under the  revolving  credit  commitment  may not exceed 80% of
eligible  receivables  plus 50% of eligible  fixed  assets.  Borrowings,  at the
Company's election,  may be either Base rate or Eurodollar rate loans. Base rate
loans bear interest at the prime rate as published from time to time, plus up to
0.75% per  annum  depending  on the  Company's  debt  service  coverage  ratios.
Eurodollar  rate loans bear interest at the Eurodollar  rate plus up to 3.0% per
annum likewise depending on the Company's debt service coverage ratios.

As of March 31,  2004,  the Company had  outstanding  $6,000,000  under the term
loan, $2,000,000 of which is classified as short term and $4,000,000 of which is
classified as long term, and $6,000,000 under the revolving  credit  commitment,
which is classified as long term,  and an aggregate of $3,250,000  under letters
of credit.


                                       14
<PAGE>


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


NOTE 6--LONG TERM DEBT (continued)

The credit  facility  includes  certain  financial  covenants  customary for the
amount and  duration  of this  commitment.  As of the date of this  filing,  the
Company was in compliance  with all such  covenants.  The Company is required to
make twelve principal installment payments of $500,000 each quarter beginning on
July 1, 2004.

In addition to funding the merger and related  costs,  a portion of the proceeds
from the credit  facility  was used by the Company to repay  $280,000 in related
party loans and  $944,000 in principal  and  interest for all other  outstanding
promissory notes.


NOTE 7--COMMITMENTS AND CONTINGENCIES

Litigation

CHD Meridian is a defendant in two  lawsuits  seeking a return of  approximately
$920,000  in  payments  received in the  ordinary  course of  business  from two
clients that filed for protection  under  bankruptcy  laws during 2002 and 2003.
The  Company  believes  that  amounts  received  are  rightfully  the  Company's
property; however, the outcome of these lawsuits cannot be determined.

CHD Meridian is also  involved in certain  legal actions and claims on a variety
of matters  related to the normal course of business.  Management  believes that
such legal actions will not have a material  effect on the results of operations
or the financial position of the Company.

Healthcare Regulations

The healthcare  industry is subject to numerous laws and regulations of Federal,
state, and local governments.  These laws and regulations  include,  but are not
necessarily  limited to,  matters such as licensure,  accreditation,  government
healthcare  program  participation   requirements,   reimbursement  for  patient
services,  and  Medicare  and  Medicaid  fraud and abuse.  Recently,  government
activity has increased with respect to investigations and allegations concerning
possible  violations of fraud and abuse  statutes and  regulations by healthcare
providers.  Violations of these laws and  regulations  could result in expulsion
from government  healthcare programs together with the imposition of significant
fines and  penalties,  as well as significant  repayments  for patient  services
previously  billed.  Management  believes that the Company is in compliance with
fraud  and  abuse  statutes  as well as  other  applicable  government  laws and
regulations.  Compliance with such laws and regulations can be subject to future
government review and  interpretation  as well as regulatory  actions unknown or
unasserted at this time.

Significant Customers

As of March 31, 2004,  three  customers of CHD Meridian  represented  39% of CHD
Meridian's and the Company's  accounts  receivable as reflected on the Company's
condensed consolidated balance sheets.

For the three months ended March 31, 2004, one customer of the Company accounted
for  33% of the  Company's  revenue  as  reflected  on the  Company's  condensed
consolidated  statement of operations (which exclude any CHD Meridian  revenue).
For the three months ended March 31, 2003, one customer of the Company accounted
for  43% of the  Company's  revenue  as  reflected  on the  Company's  condensed
consolidated statements of operations (which exclude any CHD Meridian revenue).





                                       15
<PAGE>



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




NOTE 7--COMMITMENTS AND CONTINGENCIES (continued)

Significant Customers (continued)

For the three months ended March 31, 2004, one customer of the Company accounted
for 10% of the Company's  revenue on a pro forma basis as if the merger had been
effective as of January 1, 2004.

Risk Sharing Contracts

The Company  enters into risk sharing  contracts  with some customers 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  the  customer  if  the  Company  does  not  save  the  customer  a
pre-determined  percentage of the expenses  incurred by individuals whose health
is managed by the Company.  As of March 31, 2004, the Company was a party to one
such contract, but no risk revenue was generated during the quarter.


NOTE 8--STOCKHOLDERS' EQUITY

Preferred Stock

The Company has 2,000,000  authorized shares of preferred stock. As of March 31,
2004,  the  Company  had issued  and  outstanding  1,200,000  shares of Series A
Convertible  Preferred  Stock.  The  Series  A  Convertible  Preferred  Stock is
convertible into common stock at a conversion price of $2.50 per share.  Holders
of Series A  Convertible  Preferred  Stock may  convert  such shares into common
stock at any time.  The Series A Convertible  Preferred  Stock has a liquidation
preference  of $25 per  share  (the  original  purchase  price).  The  Series  A
Convertible  Preferred Stock accrues,  from issuance,  dividends at a rate of 8%
per year on the $25.00 per share  original  issue price.  Dividends will only be
payable upon the Company's liquidation or conversion of the Series A Convertible
Preferred Stock into common stock and will be payable,  at the Company's option,
in cash or common stock.  For the three months ended March 31, 2004, the Company
recorded approximately $79,000 in accrued dividends.

The placement  agents of the Series A Convertible  Preferred  Stock sold to fund
the acquisition of CHD Meridian received a commission of $1,490,000 and warrants
to acquire 492,000 shares of common stock  exercisable at $2.50 per share.  Such
warrants were valued at $1,600,000 utilizing the Black-Scholes  valuation model.
The amount of the cash paid and the value of the warrants  have been  classified
as a cost of equity in the  condensed  consolidated  statement of  stockholders'
equity.

Common Stock

The Company has 100,000,000  authorized  shares of common stock. As of March 31,
2004, the Company had issued and outstanding  24,581,421 shares,  which excludes
3,859,200 shares held in escrow for the CHD Meridian earn out.

Warrants

Under  the terms of a private  placement  completed  during  October  2003,  the
Company filed a  registration  statement  under the  Securities  Act of 1933, as
amended, covering the resale of the common stock and the common stock underlying
warrants issued in the private placement. The Securities and Exchange Commission
declared the registration statement effective on February 17, 2004.



                                       16
<PAGE>


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


NOTE 8--STOCKHOLDERS' EQUITY (continued)

Warrants (continued)

In accordance with EITF 00-19,  "Accounting for Derivative Financial Instruments
Indexed To, and Potentially  Settled In a Company's Own Stock," upon issuance of
the warrants,  the Company  recorded a liability in the amount of the fair value
of  $2,459,000  for  warrants to acquire  890,000  shares of common  stock.  The
Company  recorded  an  additional  liability,  with a  corresponding  charge  to
operations, of $301,000 and $350,000 on December 31, 2003 and February 17, 2004,
respectively,  associated  with the increase in fair value of the warrants.  The
warrants  were  accounted for as a liability,  with an  offsetting  reduction to
additional  paid-in  capital  received  in the  private  placement.  The warrant
liability has been reclassified to equity as of February 17, 2004, the effective
date  of  the  registration  statement,   evidencing  the  non-impact  of  these
adjustments on the Company's financial position and business operations.

The fair value of the warrants was estimated using the  Black-Scholes  valuation
model with the following assumptions:  no dividends;  risk-free interest rate of
4%; the  contractual  life of 5 years and  volatility of 112%. The fair value of
the warrants was estimated to be $2,760,000  and $3,110,000 at December 31, 2003
and February 17, 2004, respectively.

The  adjustments  required  by EITF  00-19  were  triggered  by the terms of the
private placement subscription agreement, which imposed penalties if the Company
did not timely  register the common stock  underlying the warrants issued in the
private placement.  The Securities and Exchange  Commission declared the related
registration statement effective within the contractual deadline and the Company
incurred  no  penalties.  The  adjustments  for EITF  00-19 had no impact on the
Company's working capital, liquidity or business operations.

The  following  table  summarizes  the  Company's  activity as it relates to its
warrants for the three months ended March 31, 2004:

                                                          Shares Underlying
                                                               Warrants
                                                          -----------------

         Balance outstanding at January 1, 2004                  3,351,372
         Quarter ended March 31, 2004:
                  Granted                                          492,000
                  Exercised                                       (179,278)
                                                          -----------------
         Balance outstanding at March 31, 2004                   3,664,094
                                                          =================

Warrants  issued during the three months ended March 31, 2004 are exercisable at
$2.50 per share.  Such warrants were valued at $1,600,000 and recorded as a cost
of equity because they were granted to placement agents in connection with sales
of convertible preferred stock.



                                       17
<PAGE>



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


NOTE 8--STOCKHOLDERS' EQUITY (continued)

Stock Options

The table below  summarizes the activity in the Company's stock option plans for
the quarter ended March 31, 2004:

<TABLE>
<CAPTION>


<S>        <C>                       <C>              <C>                  <C>             <C>
                                                                            Non-Plan
                                                    Non-Qualified        Non-Qualified
                             Incentive Options        Options               Options          Total
-----------------------------------------------------------------------------------------------------
   Outstanding as of
   January 1, 2004                   652,941          795,973              669,000         2,117,914
   Granted                            70,921               --                   --            70,921
   Exercised                              --               --                   --                --
   Forfeited/Expired                      --         (30,000)                   --          (30,000)
                            -------------------------------------------------------------------------
   Outstanding as of
   March 31, 2004                    723,862          765,973              669,000         2,158,835
                            =========================================================================
   Vesting Dates:
         December 31, 2004           172,045          170,998              177,496           520,539
         December 31, 2005           153,618           82,665              101,665           337,948
         December 31, 2006            98,728           50,004               75,006           223,738
         December 31, 2007             5,912               --                   --             5,912
         December 31, 2008                --               --               20,000            20,000
                Thereafter                --               --                   --                --

</TABLE>


As of March 31, 2004, an aggregate of 1,050,698 of exercisable plan and non-plan
options, with exercise prices ranging from $.005 to $10.00, were outstanding.

The weighted  average  fair value of options  granted  during the quarter  ended
March 31, 2004 amounted to $4.42.

The Company  accounts  for its employee  incentive  stock option plans using the
intrinsic  value  method in  accordance  with the  recognition  and  measurement
principles of Accounting  Principles Board Opinion No. 25, "Accounting for Stock
Issued  to  Employees,"  as  permitted  by SFAS No.  123.  The  adoption  of the
disclosure  requirements  of SFAS No. 148 did not have a material  effect on the
Company's financial position or results of operations.




                                       18
<PAGE>


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



NOTE 8--STOCKHOLDERS' EQUITY (continued)

Had the Company determined  compensation  expense based 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>

<S>                                                   <C>              <C>

                                                      For the three   For the three
                                                       months ended   months ended
                                                     March 31, 2004   March 31, 2003
                                                      -----------      -----------

Net loss as reported                                  $(2,704,000)     $  (964,000)

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

Deduct total stock based employee compensation
expense determined under fair value based methods
for all awards                                         (3,586,318)        (710,000)
                                                      -----------      -----------

Pro forma net loss                                    $(6,290,318)     $(1,674,000)
                                                      ===========      ===========

Basic and diluted net loss per share as reported      $     (2.41)     $      (.10)

Pro forma basic and diluted net loss per share        $     (2.64)     $      (.18)

</TABLE>


The above pro forma  disclosure  may not be  representative  of the  effects  on
reported net  operations for future years as options vest over several years and
the Company may continue to grant options to employees.

The fair market  value of each option  grant is  estimated  at the date of grant
using the  Black-Scholes  valuation  model with the  following  weighted-average
assumptions:

                  Dividend yield                       0.00%
                  Expected volatility                  112%
                  Risk-free interest rate              4%
                  Expected life                        5 years

Securities and Exchange Commission Registration

Pursuant  to the terms of the  merger  agreement  between  the  Company  and CHD
Meridian, on April 19, 2004 the Company filed a registration statement under the
Securities Act of 1933, as amended,  covering the resale of (1) the common stock
issued in the merger, (2) the common stock underlying the convertible  preferred
stock issued in the merger and the related  financing,  and (3) the common stock
issuable upon exercise of warrants issued to the placement  agents in connection
with the merger.

NOTE 9--SUBSEQUENT EVENTS

During the first quarter of 2004,  CHD Meridian  formed a Risk  Retention  Group
("RRG")  licensed  in the State of Vermont for the  purposes of self  insuring a
portion of the merged companies'  professional and general liability  insurance.
RRG was capitalized  with  $2,000,000 in cash and a $1,000,000  letter of credit
under the Company's  credit  facility.  RRG expects to begin issuing policies to
the Company in May 2004.



                                       19
<PAGE>




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

         The  following  Management's   Discussion  and  Analysis  of  Financial
Condition and 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 and
related  notes  incorporated  in our Annual Report on Form 10-KSB for the fiscal
year ended December 31, 2003.

         I-trax is a combination of two companies that merged on March 19, 2004:
I-trax, Inc. and Meridian Occupational  Healthcare Associates,  Inc., which does
business as CHD Meridian Healthcare.  Accordingly, this quarterly report on Form
10-QSB  describes  the  business  of  the  merged  companies.  Nonetheless,  for
accounting  purposes,  the  consolidation  of results of  operations  of the two
constituent  companies was effective April 1, 2004. As a result, the results for
the three  months  ended March 31, 2004 do not  include  the  operations  of CHD
Meridian  Healthcare  and,  therefore,  are not  indicative of the results to be
expected for  subsequent  quarters or the fiscal year ending  December 31, 2004.
The  financial  statements  included  herein and  discussed  below do,  however,
include the combined balance sheets of both companies.

         The  following  discussion  also contains  forward-looking  statements,
which are based  upon  current  expectations  and  involve a number of risks and
uncertainties.  In order for I-trax 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 in our Annual  Report on Form  10-KSB  for the fiscal  year
ended December 31, 2003,  and  consequently,  actual  operations and results may
differ materially from those expressed in such forward-looking  statements.  The
most  important of these  factors is our ability  successfully  to integrate our
operations  and health  management  programs with the operations and services of
CHD  Meridian  Healthcare  and  successfully  introduce to our  marketplace  our
combined products and services.

         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
Item  310(b)  of  Regulation  S-B.  In  our  opinion,  the  unaudited  financial
statements  have  been  prepared  on the  same  basis  as the  annual  financial
statements and reflect all adjustments necessary to present fairly the financial
position as of March 31, 2004 and the results of the  operations  and cash flows
for the three months ended March 31, 2004. The  preparation  of these  financial
statements  requires us to make estimates and judgments that affect the reported
amounts of assets and  liabilities  and the  reported  amounts of  revenues  and
expenses during the covered periods.  We base our estimates and judgments on our
historical  experience  and  on  various  other  factors  that  we  believe  are
reasonable  under the  circumstances.  We evaluate our estimates and  judgments,
including  those  related to revenue  recognition,  bad debts,  and goodwill and
other  intangible  assets on an ongoing  basis.  Notwithstanding  these efforts,
there  can be no  assurance  that  actual  results  will  not  differ  from  the
respective amount of those estimates.

I-trax and CHD Meridian Healthcare Business Description

         As a merged company, we offer two categories of services,  which can be
integrated or blended as necessary or appropriate  based on each client's needs.
The first  category  includes  on site  services  such as  occupational  health,
primary care, corporate health and pharmacy,  which were historically offered by
CHD  Meridian  Healthcare.  The second  category  includes  personalized  health
management  programs,  which were historically  offered by I-trax. Each of these
services is described in greater detail below.

         As the result of the merger,  we are the nation's  largest  provider of
corporate  health  management  services.  Our  health  management  services  are
designed to allow  employers  to contract  directly for a wide range of employee
healthcare  needs.  We can deliver  these  services at or near the client's work
site by opening,  staffing  and  managing a clinic or pharmacy  dedicated to the
client  and  its   employees,   or  remotely  by  using  the  Internet  and  our
state-of-the-art  Care  Communications  Center  staffed with trained  nurses and
other  healthcare  professionals 24 hours per day, 7 days per week. Our array of
services  provides each client with  flexibility to meet its specific  pharmacy,
primary  care,  occupational  health,  corporate  health,  wellness,   lifestyle
management or disease management needs. Pursuant to multi-year  agreements,  our
clients can offer their  employees,  dependents and retirees any  combination of
our



                                       20
<PAGE>


various  services which  integrate  seamlessly,  through on-site or off-site
delivery  platforms,  or as a component of or complement to existing health plan
options.

         Our primary target market is large and mid-sized self-insured employers
and business  consortia.  These entities are more likely to derive immediate and
meaningful  financial benefit from our services because of their scale and focus
on controlling healthcare costs.

         We currently operate  approximately 160 locations in 32 states. We also
maintain  contracts  with  approximately  150  clients,  including  many leading
employers.  Our clients pay us directly for our services and include  automotive
and automotive  parts  manufacturers,  consumer  products  manufacturers,  large
financial  institutions,  health plans,  integrated delivery networks, and third
party  administrators.  Our client  retention  rate is high because we establish
strong client  relationships,  which are supported by the critical nature of our
services, the benefits achieved by employer and employee  constituents,  and the
utilization of multi-year service contracts.

         CHD Meridian  Healthcare's Historic Business - Services Delivered At or
         Near the Work Site

         Occupational  Health  Services.  We provide  professional  staffing and
management of on-site health  facilities that address the  occupational  health,
workers'  compensation  injuries,  and  minor  illness  needs of the  employer's
workforce.  These  programs are  designed to operate  across the entire array of
occupational  health regulatory  environments and emphasize  work-related injury
cost-reduction,   treatment,   medical   surveillance  or  testing,   disability
management,  case management,  return-to-work  coordination,  medical  community
relations  or  oversight,  on-site  physical  therapy,  injury  prevention,  and
ergonomic  assessment and intervention.  Our health programs improve  compliance
with treatment  protocols and drug formularies,  enhance employee  productivity,
and  allow for  greater  employer  control  of  occupational  health  costs.  We
currently operate 77 occupational health facilities.

         Primary Care  Services.  We operate  employer-sponsored  health centers
designed to integrate with the employer's  existing  healthcare  plans.  In such
arrangements,  employers  contract  with us  directly  for  primary  care health
services and in the process  regain control of costs,  quality and access.  Each
health center generally  services a single employer and offers health management
programs  addressing  the primary  care needs of the  employee  base,  including
optometry  services and limited prevention and disease  management  programs.  A
significant  number of our  clients  also  combines  our health  centers  with a
dedicated  pharmacy.  We also offer  customized  solutions by  establishing  and
managing healthcare provider networks and absence management, including non-work
related case management and disability management.  Our physicians,  nurses, and
other  staff are  dedicated  to the  customer's  employee  population,  allowing
employees,  retirees,  and their  dependents  to  receive  cost-effective,  high
quality,  accessible and convenient  care. We currently  operate 17 primary care
centers.

         Pharmacy Services. We operate employer-sponsored  pharmacies that offer
prescription  services  exclusively  to  the  client's  covered  population.  By
leveraging   prescription   volume   across  our  client   base  and   procuring
pharmaceuticals   as  a  captive  class  of  trade,  we  purchase   products  at
considerable  savings  for  our  clients,   thus  significantly  and  positively
affecting what we understand is one of our clients'  fastest-growing  healthcare
cost  categories.  Our  pharmacy  services  also use  sophisticated  information
technologies.  These  technologies may be integrated with each client's existing
pharmacy  management  programs and plans,  and improve  employees'  prescription
fulfillment  convenience.  We currently  operate 24 pharmacies,  including those
operating in conjunction with our primary care centers.

         Corporate Health Services. We offer non-industrial  clients that do not
experience  significant  physical injury rates,  but that  nonetheless  maintain
large workforces that require general and specialized  medical services,  custom
designed workplace programs that combine preventative care, occupational health,
medical surveillance or testing,  travel medicine and health education.  Clients
for which we  provide  corporate  health  services  include  financial  service,
advertising and consulting firms. We currently  operate 47 corporate  healthcare
facilities.

         I-trax's Historic Business - The Health-e-LifeSM Program

         We  enable   individuals  to  obtain  better  healthcare   through  our
personalized  Health-e-LifeSM  Program.  The  program  is  designed  to  deliver
lifestyle and wellness management,  and disease and risk reduction interventions
to a



                                       21
<PAGE>


client's  entire  population,  across  multiple  locations and  irrespective  of
population size, by using predictive science, sophisticated proprietary computer
software, clinical expertise, and personal care coordination.  We currently have
approximately 37 clients,  which include self-insured  employers,  health plans,
and   integrated   delivery   networks,   using   various   components   of  our
Health-e-LifeSM  Program.  Self-insured  employers,  health plans,  hospital and
health  systems,  and  governmental  agencies  continue to be prime consumers of
lifestyle and wellness management,  and disease and risk reduction programs, and
we are actively marketing to these potential clients.

         We believe the  Health-e-LifeSM  Program  enables our clients to evolve
from fragmented care management  practices into a cohesive and efficient  system
of  healthcare.  The  Health-e-LifeSM  Program  is  fully  integrated,   uses  a
single-data  platform that allows all caregivers to share  records,  and enables
our  clients  to  provide  true   coordination  of  care.  We  believe  that  by
facilitating real-time secure communication between our client, the patient, the
doctor,  the care coordinator and the insurer within today's complex  healthcare
system, the Health-e-LifeSM  Program reduces costs and enables improved delivery
of care.

         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  lifestyle  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 for the ultimate payor. Using predictive  science,  we analyze our
clients'  entire  populations to 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,  we target our resources to achieve for each client
the best value for the amount the client  will  invest in  providing  healthcare
and, consequently, savings.

         Technology Solutions.  All technology components of our Health-e-LifeSM
Program  use  a  single  data  platform--Medicive(R)   Medical  Enterprise  Data
System--a proprietary software architecture  developed to collect,  store, sort,
retrieve  and  analyze  a broad  range  of  information  used in the  healthcare
industry.

         Furthermore,  our web  accessible  software  includes  portals  for key
stakeholders  in the  care  delivery  process--consumers,  physicians  and  care
managers--and  permit 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:

          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.  The  Health-e-LifeSM  Program
includes  personalized  health and disease  interventions  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  Communications  Center.  All  interventions  include  lifestyle  and  risk
reduction programs that follow  evidence-based  clinical  guidelines to optimize
health, fitness, productivity and quality of life.

         The  Health-e-LifeSM  Program  currently  includes  interventions for a
number of specific  chronic  conditions,  including  congestive  heart  failure,
coronary artery disease, asthma, diabetes,  cancer management,  cystic fibrosis,
lower back pain, and chronic obstructive pulmonary disease.

         Care  Communications  Center.  A vital  component of our program is our
Care  Communications  Center,  which is staffed  with  trained  nurses and other
healthcare  professionals  24 hours per day, 7 days per week.  Through  the Care
Communications  Center,  we effect targeted  interventions to improve the health
management of the  populations we serve.  The Care  Communications  Center helps
each member or employee of our client make



                                       22
<PAGE>



informed  decisions  about his or her 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
increase compliance by caregivers and consumers with best practices.

         I-trax and CHD Meridian Healthcare Joint Market Opportunity

         To change  the  health  status of a defined  population  and manage the
upward  claim  trend  experienced  by  employers  and  employees,   self-insured
employers  are  seeking  programs  that  promote  health,   manage  disease  and
disability and complement existing health initiatives and benefits. Self-insured
employers  invest in such health  programs  because  they reduce  later need for
critical care and related costs, maximize health, increase productivity,  reduce
absenteeism,  improve health status of both active  employees and retirees,  and
reduce overall costs.

         We believe  that I-trax and CHD  Meridian  Healthcare  offer a complete
solution to meet this need. We service each segment of a self-insured employer's
population and achieve the desired clinical and financial outcomes. CHD Meridian
Healthcare is the leader in on-site healthcare for Fortune 1,000 companies.  Its
programs  reduce   healthcare  costs  of  the  defined   population  it  serves.
Complementing the CHD Meridian Healthcare services, I-trax's personalized health
management  solutions  for  focused  disease and  lifestyle/wellness  management
improve the health of the entire  population,  achieving  the same  result.  The
service  offering of the merged  companies  responds to a specific  and frequent
request of large  employers,  including  many  historic CHD Meridian  Healthcare
clients, for the most comprehensive range of health management services.

         We also believe  that with a nominal  increase in variable  costs,  the
merged  companies can offer to CHD Meridian  Healthcare's  historic  clients the
value added benefit of our Health-e-LifeSM  Program and, with respect to certain
of these clients,  can  successfully  negotiate  participation in future medical
cost savings that may result from the merged companies' services.

         Put more specifically,  we currently serve approximately  650,000 lives
through our on-site  clinics,  which  represent  only  approximately  25% of our
clients'  employees,  dependents  and retirees.  We charge these clients for our
services on a "cost  plus"  basis to manage  these  lives.  We believe  that the
merged  companies'  suite of products will allow us several  opportunities  with
respect to those of our clients that elect to expand their relationship with us.
These include:

          o    Because our  services now  encompass  on-site  facilities,  which
               offer high quality,  better access and lower costs,  and Internet
               and  telephone  care delivery  capabilities,  we have access to a
               larger portion of our clients'  populations,  which affords us an
               opportunity  to expand  substantially  our  services  within  our
               existing client base.

          o    We price our population-based service on a "per member per month"
               basis.  This model enables us to direct resources to those of our
               clients'  employees,  dependents  and retirees that represent the
               greatest potential future costs.  Because in certain instances we
               participate  in savings  our  programs  generate,  when  properly
               deployed in new business  opportunities,  management believes the
               merged  companies'  suite of products  will afford us  increasing
               gross margin opportunities for incremental, integrated business.

          o    We  are  one  vendor  for  predictive  modeling,   primary  care,
               pharmacy, occupational health, lifestyle and wellness management,
               and disease management, and as such our inherent efficiency leads
               to savings.

          o    Our combined  services  offer  multiple entry points for employer
               customers to meet their budget  restrictions  and specific needs.
               This  available  menu of services could shorten our current sales
               cycle  and  provide  us  with  an  opportunity  to  build  a more
               comprehensive  program as the relationship grows with each client
               over time.




                                       23
<PAGE>


Corporate Overview; Acquisition of CHD Meridian Healthcare

         I-trax was  incorporated  in  Delaware  on  September  15,  2000 at the
direction of the board of directors of I-trax Health Management Solutions, Inc.,
or Health Management,  I-trax's then parent company. On February 5, 2001, I-trax
became  the  holding   company  of  Health   Management  at  the  closing  of  a
re-organization.   The  holding   company   structure  has  allowed  us  greater
flexibility  in our operations as well as expansion and  diversification  plans,
including the acquisition of CHD Meridian Healthcare and WellComm Group, Inc.

         On  March  19,  2004  we  finalized  the  acquisition  of CHD  Meridian
Healthcare  pursuant to a merger  agreement  dated as of December 26,  2003,  as
amended,  by  and  among  CHD  Meridian   Healthcare,   I-trax  and  two  I-trax
subsidiaries.   Under  the  merger  agreement,  we  delivered  to  CHD  Meridian
Healthcare stockholders 10,000,000 shares of I-trax common stock, 400,000 shares
of I-trax Series A Convertible  Preferred  Stock,  each of which is  convertible
into 10 shares of I-trax common stock, and paid $25,508,000 in cash. Immediately
prior to the merger,  CHD Meridian  Healthcare also redeemed certain of its then
outstanding  shares of common  stock and  options to purchase  common  stock for
which  it  paid  approximately  $9,492,000  in the  aggregate.  Further,  if CHD
Meridian  Healthcare,  continuing  its  operations  following the closing of the
merger as a subsidiary of I-trax, achieves calendar 2004 milestones for earnings
before interest,  taxes,  depreciation and amortization,  or EBITDA,  additional
common  shares  will be payable as  follows:  If EBITDA  equals or exceeds  $8.1
million,  the number of such  additional  I-trax common  shares  payable will be
3,473,280;  the number of such shares increases  proportionately up to a maximum
of 3,859,200  such  additional  I-trax common shares if EBITDA equals or exceeds
$9.0  million.  Any escrowed  shares that are not  released  will be returned to
I-trax for cancellation. Further, the escrowed shares are not deemed outstanding
for accounting purposes until released.

         Immediately  following the closing of the merger,  I-trax redeemed from
former CHD Meridian Healthcare stockholders that participated in the merger, pro
rata, an aggregate of 200,000 shares of Series A Convertible  Preferred Stock at
their original issue price of $25 per share.

         We obtained  the cash  portion of the merger  consideration  by selling
1,000,000 shares of Series A Convertible  Preferred Stock at a purchase price of
$25.00 per share for gross proceeds of $25,000,000  and by borrowing $12 million
on a new $20 million senior secured debt facility from a national lender.

         In  connection  with the  sale and  issuance  of  Series A  Convertible
Preferred Stock, we reported $34,440,000 as a dividend to preferred stockholders
representing the beneficial  conversion  value for the underlying  common stock.
The  beneficial  conversion  value  is the  benefit  realized  by the  preferred
stockholder  and is treated as a dividend  on the  convertible  preferred  stock
solely for the purpose of computing earnings per share. The dividend is computed
by  multiplying  (1) the  difference  between the market value of the underlying
common stock at closing of the merger ($4.96 per share) and the conversion price
($2.50  per  share) by (2) the  number of shares of common  stock into which the
convertible  preferred  stock  outstanding  at the merger's  effective  time was
convertible (14,000,000 shares).

         The  estimated  purchase  price  we paid for CHD  Meridian  Healthcare,
valuing our common  stock at $4.96 per share as of March 19,  2004,  the date of
acquisition,  and  before  the  issuance  of  any  of the  earn-out  shares,  is
approximately $86,277,000, including $1,169,000 in transaction costs recorded as
goodwill. The acquisition was accounted for as a purchase. As such, the purchase
price has been  preliminarily  allocated  to the  estimated  fair  values of the
assets acquired and liabilities assumed. If the escrow shares are paid to former
CHD Meridian  Healthcare in accordance  with the terms of the merger  agreement,
the purchase price of the acquisition will increase, and the additional purchase
price will also be allocated to the estimated fair values of the assets acquired
and liabilities assumed. We have obtained an independent third-party preliminary
valuation of the acquired intangible assets.

I-trax Results of Operations

         The  following  discussion  of results of  operations is limited to the
historical  business of I-trax in effect as of March 31, 2004.  We will commence
reporting  financial  results that include CHD  Meridian  Healthcare  operations
beginning as of April 1, 2004.  When we begin to report CHD Meridian  Healthcare
revenue, operational expenses, general and administration expenses, depreciation
and amortization expenses and interest expense will also increase.



                                       24
<PAGE>


         Three Months ended March 31, 2004  Compared to Three Months ended March
         31, 2003

         Revenue for the three  months  ended March 31, 2004 was  $1,447,000,  a
decrease of $169,000 or 10% from $1,616,000 for the three months ended March 31,
2003.  The decrease is directly  related to a change in our business  model from
technology sales to total population  health  management  solutions.  Technology
revenue  decreased  from  $915,000  for the three months ended March 31, 2003 to
approximately  $500,000  for the three  months  ended  March 31,  2004,  but the
decrease was partially  offset by a service  revenue  increase from $701,000 for
the three  months  ended March 31, 2003 to $947,000  for the three  months ended
March 31, 2004.

         Operating expenses,  which represent our call center costs, amounted to
$697,000 for the three  months ended March 31, 2004,  an increase of $136,000 or
24% from  $561,000 for the three  months  ended March 31, 2003.  The increase is
primarily  attributable  to the  ramp-up of  personnel  required  to service our
prevention and care services contracts.

         General and  administrative  expenses,  which  represent  our corporate
costs,  increased  from  $1,004,000 for the three months ended March 31, 2003 to
$2,021,000 for the three months ended March 31, 2004. The increase of $1,017,000
is primarily  attributable  to expenses  related to the CHD Meridian  Healthcare
acquisition,  including  approximately  $498,000 for bonuses  granted to certain
individuals  instrumental in completing the CHD Meridian Healthcare  acquisition
and a one-time charge of  approximately  $334,000 for termination pay associated
with two departing executives.  The balance of the increase of $185,000 includes
general corporate expenses comprised of professional fees,  exchange listing and
investor relations fees and costs associated with business development travel.

         Depreciation  and  amortization  expenses  were  $435,000 for the three
months ended March 31, 2004,  as compared to $437,000 for the three months ended
March 31, 2003.

         Interest  expense  for the  three  months  ended  March  31,  2004  was
$613,000,  representing  an increase of  $292,000 or 91% from  $321,000  for the
three months  ended March 31,  2003.  For the three months ended March 31, 2004,
interest expense  includes a charge of $573,000  attributable to the unamortized
portion of the discount and  beneficial  conversion  value  associated  with the
convertible debenture and certain other promissory notes. The discount amount is
expensed  because the convertible  debenture was converted into common stock and
the promissory notes were repaid during March 2004.

         Amortization  of  financing  costs for the three months ended March 31,
2004 was $35,000  representing a decrease of $22,000 or 39% from $57,000 for the
three months ended March 31, 2003. As of March 31, 2004,  these  financing costs
are fully amortized.

         Other  expense for the three months ended March 31, 2004,  represents a
one-time  non-cash  charge of $350,000  associated  with the warrants to acquire
common stock issued in a private  placement  completed  during October 2003. The
charge  represents the increase in the value of the common stock  underlying the
warrants up until the effective time of a  registration  statement we filed with
the Securities and Exchange  Commission to register the underlying  shares.  The
initial value of the warrants was recorded as a liability and any fluctuation in
the value was passed through the statement of operations.  Once the registration
became  effective,  any balance in the  liability  account was  reclassified  to
equity. The registration became effective during February 2004, and accordingly,
we reclassified $3,110,000 of liability into equity. Other expense for the three
months ended March 31, 2003,  reflects a charge of $200,000 in  connection  with
the  termination  in January  2003 of our  agreement  to acquire  DxCG,  Inc., a
Boston-based  predictive  modeling company.  This sum was paid to DxCG following
DxCG's  termination  of the  merger  agreement  because  certain  conditions  to
closing,  including  third party  financing for the cash portion of the purchase
price, were not satisfied.

         For the three months ended March 31, 2004, our net loss was $2,704,000,
as compared to a net loss of $964,000 for the three months ended March 31, 2003.
Net loss for the three months ended March 31, 2004,  however,  includes non-cash
and merger  related  expenses  of  $1,755,000,  comprised  of: (1)  $573,000  in
non-cash  interest  expense   attributable  to  the  unamortized   discount  and
beneficial  conversion value of a previously  outstanding  convertible debenture
and certain other  promissory  notes which were  converted  into common stock in
March 2004; (2) $350,000 of non-cash  charges related to an increase in the fair
market value of common stock underlying



                                       25
<PAGE>



warrants issued in a private  placement  completed  during October 2003; and (3)
$832,000  of  merger  related   costs,   which  were  included  in  general  and
administrative expense.

I-trax and CHD Meridian Healthcare Pro Forma Results of Operations

         The following are our unaudited pro forma results of operations  giving
effect to the  acquisition of CHD Meridian  Healthcare as though the transaction
had occurred on January 1, 2003,  excluding  transaction costs of $1,938,000 and
$832,000  included  in the CHD  Meridian  Healthcare  and I-trax  statements  of
operations, respectively.

                                            Three months        Three months
                                                ended               ended
                                           March 31, 2004      March 31, 2003
                                          ----------------    ----------------

            Net revenue                     $  30,829,000       $  29,030,000
                                          ----------------    ----------------

            Operating income                     (112,000)            720,000
                                          ----------------    ----------------

            Net loss                        $  (1,261,000)       $   (202,000)
                                          ================    ================

            Loss per common share                    (.05)               (.01)
                                          ================    ================

Liquidity and Capital Resources

         Working Capital

         As of March 31, 2004, we had working capital of $4,492,000.  We believe
that we have  sufficient  working  capital to run our  business  and continue to
expand our client base.

         On March 19,  2004,  in  connection  with the CHD  Meridian  Healthcare
acquisition,  we obtained a $20,000,000  senior secured  credit  facility from a
national  lender  that  expires on April 1,  2007.  The  credit  facility  has a
$6,000,000 term loan commitment with a $14,000,000  revolving credit commitment,
which is reduced by letter of credit liabilities.

         The credit facility is secured by substantially  all of our assets.  At
any time  prior to June 1,  2004,  the  borrowings  under the  revolving  credit
commitment may not exceed $10,000,000. From June 1, 2004 until November 1, 2005,
the  borrowings  under the  revolving  credit  commitment  may not exceed 80% of
eligible  receivables  plus 50% of eligible  fixed  assets.  Borrowings,  at our
election, may be either Base rate or Eurodollar rate loans. Base rate loans bear
interest at the prime rate as published from time to time,  plus up to 0.75% per
annum depending on our debt service coverage ratios.  Eurodollar rate loans bear
interest at the Eurodollar rate plus up to 3.0% per annum likewise  depending on
our debt service coverage ratios.

         As of March 31,  2004,  we had  outstanding  $6,000,000  under the term
loan, $2,000,000 of which is classified as short term and $4,000,000 of which is
classified as long term, and $6,000,000 under the revolving  credit  commitment,
which is classified as long term,  and an aggregate of $3,250,000  under letters
of credit.  We are  required to make twelve  principal  installment  payments of
$500,000 each quarter beginning on July 1, 2004.

         The credit facility includes certain financial  covenants customary for
the amount and duration of this  commitment.  As of the date of this filing,  we
were in compliance with all such covenants.

         Sources and Uses of Cash

         Cash used for  operations  was  $1,756,000  and  $576,000 for the three
months ended March 31, 2004 and March 31, 2003,  respectively.  This increase in
use of cash for  operations  is partially the result of the increase in accounts
receivable related to a single customer.  The full balance owed by such customer
was collected in April


                                       26
<PAGE>


2004.  Effective April 1, 2004, with the inclusion of CHD Meridian  Healthcare's
operations, we expect to generate positive cash flows from operations.

         During the three months ended March 31,  2004,  we received  funds from
selling   1,000,000   shares  of  Series  A  Convertible   Preferred  Stock  for
$25,000,000,  before  commission  expenses and other  transaction  costs,  which
amounted to  approximately  $2,575,000 in the aggregate.  We also received funds
from borrowings of $12,000,000 from our newly established  senior secured credit
facility  with a  national  lender.  These  funds  were  primarily  used to fund
$30,508,000  required  for  the  cash  portion  of the CHD  Meridian  Healthcare
acquisition,  including  the  $5,000,000  redemption  of preferred  stock issued
directly to the CHD Meridian Healthcare stockholders and for working capital.

         In addition to funding the merger and related costs,  we used a portion
of the  proceeds  from the credit  facility to repay  $280,000 in related  party
loans  and  $944,000  in  principal  and  interest  for  all  other  outstanding
promissory notes.

         During  the  first  quarter  of  2004,  Palladin  Opportunity  Fund LLC
converted the remaining  balance of the debenture  payable and accrued  interest
into common stock.  Accordingly,  the Company  issued  427,106  shares of common
stock  for the  conversion  of  principal  and  accrued  interest  amounting  to
$747,000.

         Material Commitments

         The following schedule  summarizes the contractual lease obligations of
I-trax and CHD Meridian  Healthcare by the  indicated  period as of December 31,
2003:



   For the year ending         I-trax          CHD Meridian           Total
   December 31:                                 Healthcare
   ----------------------   ---------------   ---------------     -------------

            2004               $   206,000      $  1,217,000       $  1,423,000
            2005                   119,000           909,000          1,028,000
            2006                    56,000           850,000            906,000
            2007                    24,000           735,000            759,000
            2008                        --           651,000            651,000
            Thereafter                  --           574,000            574,000
                            ---------------   ---------------     -------------
   Total future payments       $   405,000      $  4,936,000       $  5,341,000
                            ===============   ===============     =============


Critical Accounting Policies

         The  following  critical  accounting  policies  concern the business of
I-trax at March 31, 2004. The policies will be reassessed  effective as of April
1,  2004  when  we  begin  to  report  revenue,  expenses  and  other  financial
information concerning CHD Meridian Healthcare.

         Impairment of Goodwill and Intangible Assets

         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

         Technology  Revenue.  We  derive  our  revenue  pursuant  to  different
contract types, including perpetual software licenses, subscription licenses and
custom development  services,  all of which may include support services revenue
such as licensed  software  maintenance,  training,  consulting  and web hosting
arrangements. As described



                                       27
<PAGE>


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 our fee and,  accordingly,  do not apply
separate accounting guidance to the hardware and software elements. For hardware
transactions  where  software is not 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 the product is  delivered to a common
carrier.

         We assess  collection  based on a number  of  factors,  including  past
transaction history with the customer and the  creditworthiness 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.  Accordingly, we defer revenue in the amount 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,  upon
execution  of a contract,  we  determine  whether or not any  services  included
within the arrangement  require us to perform  significant  work either to alter
the underlying  software or to build additional  complex  interfaces so that the
software  performs as the customer  requests.  If these services are included as
part of an arrangement,  we recognize the fee using the percentage of completion
method. We determine the percentage of completion based on our estimate of costs
incurred to date compared with the total costs budgeted to complete the project.

         Services  Revenue.   We  recognize  service  revenue  as  services  are
rendered.  We contract with our customers to provide services based on an agreed
upon monthly fee, a per-call charge or a combination of both.

         Upon  execution of a contract for services,  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 such  contract.  If a
significant  portion of a fee is due after our normal payment  terms,  which are
generally 30 to 90 days from invoice  date,  we account for such fee as services
are provided.

         We  also  enter  into  risk-sharing  contracts.   These  contracts  are
generally for a term of three to five years,  provide for automatic renewal, and
may provide that a percentage  of our fee is  refundable  ("performance  based")
based on achieving a targeted  percentage  reduction in a customer's  healthcare
costs.

Material Equity Transactions

         In the quarter  ended March 31, 2004, we executed  equity  transactions
with unrelated parties in connection with the CHD Meridian Healthcare merger and
related financing. We believe that we have valued all such transactions pursuant
to the various accounting rules and that they ultimately  represent the economic
substance of




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each  transaction.  Please  refer to  "Management's  Discussion  and Analysis of
Financial Condition and Results of Operations - Corporate Overview;  Acquisition
of CHD Meridian Healthcare," "Liquidity and Capital Resources - Sources and Uses
of Cash" and Part II, "Item 2-Changes in Securities."

Item 3.  Controls and Procedures

         Our management, under the supervision and with the participation of the
principal executive officer and principal  financial officer,  has evaluated the
effectiveness  of our  controls  and  procedures  related to our  reporting  and
disclosure  obligations  as of March 31,  2004,  which is the end of the  period
covered by this Quarterly Report on Form 10-QSB.  Based on that evaluation,  the
principal  executive officer and principal financial officer have concluded that
our  disclosure  controls  and  procedures  are  sufficient  to provide that (a)
material information relating to us, including our consolidated subsidiaries, is
made known to these officers by our consolidated  subsidiaries' other employees,
particularly  material information related to the period for which this periodic
report is being  prepared;  and (b) this  information  is  recorded,  processed,
summarized,  evaluated  and  reported,  as  applicable,  within the time periods
specified  in the rules and forms  promulgated  by the  Securities  and Exchange
Commission.

         There were no changes that  occurred  during the fiscal  quarter  ended
March 31,  2004 that  have  materially  affected,  or are  reasonable  likely to
materially affect, our internal controls over financial reporting.


PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

         I-trax, through its acquisition of CHD Meridian Healthcare,  is a party
to certain  legal  actions and claims on a variety of matters  incidental to the
merged companies' ordinary course business.  No such action or claim exceeds 10%
of the merged companies' current assets.

Item 2.  Changes in Securities and Small Business Issuer's Purchases of
         Securities

Changes in Securities

         We  acquired  CHD  Meridian  Healthcare  effective  March 19, 2004 in a
two-step merger transaction  pursuant to a Merger Agreement dated as of December
26, 2003, as amended. To acquire CHD Meridian Healthcare common stock, we issued
a total of 10,000,000  shares of common stock and 400,000 shares of our Series A
Convertible Preferred Stock (200,000 of which were subsequently  redeemed) to 22
CHD Meridian  Healthcare  stockholders  and  deposited  3,859,200  shares of our
common stock into escrow. Each share of Series A Convertible  Preferred Stock is
convertible into 10 shares of our common stock at an initial conversion price of
$2.50 per share.  In undertaking  this issuance,  we relied on an exemption from
registration  under Section 4(2) of the Securities  Act of 1933, as amended,  or
Securities Act.

         On March 19, 2004 we completed a private  placement of 1,000,000 shares
of Series A Convertible  Preferred Stock at $25 per share. We realized  proceeds
of $25,000,000,  net of approximately  $1,500,000 in placement agent commissions
and approximately  $1,300,000 in transaction  related  expenses.  Each of the 49
participants in this private placement is an accredited investor. In undertaking
this issuance, we relied on an exemption from registration under Section 4(2) of
the Securities Act.

         Effective  as of March 19,  2004,  we issued  warrants  to  acquire  an
aggregate of 492,000  shares of our common  stock at an exercise  price of $2.50
per share to two placement agents that assisted us with the Series A Convertible
Preferred  Stock  private  placement  referred to above.  Each of the  placement
agents is an accredited investor.  In undertaking this issuance, we relied on an
exemption from registration under Section 4(2) of the Securities Act.

         On February 25, 2003, an investor  exercised warrants to acquire 24,278
shares of our common stock at an exercise  price of $0.75 per share.  In lieu of
paying the exercise  price in cash,  the investor  used the  warrants'  cashless
exercise  feature,  so that the investor  received  19,922  shares of our common
stock and surrendered to us for



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<PAGE>

cancellation 4,356 shares of our common stock. In undertaking this issuance,  we
relied on an exemption  from  registration  under Section 4(2) of the Securities
Act.

         On March 9, 2004,  an investor  exercised  warrants  to acquire  10,000
shares of our common stock by paying the exercise price of $3.00 per share.  The
investor is an accredited investor.  In undertaking this issuance,  we relied on
an exemption from registration under Section 4(2) of the Securities Act.

         On March 22, 2004, an investor  exercised  warrants to acquire  125,000
shares of our common stock at an exercise  price of $1.50 per share.  In lieu of
paying the exercise  price in cash,  the investor  used the  warrants'  cashless
exercise  feature,  such that the investor  received 82,536 shares of our common
stock and surrendered to us for cancellation  42,464 shares of our common stock.
The investor is an accredited investor.  In undertaking this issuance, we relied
on an exemption from registration under Section 4(2) of the Securities Act.

         On March 22, 2004, two investors  exercised  warrants to acquire 10,000
shares of our common stock each at an exercise price of $1.76 per share. In lieu
of paying the exercise price in cash, each investor used the warrants'  cashless
exercise  feature,  such that each investor  received 6,014 shares of our common
stock and each  surrendered  to us for  cancellation  3,986 shares of our common
stock.  Each of the investors is an accredited  investor.  In undertaking  these
issuances, we relied on an exemption from registration under Section 4(2) of the
Securities Act.

         On various  dates  between  February 9 and March 15, 2004,  an investor
converted  amounts  outstanding  under a debenture  into  427,106  shares of our
common  stock at the  conversion  price of $1.75 per share.  The  investor is an
accredited  investor.  In undertaking  this issuance,  we relied on an exemption
from registration under Section 4(2) of the Securities Act.

         Effective  March 31, 2004, an investor  converted  amounts  outstanding
under a  convertible  promissory  note into 70,532 shares of our common stock at
the conversion price of $1.50 per share. The investor is an accredited investor.
In undertaking this issuance,  we relied on an exemption from registration under
Section 4(2) of the Securities Act.

Purchases of Securities

         None.

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

         We held a special meeting of stockholders in Philadelphia, Pennsylvania
on March 17, 2004. Of the 13,952,376  shares  outstanding as of the record date,
9,024,235  shares were present or represented  by proxy at the meeting.  At this
meeting the following actions were voted upon:

         (1) To approve the  issuance of up to  13,859,200  shares of our common
stock  and  400,000  shares  of our  Series  A  Convertible  Preferred  Stock in
connection with the merger agreement among I-trax,  CHD Meridian  Healthcare and
two I-trax subsidiaries:

                  For                  Against               Abstain
          --------------------- ----------------------- -------------------
               8,999,195                2,840                 22,200



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<PAGE>



         (2) To approve  the merger of DCG  Acquisition,  Inc.,  a wholly  owned
subsidiary of I-trax, with and into CHD Meridian Healthcare:

                  For                  Against               Abstain
          --------------------- ----------------------- -------------------
               9,008,795                2,500                 12,940

         (3)  To  approve  the  sale  of up to  1,100,000  shares  of  Series  A
Convertible Preferred Stock:

                  For                  Against               Abstain
          --------------------- ----------------------- -------------------
               8,994,795                16,740                12,700

         (4) To ratify and approve the  issuance,  in a private  placement  that
closed on October 31, 2003, of 1,400,000  shares of common stock and warrants to
purchase  840,000  shares of common  stock and  approval of the  issuance of the
840,000 shares of common stock upon the exercise of such warrants:

                  For                  Against               Abstain
          --------------------- ----------------------- -------------------
               8,936,970                45,740                41,525


Item 6.           Exhibits and Reports on Form 8-K

(a)      Exhibits

         10.1     Lease  Agreement  dated  January 2002 between  Burton Hills IV
                  Partnership and Meridian Occupational  Healthcare  Associates,
                  Inc., d/b/a CHD Meridian Healthcare.

         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  under  Items 5 and 7 with the
Securities  and  Exchange  Commission  on February  3, 2004 to disclose  certain
material  information  about the proposed CHD Meridian  Healthcare  acquisition,
including the consolidated  financial  statements of CHD Meridian Healthcare for
the nine months ended  September  30, 2003 and 2002 and the pro forma  condensed
combined financial statements of I-trax and CHD Meridian Healthcare for the nine
months ended September 30, 2003 and the year ended December 31, 2002.

         We  furnished  a current  report on Form 8-K under Items 7, 9 and 12 to
the  Securities  and Exchange  Commission on March 25, 2004 to report results of
operations and financial condition and certain Regulation FD disclosures.

         We filed a  current  report  on Form 8-K  under  Items 2 and 7 with the
Securities and Exchange  Commission on March 30, 2004 to report the  acquisition
of CHD Meridian Healthcare.


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                                    SIGNATURE

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


                                  I-TRAX, INC.

Date: May 13, 2004                            By: /s/  Frank A. Martin
                                                  ----------------------------
                                               Name:   Frank A. Martin
                                              Title:   Chief Executive Officer



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