**United
      States**


**Securities
      and Exchange Commission**


**Washington,
      D.C. 20549**





**FORM
      10-Q**





[X]
            QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934For
                the quarterly period ended: June 30, 2007OR[   ]
            TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934For
                the transition period from ___________ to _____________Commission
                File Number: 001-31584





**I-TRAX,
      INC.**


(Exact
      name of registrant as specified in its charter)





**Delaware**
            
            **23-3057155**(*State
                or Other Jurisdiction of*
              *Incorporation
                or Organization*)
            
            (*I.R.S.
                Employer*
              *Identification
                Number*)





**4
                Hillman Drive, Suite 130**
              **Chadds
                Ford, Pennsylvania**
            
            **19317**(*Address
                of principal executive offices*)
            
            (*Zip
                Code*)





**(610)
      459-2405**


(*Registrant’s
      telephone number, including area code*)





Indicate
      by check mark whether the
      registrant (1) has filed all reports required to be filed by Section 13 or
      15(d)
      of the Securities Exchange Act of 1934 during the preceding 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.  [X] Yes  [   ] No





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer.  See definition of
“accelerated filer” and large accelerated filer in Rule 12b-2 of Securities
      Exchange Act.  (Check one):





Large
                accelerated filer [   ]
            Accelerated
                filer [X]
            Non-Accelerated
                filer [   ]





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of Securities Exchange Act). [   ] Yes  [X]
      No





As
      of
      July 26, 2007, there were 40,929,729 shares of the registrant’s $0.001 par value
      common stock outstanding.
















**TABLE
      OF CONTENTS**





**Item**
            
            **Page****Part
                I - Financial Information**1.
            Financial
                Statements
            1Report
                of
                Independent Registered Public Accounting Firm
            1Condensed
                Consolidated Balance Sheet at June 30, 2007
              and
                December 31, 2006
            2Condensed
                Consolidated Statements of Operations for the
                three and
              six
                month periods ended June 30, 2007 and
                2006
            3Condensed
                Consolidated Statements of Cash Flows for the six month
              period
                ended June 30, 2007 and 2006
            4Notes
                to
                Condensed Consolidated Financial Statements
            52.
            Management’s
                Discussion and Analysis of Financial Condition
                and Results of Operations
            143.
            Quantitative
                and Qualitative Disclosures About Market
                Risk
            234.
            Controls
                and Procedures
            23**Part
                II – Other Information**1.
            Legal
                Proceedings
            241A.
            Risk
                Factors
            242.
            Unregistered
                Sales of Equity Securities and Use of
                Proceeds
            243.
            Defaults
                Upon Senior Securities
            254.
            Submission
                of Matters to a Vote of Security
                Holders
            255.
            Other
                Information
            266.
            Exhibits
            27













**PART
      I.                      FINANCIAL
      INFORMATION**





**Item
      1.                 Financial
      Statements**





**Report
      of Independent Registered Public Accounting Firm**




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




We
      have
      reviewed the accompanying condensed consolidated balance sheet of I-trax, Inc.
      (a Delaware corporation) and Subsidiaries as of June 30, 2007, and the related
      condensed consolidated statements of operations for the three and six month
      periods ended June 30, 2007 and 2006, and the related condensed consolidated
      statements of cash flows for the six month periods ended June 30, 2007 and
      2006.  These interim financial statements are the responsibility of
      the company’s management.




We
      conducted our reviews in accordance with the standards of the Public Company
      Accounting Oversight Board (United States).  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 standards of the Public Company Accounting Oversight Board,
      the
      objective of which is the expression of an opinion regarding the consolidated
      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 consolidated financial statements referred to above for them
      to
      be in conformity with United States generally accepted accounting
      principles.




We
      have
      previously audited, in accordance with standards of the Public Company
      Accounting Oversight Board (United States), the consolidated balance sheet
      as of
      December 31, 2006, and the related consolidated statements of operations,
      stockholders’ equity and cash flows, for the year then ended (not presented
      herein); and in our report dated March 10, 2007, we expressed an unqualified
      opinion on those consolidated financial statements.  In our opinion,
      the information set forth in the accompanying condensed consolidated balance
      sheet as of December 31, 2006, 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


August
      9,
      2007






1




**I-TRAX,
      INC. AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED BALANCESHEET**


***(in
      thousands, except share data)***





**ASSETS****June
                30, 2007 (Unaudited)**
            
            
            December
                31, 2006Current
                assetsCash
                and cash
                equivalents
            
            **$**
            **7,134**
            
            
            $
            6,558Accounts
                receivable,
                net
            
            ****
            **26,420**
            
            
            
            21,704Other
                current
                assets
            
            ****
            **1,096**
            
            
            
            1,526Total
                current
                assets
            
            ****
            **34,650**
            
            
            
            29,788Property
                and equipment, net
            
            ****
            **3,512**
            
            
            
            3,377Goodwill
            
            ****
            **51,620**
            
            
            
            51,620Customer
                list, net
            
            ****
            **17,417**
            
            
            
            18,159Other
                intangible assets, net
            
            ****
            **225**
            
            
            
            402Other
                long term assets
            
            ****
            **41**
            
            
            
            41Total
                assets
            
            **$**
            **107,465**
            
            
            $
            103,387**LIABILITIES
                AND STOCKHOLDERS’ EQUITY**Current
                liabilitiesAccounts
                payable
            
            **$**
            **8,400**
            
            
            $
            10,376Accrued
                payroll and
                benefits
            
            ****
            **4,479**
            
            
            
            4,444Accrued
                restructuring
                charges
            
            ****
            **--**
            
            
            
            118Other
                current
                liabilities
            
            ****
            **8,628**
            
            
            
            11,627Total
                current
                liabilities
            
            ****
            **21,507**
            
            
            
            26,565Senior
                secured credit facility
            
            ****
            **14,398**
            
            
            
            9,057Note
                payable
            
            ****
            **99**
            
            
            
            129Other
                long term liabilities
            
            ****
            **2,805**
            
            
            
            1,945Total
                liabilities
            
            ****
            **38,809**
            
            
            
            37,696Commitments
                and contingenciesStockholders’
                equityPreferred
                stock - $.001 par
                value, 2,000,000 shares authorized,
              241,285
                and 559,101 issued and outstanding, respectively;
              Liquidation
                preference: $6,032,000 and $13,978,000 at June 30,
              2007
                and December 31, 2006, respectively
            
            ****
            **--**
            
            
            
            1Common
                stock - $.001 par value,
                100,000,000 shares authorized
              40,929,729
                and 36,613,707 shares issued and outstanding,
              respectively
            
            ****
            **40**
            
            
            
            35Additional
                paid in
                capital
            
            ****
            **139,673**
            
            
            
            136,623Accumulated
                deficit
            
            ****
            **(71,057**
            **)**
            
            
            (70,968
            )Total
                stockholders’
                equity
            
            ****
            **68,656**
            
            
            
            65,691Total
                liabilities and stockholders’ equity
            
            **$**
            **107,465**
            
            
            $
            103,387




The
      accompanying notes are an integral
      part of these financial statements.






2




**I-TRAX,
      INC. AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS**


**(Unaudited)**


***(in
      thousands, except share data)***





**Three
                months ended June 30**
            
            
            **Six
                months ended June 30****2007**
            
            
            **2006**
            
            
            **2007**
            
            
            **2006**Net
                revenue
            
            **$**
            **34,537**
            
            
            $
            30,042
            
            
            **$**
            **68,087**
            
            
            $
            60,567Costs
                and expensesOperating
                expenses
            
            ****
            **26,264**
            
            
            
            22,785
            
            
            ****
            **51,663**
            
            
            
            46,228General
                and administrative
                expenses
            
            ****
            **7,611**
            
            
            
            5,926
            
            
            ****
            **14,675**
            
            
            
            11,918Depreciation
                and
                amortization
            
            ****
            **1,039**
            
            
            
            828
            
            
            ****
            **1,849**
            
            
            
            1,687Total
                costs and expenses
            
            ****
            **34,914**
            
            
            
            29,539
            
            
            ****
            **68,187**
            
            
            
            59,833Operating
                income (loss)
            
            ****
            **(377**
            **)**
            
            
            503
            
            
            ****
            **(100**
            **)**
            
            
            734Other
                expenses (income)Other
                income (Note
                10)
            
            ****
            **(1,419**
            **)**
            
            
            --
            
            
            ****
            **(1,419**
            **)**
            
            
            --Interest
                expense
            
            ****
            **163**
            
            
            
            115
            
            
            ****
            **308**
            
            
            
            229Amortization
                of financing
                costs
            
            ****
            **--**
            
            
            
            57
            
            
            ****
            **58**
            
            
            
            113Total
                other expenses (income)
            
            ****
            **(1,256**
            **)**
            
            
            172
            
            
            ****
            **(1,053**
            **)**
            
            
            342Income
                before provision for income taxes
            
            ****
            **879**
            
            
            
            331
            
            
            ****
            **953**
            
            
            
            392Provision
                for income taxes
            
            ****
            **197**
            
            
            
            90
            
            
            ****
            **279**
            
            
            
            180Net
                income
            
            ****
            **682**
            
            
            
            241
            
            
            ****
            **674**
            
            
            
            212Less
                preferred stock dividend
            
            ****
            **(137**
            **)**
            
            
            (283
            )
            
            ****
            **(346**
            **)**
            
            
            (620
            )Net
                income (loss) applicable to common stockholders
            
            **$**
            **545**
            
            
            $
            (42
            )
            
            **$**
            **328**
            
            
            $
            (408
            )Earnings
                (loss) per common share:Basic
            
            **$**
            **0.01**
            
            
            $
            0.00
            
            
            **$**
            **0.01**
            
            
            $
            (0.01
            )Diluted
            
            **$**
            **0.01**
            
            
            $
            0.00
            
            
            **$**
            **0.01**
            
            
            $
            (0.01
            )Weighted
                average number of shares outstanding:Basic
            
            ****
            **40,447,566**
            
            
            
            36,356,928
            
            
            ****
            **39,425,271**
            
            
            
            35,576,926Diluted
            
            ****
            **42,793,190**
            
            
            
            36,356,928
            
            
            ****
            **41,758,031**
            
            
            
            35,576,926










The
      accompanying notes are an integral part of these financial
      statements.








3




**I-TRAX,
      INC. AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH
      FLOWS**


**(Unaudited)**


***(in
      thousands)***





**Six
                months ended June 30****2007**
            
            
            2006Operating
                activities:Net
                income
            
            **$**
            **674**
            
            
            $
            212Adjustments
                to reconcile net
                income to net cash used in operating activities:Stock
                issued as bonus
                compensation (Note 7)
            
            ****
            **31**
            
            
            
            --Stock
                based
                compensation
            
            ****
            **819**
            
            
            
            556FIN
                48
                Liability
            
            ****
            **99**
            
            
            
            --Accrued
                loss on
                contracts
            
            ****
            **--**
            
            
            
            (306
            )Depreciation
                and
                amortization
            
            ****
            **1,849**
            
            
            
            1,687Modification
                of
                warrants
            
            ****
            **--**
            
            
            
            57Issuance
                of stock below market
                value
            
            ****
            **--**
            
            
            
            73Issuance
                of warrants for
                services
            
            ****
            **47**
            
            
            
            44Amortization
                of financing
                costs
            
            ****
            **58**
            
            
            
            113Changes
                in operating assets and
                liabilities:Accounts
                receivable
            
            ****
            **(4,716**
            **)**
            
            
            (465
            )Other
                current
                assets
            
            ****
            **430**
            
            
            
            (688
            )Accounts
                payable
            
            ****
            **(1,977**
            **)**
            
            
            (208
            )Accrued
                payroll and
                benefits
            
            ****
            **35**
            
            
            
            211Accrued
                restructuring
                charges
            
            ****
            **(118**
            **)**
            
            
            (194
            )Other
                current
                liabilities
            
            ****
            **(1,365**
            **)**
            
            
            (1,261
            )Other
                long term
                liabilities
            
            ****
            **--**
            
            
            
            (5
            )Net
                cash used in operating activities
            
            ****
            **(4,134**
            **)**
            
            
            (174
            )Investing
                activities:Purchases
                of property and
                equipment
            
            ****
            **(1,115**
            **)**
            
            
            (713
            )Acquisition
                of intangible
                assets
            
            ****
            **(10**
            **)**
            
            
            (4
            )Net
                cash used in investing activities
            
            ****
            **(1,125**
            **)**
            
            
            (717
            )Financing
                activities:Proceeds
                from option
                exercises
            
            ****
            **524**
            
            
            
            120Proceeds
                from stock
                issuance
            
            ****
            **--**
            
            
            
            58Issuance
                of (repayment of) note
                payable
            
            ****
            **(30**
            **)**
            
            
            157Proceeds
                from exercise of
                warrants
            
            ****
            **--**
            
            
            
            22Proceeds
                from bank credit
                facility
            
            ****
            **5,341**
            
            
            
            1,578Net
                cash provided by financing activities
            
            ****
            **5,835**
            
            
            
            1,935Net
                increase in cash and cash equivalents
            
            ****
            **576**
            
            
            
            1,044Cash
                and cash equivalents at beginning of period
            
            ****
            **6,558**
            
            
            
            5,386Cash
                and cash equivalents at end of period
            
            **$**
            **7,134**
            
            
            $
            6,430Supplemental
                disclosure of cash flow information:Cash
                paid during the period
                for:Interest
            
            **$**
            **414**
            
            
            $
            328Income
                taxes
            
            **$**
            **154**
            
            
            $
            295Schedule
                of non-cash investing and financing activities:Modification
                of
                warrants
            
            **$**
            **--**
            
            
            $
            57Stock
                issuance below market
                value
            
            **$**
            **--**
            
            
            $
            73Issuance
                of warrants for
                services
            
            **$**
            **47**
            
            
            $
            44Preferred
                stock
                dividend
            
            **$**
            **346**
            
            
            $
            620Conversion
                of accrued dividends
                to common stock
            
            **$**
            **1,878**
            
            
            $
            1,112





The
      accompanying notes are an integral part of these financial
      statements.







4


**I-TRAX,
        INC. AND SUBSIDIARIES**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL
        STATEMENTS**
 **(Unaudited)**
 ***($
        in thousands, except per share amounts)***




**1.  Organization**




I-trax,
      Inc. offers integrated workplace health and productivity management
      solutions.  We operate on-site health centers which deliver primary
      care, pharmacy care management, acute care corporate health, and occupational
      health as well as disease, wellness and lifestyle management
      programs.  We enhance the services we offer at our on-site centers
      with larger scale disease management and wellness programs that use telephonic
      and e-health tools and which benefit from the trusted relationships established
      with patients by our clinicians at the worksite.  We are focused on
      helping our customers achieve employer of choice status, making the workplace
      safer, and improving the quality of care and productivity of the workforce
      while
      mitigating healthcare costs.




We
      conduct on-site services through CHD Meridian Healthcare, LLC, a Delaware
      limited liability company (**“CHD Meridian LLC”**), and its
      subsidiary companies, and our disease management and wellness programs through
      Continuum Health Management Solutions, LLC, a Delaware limited liability
      company, and I-trax Health Management Solutions, Inc., a Delaware
      corporation.




Physician
      services at our 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 our on-site services, including the development of
      professional standards, policies, and procedures.  We provide a wide
      array of business services to the Physician Groups, including administrative
      services, support personnel, facilities, marketing, insurance, and other
      non-medical services.




**2.  Basis
      of Presentation and Interim Results**




The
      condensed consolidated financial statements include the accounts of I-trax,
      Inc.
      and its subsidiaries.  We have prepared these statements without
      audit, pursuant to the rules and regulations of the Securities and Exchange
      Commission.




Certain
      information and footnote disclosures normally included in annual financial
      statements prepared in accordance with generally accepted accounting principles
      have been condensed or omitted pursuant to such rules and
      regulations.  We believe that the disclosures are adequate to make the
      financial information presented not misleading.  These condensed
      consolidated financial statements should be read in conjunction with the audited
      consolidated financial statements and the notes thereto included in the our
      Annual Report on Form 10-K for the year ended December 31, 2006, filed with
      the
      Securities and Exchange Commission on March 16, 2007 (“**2006 Annual
      Report**”).  All adjustments were of a normal recurring nature
      unless otherwise disclosed.  In the opinion of management, all
      adjustments necessary for a fair statement of the results of operations for
      the
      interim period have been included.  The results of operations for such
      interim periods are not necessarily indicative of the results for the full
      year.




All
      material intercompany accounts and transactions have been
      eliminated.  The financial statements of the Physician Groups are
      consolidated with CHD Meridian LLC in accordance with the nominee shareholder
      model of Emerging Issues Task Force (“**EITF**”) Issue No. 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.






5




**I-TRAX,
        INC. AND SUBSIDIARIES**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **(Unaudited)**
 ***($
        in thousands, except per share amounts)***




Consolidation
      of the Physician Groups with CHD Meridian LLC, and consequently, with I-trax,
      Inc. is necessary to present fairly the financial position and results of our
      operations.  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 June 30, 2007 or December 31,
      2006.




We
      record
      pass-through pharmaceutical purchases on a net basis in compliance with EITF
      Issue No. 99-19, *Reporting Gross Revenue as a Principal vs. Net as an
      Agent*.  The amounts of pass-through pharmaceuticals purchased by
      us for the three month period ended June 30, 2007 and 2006 were $37,698 and
      $37,783, respectively, and for the six months ended June 30, 2007 and 2006
      were
      $76,803 and $75,225, respectively.




**3. 
      Initial Adoption of FIN 48**




We
      adopted the provisions of Financial Accounting Standards Board
      (**“FASB”**) Interpretation No. 48, *Accounting for Uncertainty
      in Income Taxes – an interpretation of FASB Statement No. 109* (**“FIN
      48”**), on January 1, 2007.  This interpretation increases the
      relevancy and comparability of financial reporting by clarifying the way
      companies account for uncertainty in income taxes.  FIN 48 prescribes a
      consistent recognition threshold and measurement attribute, as well as clear
      criteria for subsequently recognizing, derecognizing and measuring such tax
      positions for financial statement purposes.  The interpretation also
      requires expanded disclosure with respect to the uncertainty in income taxes.
       As a result of the implementation of FIN 48, we recognized approximately
      $761 as a liability for unrecognized tax benefits, including estimated interest
      and penalties of $135.  This amount was included in other long-term
      liabilities on our condensed consolidated balance sheet as of March 31,
      2007.  We recorded a corresponding increase in our opening
      accumulated deficit of $761.  During
      the six months ended June 30, 2007, total unrecognized tax benefits increased
      to
      $860.  The increase is the result of additional uncertainties identified
      subsequent to the adoption date.  Cumulative potential interest and
      penalties accrued related to unrecognized tax benefits at June 30, 2007 totaled
      $165.




Wefile income tax
      returns in the U.S. federal jurisdiction andnumerous state and local
      jurisdictions.  With
      few exceptions, we are no longer subject to U.S. federal examinations by tax
      authorities for years before 2003 and state and local income tax examinations
      by
      tax authorities for years before 2001.The New York Department
      of Revenue is currently examining state income tax returns for one of our
      subsidiaries for years 2003 through 2005.  The results of this
      examination are not expected to have a material impact on our financial position
      or results of operations.




**4.**Net
      Income (Loss) Per Share**




We
      present both basic and diluted income (loss) per share on the face of the
      consolidated statements of operations.  As provided by Statement of
      Financial Accounting Standards (**“SFAS”**) No. 128, *Earnings
      per Share*, basic income (loss) per share is calculated as income available
      to common stockholders divided by the weighted average number of shares
      outstanding during the period.  Diluted income (loss) per share
      reflects the potential dilution that could occur from common shares issuable
      through stock options, warrants and convertible preferred stock.






6




**I-TRAX,
        INC. AND SUBSIDIARIES**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **(Unaudited)**
 ***($
        in thousands, except per share amounts)***




The
      following shares issuable upon exercise of options, warrants, and convertible
      securities were excluded from the diluted income (loss) per share computation
      because their effect would be anti-dilutive for the three and six months ended
      June 30:




**2007**
            
            **2006**Series
                A Convertible Preferred Stock
            2,412,850
            
            5,599,600Warrants
            400,000
            
            2,904,603Stock
                options
            1,087,861
            
            3,431,316Anti-dilutive
                shares
            3,900,711
            
            11,935,519




**5.  Long
      Term Debt**




On
      June
      29, 2007, we amended our senior credit facility with Bank of America, N.A.
      to:




·
            Increase
                the amount we can borrow under the facility to $20,000, comprised
                of the
                existing $15,000 revolving loan facility and a new, separate $5,000
                loan
                facility **(“Swingline Commitment”**) which is not subject to
                a borrowing base limitation; however, the total Swingline Commitment
                will
                be reduced by $313 on April 1, 2008 and on the first day of each
                succeeding July, October, January, and April
                thereafter;




·
            Extend
                the facility maturity date, covering both components of the facility,
                until July 1, 2009;




·
            Amend
                certain financial covenants required under the facility;
                and




·
            Reduce
                the interest rate spread and commitment fee under the facility by
                one
                percent and 1/8th
                percent,
                respectively.




We
      use
      the facility to finance operations, which includes the purchase of
      pharmaceuticals on a pass-through basis for the benefit of our pharmacy
      clients.  Borrowings under the facility are secured by substantially
      all of our tangible assets and bear interest at rates specified in the credit
      agreement.




At
      June
      30, 2007 and December 31, 2006, we had $11,898 and $9,057, respectively, of
      debt
      outstanding under the revolving loan facility.  We also had $2,500
      outstanding under our Swingline Commitment at June 30, 2007.  At June
      30, 2007, the interest rate applicable under the revolving loan facility was
      8.3%.  In addition, at June 30, 2007, $1,000 of the facility was
      outstanding to secure a standby letter of credit, which reduces the amount
      available under the facility for borrowings.  Availability under the
      revolving loan facility was $2,102 and $4,943 at June 30, 2007 and December
      31,
      2006, respectively.  As of June 30, 2007, we were in compliance with
      our facility covenants, including covenants measuring: (1) our fixed charges
      coverage ratio, (2) our ratio of funded indebtedness to earnings before income,
      taxes, depreciation and amortization, (3) our funded indebtedness to
      capitalization, and (4) minimum stockholders’ equity amounts.






7




**I-TRAX,
        INC. AND SUBSIDIARIES**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **(Unaudited)**
 ***($
        in thousands, except per share amounts)***




**6.  Stockholders’
      Equity**




**Preferred
      Stock**




We
      have
      2,000,000 authorized shares of preferred stock.  As of June 30, 2007,
      241,285 shares of Series A Convertible Preferred Stock were issued and
      outstanding.  Each share of Series A Convertible Preferred Stock is
      convertible, at any time, into 10 shares of common stock, has a liquidation
      preference of $25.00 per share, the original purchase price, and accrues
      dividends on that amount at a rate of 8% per year.  Dividends are
      payable, at our option, in cash or common stock, and only upon the liquidation
      or conversion of the Series A Convertible Preferred Stock into common
      stock.  We recorded $1,584 and $3,116 in accrued dividends at
      June 30, 2007 and December 31, 2006, respectively, which amounts are included
      in
      other current liabilities on the consolidated balance sheet.




During
      the second quarter of 2007, stockholders converted 50,466 shares of Series
      A
      Convertible Preferred Stock into 504,656 shares of common stock, and 76,220
      shares of common stock were issued to satisfy the dividends accrued on the
      converted shares.




**Warrants**




The
      following table summarizes our warrant activity:




**Shares
                Underlying Warrants**Outstanding
                at December 31, 2006
            
            2,508,611Exercised
            
            (482,000
            )Outstanding
                at March 31, 2007
            
            2,026,611Exercised
            
            (261,050
            )Outstanding
                at June 30, 2007
            
            1,765,561




At
      June
      30, 2007, the outstanding warrants were exercisable at a weighted average
      exercise price of $2.97 per share.




**7.  Share
      Based Compensation**




As
      of
      June 30, 2007, the 2000 Equity Compensation Plan and the Amended and Restated
      2001 Equity Compensation Plan (collectively, the **“Plans”**)
      authorize us to grant or issue up to 5,100,000 stock options or restricted
      stock
      shares.  The number of shares authorized for issuance under the 2001
      Plan increases automatically on the first day of each year by 300,000
      shares.  Under the terms of the Plans, awards may be granted to our
      employees, officers, directors, and certain consultants and
      advisors.  At June 30, 2007, a total of 1,339,369 shares were
      available for future grants under the Plans.




Our
      outstanding stock options generally have a 10-year term.  Outstanding
      stock options issued to employees generally vest over three years, and
      outstanding stock options issued to directors vest over two
      years.  Share awards generally vest based upon continued employment
      (time-based).






8




**I-TRAX,
        INC. AND SUBSIDIARIES**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **(Unaudited)**
 ***($
        in thousands, except per share amounts)***




Prior
      to
      2003, we also granted stock options outside of the Plans.  As of June
      30, 2007, 163,000 non-plan options were outstanding.  Non-plan options
      have terms similar to options granted pursuant to Plans, including exercise
      price, vesting and exercise terms.




Effective
      January 1, 2006, we adopted the fair value recognition provisions of SFAS No.
      123 (revised 2004), *Share-Based Payment* (**“SFAS
      123R”**), using the modified prospective transition
      method.  See Note 2, *Summary of Significant Accounting
      Policies*, in our 2006 Annual Report.




During
      the three months ended June 30, 2007 and 2006, we recorded $819 and $556,
      respectively, of share-based compensation as a component of general and
      administrative expenses in accordance with SFAS 123R.




Stock
      option activity during 2007 was as follows:




**Stock
                Options**
            
            **Weighted-
                Average Exercise Price**
              **per Share**
            
            **Weighted-
                Average Remaining Contractual
                Term (in years)**
            
            **Aggregate
                Intrinsic Value**(1)Outstanding
                on December 31, 2006
            
            4,273,434
            
            
            $
            2.02Granted
            
            106,000Exercised
            
            (279,153
            )Forfeited
            
            (50,010
            )Outstanding
                on March 31, 2007
            
            4,050,271
            
            
            $
            2.10Granted
            
            --Exercised
            
            (46,935
            )Forfeited
            
            (47,000
            )Outstanding
                on June 30, 2007
            
            3,956,336
            
            
            $
            $2.10
            
            
            7.62
            
            
            $
            8,249Vested
                and exercisable on June 30, 2007
            
            2,435,712
            
            
            $
            1.77
            
            
            6.93
            
            
            $
            5,950




(1)
            Calculated
                using $4.16, the closing price of I-trax common stock (Amex: DMX)
                on June
                29, 2007.




The
      aggregate intrinsic value of stock options (the amount by which the market
      price
      of the stock on the date of exercise exceeded the exercise price of the option)
      exercised during the three months ended June 30, 2007 was $115.  Net
      cash proceeds from the exercise of stock options were $85 for the second quarter
      of 2007.  No tax benefit has been recognized due to accumulated net
      operating losses.




Below
      is
      a summary of our non-vested stock option activity for the six months ended
      June 30, 2007:




**Number
                of**
              **Shares**
            
            **Weighted-Average**
              **Grant
                Date**
              **Fair
                Value**Non-vested
                at December 31, 2006
            2,006,099
            
            $1.45Granted
            106,000
            
            $2.31Vested
            (511,130
            )
            $1.06Forfeited
            (80,345
            )
            $1.22Non-vested
                at June 30, 2007
            1,520,624
            
            $1.64






9




**I-TRAX,
        INC. AND SUBSIDIARIES**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **(Unaudited)**
 ***($
        in thousands, except per share amounts)***




At
      June
      30, 2007, there was $1,756 of unrecognized compensation expense related to
      stock
      options that is expected to be recognized over a weighted-average period of
      1.89
      years.  Our assumptions used in estimating forfeiture rates are
      reviewed each reporting period and the total value of the awards is adjusted
      accordingly.




Information
      regarding options outstanding at June 30, 2007 was as follows:




**Options
                Outstanding**
            
            **Options
                Exercisable****Range
                of**
              **Exercise**
              **Price**
            
            **Number**
              **Outstanding**
            
            **Weighted
                Average**
              **Remaining**
              **Contractual
                Life**
            
            **Weighted**
              **Average**
              **Exercise
                Price**
            
            **Number**
              **Exercisable**
            
            **Weighted**
              **Average**
              **Exercise**
              **Price**$0.01-$2.00
            
            2,397,012
            
            7.44
            
            $       1.40
            
            1,971,527
            
            $       1.34$2.01-$4.00
            
            1,493,263
            
            8.06
            
            $       3.06
            
            398,124
            
            $       2.89$4.01-$6.00
            
            39,361
            
            4.37
            
            $       4.76
            
            39,361
            
            $       4.76$6.01-$8.00
            
            16,100
            
            4.55
            
            $       6.19
            
            16,100
            
            $       6.19$8.01-$10.00
            
            10,600
            
            3.60
            
            $     10.00
            
            10,600
            
            $     10.003,956,336
            
            7.62
            
            $       2.10
            
            2,435,712
            
            $       1.77




Restricted
      stock grants consist of our common stock and typically vest over three
      years.  The fair value of each restricted share grant is equal to the
      market price of our common stock at the date of grant using fair market
      value.  Expense relating to restricted shares is amortized ratably
      over the vesting period.




A
      summary
      of our restricted stock activity and related information during the six month
      period ending June 30, 2007 is as follows:




**Number**
              **of
                Shares**
            
            **Weighted-Average**
              **Grant
                Date**
              **Fair
                Value**Outstanding
                at December 31, 2006
            104,840
            
            $3.08Granted
            4,500
            
            $3.73Forfeited
            (5,710
            )
            $3.09Outstanding
                at June 30, 2007
            103,630
            
            $3.11




At
      June
      30, 2007, there was $220,000 of unrecognized compensation expense related to
      restricted stock grants that is expected to be recognized over a
      weighted-average period of 2.15 years.




**8.  Commitments
      and Contingencies**




**Litigation**




We
      are
      involved in legal disputes on a variety of matters in the ordinary course of
      business.  After reasonable diligence, we expect these matters will be
      resolved without a material adverse effect on our consolidated financial
      position or results of operations.  Further, after reasonable
      diligence, we believe that our estimated losses from such matters have been
      adequately reserved in other current and other long term liabilities to the
      extent probable and reasonably estimable.  Nonetheless, it is possible
      that our future results of operations for any particular quarterly or annual
      period may be materially affected by changes in such matters.  See
      Note 9, *Professional Liability and Related Reserves*, for further
      details.






10


**I-TRAX,
        INC. AND SUBSIDIARIES**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **(Unaudited)**
 ***($
        in thousands, except per share amounts)***




**Compliance
      with Healthcare Regulations**




Because
      we operate in the healthcare industry, we are subject to numerous laws and
      regulations of Federal, state, and local governments.  These laws and
      regulations include, but are not limited to, matters regarding licensure,
      accreditation, government healthcare program participation requirements,
      reimbursement for patient services, and Medicare and Medicaid fraud and
      abuse.  Government activity remains high with respect to
      investigations and allegations concerning possible violations of fraud and
      abuse
      laws and regulations by healthcare providers.  Violations of these
      laws and regulations could result in, among other things, expulsion from
      government healthcare programs, fines, penalties, and restitution for billed
      services.




We
      believe we are in compliance with laws and regulations applicable to our
      business.  Further, compliance with such laws and regulations in the
      future is subject to further government review, changing interpretations and
      other regulatory actions.  Accordingly, major changes in healthcare
      laws, regulations or regulatory interpretations may have an adverse effect
      on
      our future results of operations.




**Significant
      Customers**




One
      customer represented 28% and 19% of our trade accounts receivable at June 30,
      2007 and 2006, respectively. This customer also represented 12% and 13% of
      our net revenue for the three and six month periods ended June 30, 2007,
      respectively.




For
      both
      the three and six month periods ended June 30, 2007, an additional customer
      represented 13% of our net revenue.  This same customer accounted for
      13% of our net revenue for both the three and six month periods ended June
      30,
      2006.




**9.  Professional
      Liability and Related Reserves**




Since
      2004, we have secured professional and general liability insurance for certain
      of our direct and indirect subsidiaries through Green Hills Insurance Company,
      a
      Risk Retention Group (**“GHIC”**), incorporated as a subsidiary of
      CHD Meridian LLC under the laws of the State of Vermont.  GHIC
      provides professional and general liability insurance to I-trax, Inc., its
      subsidiaries, and the Physician Groups and professional liability insurance
      to
      our medical professionals.  The professional liability insurance is a
      claims-made policy, which covers claims made during a given period of time
      regardless of when the causable event occurred.  We purchase excess
      insurance to mitigate risk in excess of GHIC’s policy limits.  In years
      prior to 2004, we secured similar insurance in the commercial
      market.




The
      operations of GHIC are reflected in our consolidated financial
      statements.






11


**I-TRAX,
        INC. AND SUBSIDIARIES**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **(Unaudited)**
 ***($
        in thousands, except per share amounts)***




We
      maintain professional liability reserves as follows:




**Total**Reserves
                at December 31, 2006
            $          5,759Payments
            (777
            )Charged
                to operating expenses
            404Adjustment
                (1)
            (253
            )Reserves
                at March 31, 2007
            $          5,133Payments
            (87
            )Charged
                to operating expenses
            404Adjustment
                (1)
            (42
            )Reserves
                at June 30, 2007
            $          5,408




(1)       Represents
      changes in estimates of outstanding reported claims and unreported
      claims.




**Reported
      Claims**




Our
      reported claims reserves include our estimated exposure for claims pre-dating
      GHIC as well as claims that have been reported under GHIC’s
      policies.  These reserves are included in other current
      liabilities on our consolidated balance sheet.  These reserves are
      estimated using individual case-basis valuations, statistical analyses, and
      independent third-parties valuations.  These reserves represent our
      best estimate of the ultimate net cost of satisfying all obligations associated
      with the claims.  Our estimates are reviewed and adjusted as
      experience develops or new information becomes known.  We also record
      loss and loss adjustment expenses, which include changes in exposure estimates,
      related to reported claims on a monthly basis.  Any changes in
      estimates are reflected in operating expenses.  At June 30, 2007 and
      December 31, 2006, the reserves for reported claims included in other current
      liabilities on our consolidated balance sheet were $1,036 and $1,745,
      respectively.




**Unreported
      Claims**




We
      maintain additional reserves for potential claims that may be reported in the
      future.  On an annual basis, we use independent actuaries to estimate
      our exposure for unreported claims.  Our estimates are subject to the
      effects of trends in claim severity and frequency.  Although
      considerable variability is inherent in such estimates, management believes
      the
      reserves for losses and loss adjustment expenses are adequate.  The
      estimates are reviewed and adjusted as experience develops or new information
      becomes known and such adjustments are included in current
      operations.  Reserves for unreported claims that have been transferred
      to GHIC or relate to current operations are recorded as current
      liabilities.  Unreported claims reserves that have not yet been transferred
      to GHIC are included in other long-term liabilities.




At
      June
      30, 2007 and December 31, 2006, unreported claims reserves were $4,372 and
      $4,014, respectively.  Of these amounts, unreported claims exposure
      not transferred to GHIC of $1,638 was included in other long-term
      liabilities on our consolidated balance sheet.  The remaining
      amount is classified as other current liabilities.






12


**I-TRAX,
        INC. AND SUBSIDIARIES**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **(Unaudited)**
 ***($
        in thousands, except per share amounts)***




**10.  Insurance
      Policy Commutation**




We
      purchase excess insurance policies to mitigate risk in excess of GHIC’s policy
      limits as discussed in Note 9, *Professional Liability and Related
      Reserves*.  During the second quarter, we secured a new excess
      insurance policy.  We also allowed our old excess policy to
      expire.  The terms of our old excess policy allowed us to receive a
      refund of a portion of the premiums we paid during the policy
      period.  This absolutely and unconditionally released and discharged
      the insurer from and against any and all obligations to us for claims covered
      during the policy’s three year period.  Management does not believe
      this release impacts our exposure to insurance-related losses.




We
      have
      recorded a refund of premiums of $1,419 in other income on our consolidated
      income statements for the three and six months ended June 30,
      2007.  This amount is also included in accounts receivable on our
      balance sheet as of June 30, 2007.




**11.  Lease
      Amendment**




Under
      the
      terms of a Lease Agreement dated January 25, 2002, as amended on May 17, 2005,
      we lease from Burton Hills IV Investments, Inc. approximately 31,000 square
      feet
      of office space in Nashville, Tennessee for use as executive, administrative
      and
      sales offices.  The Lease Agreement expires in June 2010.




On
      June
      22, 2007, we entered into a Second Amendment to the Lease Agreement.  Under
      the Second Amendment, we agreed to relinquish the majority of the office
      space on May 1, 2008 in consideration of an early termination payment of $1
      million.  On July 31, 2007, we nullified the Second Amendment as
      permitted by its terms.




On
        August
        9, 2007, we executed an Amended and Restated Second Amendment to the Lease
        Agreement with Burton Hills IV Investments.  The terms of the Amended
        and Restated Second Amendment are substantially identical to the Second
        Amendment described above.  We have the right to nullify Amended and
        Restated Second Amendment without penalty on or before August 14,
        2007.
  On
        August
        9, 2007, CHD Meridian Healthcare, LLC also executed an Office Facility Lease
        with First Industrial Development Services, Inc.  Under the terms of
        this Office Facility Lease:
  ·
              First
                  Industrial will pay Burton Hills IV Investments on our behalf the
                  early
                  termination payment of $1 million required under the Amended and
                  Restated
                  Second Amendment.
  ·
              First
                  Industrial will build for us a 50,000 square foot office building
                  in
                  Franklin, Tennessee, which we expect to occupy on May 1,
                  2008.
 ·
                The
                    total cost of the leased facility is approximately $9.4 million.
 ·
                  The
                      facility lease is for a term of 11 years.




13




**Item
                2.**
            **Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operation**




We
      believe the primary goals of successful financial reporting are transparency
      and
      understandability.  We are committed to providing our stockholders
      with informative financial disclosures and presenting an accurate view of our
      financial position and operating results.




**Forward
      Looking Statements**




The
      following discussion also contains forward-looking statements.  All
      statements, other than statements of historical facts, included in this
      quarterly report regarding our strategy, future operations, financial position,
      future revenues, projected costs, prospects, plans and objectives of management
      are forward-looking statements.  The words “anticipates,” “believes,”
“estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “would”
and similar expressions are intended to identify forward-looking statements,
      although not all forward-looking statements contain these identifying
      words.  We cannot guarantee that we actually will achieve the plans,
      intentions or expectations disclosed in our forward-looking statements, and
      readers of this report should not place undue reliance on our forward-looking
      statements.  Actual results or events could differ, possibly
      materially, from the plans, intentions and expectations disclosed in our
      forward-looking statements.  We have identified important factors in
      the cautionary statements below and in our Annual Report on Form 10-K for the
      year ended December 31, 2006, filed with the Securities and Exchange Commission
      on March 16, 2007 (“**2006 Annual Report**”) that we believe could
      cause actual results or events to differ, possibly materially, from our
      forward-looking statements.  Our forward-looking statements do not
      reflect the potential impact of any future acquisitions, mergers, dispositions,
      joint ventures or investments we may make.  We undertake no duty to
      update these forward-looking statements, even though our situation may change
      in
      the future.




**Risk
      Considerations**




You
      are
      cautioned not to place undue reliance on the statements and other discussion
      set
      forth in this quarterly report.  These statements and other discussion
      speak only as of the date this quarterly report is filed with the Securities
      and
      Exchange Commission, and these statements are based on management’s current
      expectations and are subject to uncertainty and changes in
      circumstances.  Factors that may cause actual results to differ
      materially from management expectations include, but are not limited
      to:




·
            effects
                of increasing competition for contracts to establish and manage
                employer-dedicated pharmacies and
                clinics;




·
            loss
                of advantageous pharmaceutical
                pricing;




·
            inability
                to meet covenants and financial tests under the terms of our senior
                secured credit facility;




·
            long
                and complex sales cycles;




·
            loss
                of a major client;




·
            cost
                pressures in the healthcare
                industry;




·
            exposure
                to professional liability claims and a failure to manage effectively
                our
                professional liability risks;




·
            economic
                uncertainty; and








14




·
            each
                of the factors discussed under “Item 1A. – Risk Factors” in our 2006
                Annual Report.




**Basis
      of Presentation**




The
      accompanying unaudited condensed consolidated 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-Q and Regulation S-X.  In our opinion, the unaudited condensed
      consolidated financial statements have been prepared on the same basis as the
      annual financial statements and reflect all adjustments necessary to present
      fairly our financial position as of June 30, 2007 and the results of the
      operations and cash flows for the three and six month periods ended June 30,
      2007.  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 revenue 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.




This
      Management’s Discussion and Analysis of Financial Condition and Results of
      Operations (**“MD&A”**), is designed to provide a reader of our
      financial statements with a narrative from the perspective of our management
      on
      our financial condition, results of operations, liquidity and certain other
      factors that may affect our future results. Our MD&A is presented in the
      following sections:




·
            Overview




·
            Critical
                Accounting Policies




·
            Results
                of Operations




·
            Liquidity
                and Capital Resources




·
            Material
                Equity Transactions




**Overview**




I-trax,
      Inc. provides integrated workplace medical, pharmacy, wellness, and disease
      management services to enhance the health and productivity of the employees,
      dependents, and retirees of our clients.  We deliver these services at
      or near the client’s worksite by opening, staffing and managing health centers
      and pharmacies dedicated to our clients and their eligible
      populations.  We enhance our on-site services with larger scale
      disease management and wellness programs through the use of telephonic and
      e-health tools and pharmaceutical benefits management programs.  We
      believe our clinicians deliver excellent care in part because of the trusted
      relationship they establish with their patients at the worksite.




We
      believe our services improve the health status of client populations and
      mitigate the upward cost trend experienced by employers, employees, and
      government agencies with respect to healthcare.  By proactively
      managing the healthcare needs of our clients’ eligible populations, we believe
      our programs improve health, increase productivity, reduce absenteeism, reduce
      the need for future critical care, and manage overall costs.  We also
      believe the breadth of our services allows our clients the flexibility to meet
      many of their needs in a cost-effective and professional manner.






15




As
      of
      June 30, 2007, we were providing services to over 102 clients, including large
      financial institutions, consumer products manufacturers, automotive and
      automotive parts manufacturers, diversified industrial companies, and a variety
      of other employers.  As of June 30, 2007, we were operating 225
      on-site facilities in 34 states.  Our client retention rate is high
      due to strong client relationships that 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.




Historically,
      our on-site services separated into four general categories: occupational
      health, primary care and corporate health centers, and
      pharmacies.  Traditional lines among the occupational health, primary
      care and corporate health categories are blurring, however, as employers seek
      unique combinations of services to challenge rising healthcare
      costs.  Accordingly, although we continue to use the general
      categories to emphasize the primary purpose of a specific facility, we do so
      with the recognition that many components of excellent care are uniform across
      all of our facilities.




**Critical
      Accounting Policies**




A
      summary
      of significant accounting policies is disclosed in Note 2 to the consolidated
      financial statements included in our 2006 Annual Report.  Our critical
      accounting policies are further described under the caption “Critical Accounting
      Policies” in Management’s Discussion and Analysis of Financial Condition and
      Results of Operations in our 2006 Annual Report.




**Results
      of Operations**




***Second
      Quarter Summary***




During
      the quarter ended June 30, 2007, we:




·
            Accelerated
                revenue growth to 15% over the prior-year quarter and achieved the
                highest
                revenue in our company’s history, $34.5
                million;




·
            Opened
                five net new sites bringing total sites under management to
                225;




·
            Renegotiated
                several key terms of our credit facility with Bank of America, N.A.
                to
                increase the total facility from $15 million to $20 million, extend
                the
                facility maturity date to July 1, 2009, and reduce the interest rate
                spread and commitment fees;




·
            Secured
                a new more comprehensive and more cost effective excess liability
                insurance policy, which enabled us to terminate our old excess policy
                and
                receive a refund of $1.4 million;




·
            Reported
                diluted earnings per share of $0.01 (which reflects the effect of
                $1.4
                million insurance premium refund) compared to prior-year quarter
                of
                $0.00;




·
            Reduced
                the preferred stock dividend to a run rate of $0.1 million per
                quarter;




·
            Increased
                discretionary spending in selling, marketing and new product development
                efforts by $0.5 million from prior-year;
                and




·
            Reported
                share-based compensation expenses of $0.4 million, an increase of
                $0.1
                million from the year ago quarter.








16




***Consolidated
      Results***




The
      following table presents selected consolidated financial data for the three
      and
      six month periods ended June 30:




*$
      in
      thousands, except per share amounts*




**Three
                Months Ended June 30**
            
            **Six
                Months Ended   June 30****Consolidated Performance Summary**
            
            **2007**
            
            **2006**
            
            **2007**
            
            **2006**Net
                revenue
            
            $     34,537
            
            $     30,042
            
            $   68,087
            
            $     60,567Gross
                profit as % of net revenue
            
            24.0
            %
            24.2
            %
            24.1
            %
            23.7
            %General
                and administrative expense as % of net revenue
            
            22.0
            %
            19.7
            %
            21.6
            %
            19.7
            %Operating
                income (loss)
            
            $        (377
            )
            $          503
            
            $      (100
            )
            $          734Operating
                income (loss) as % of revenue
            
            (1.1
            )%
            1.7
            %
            (0.1
            )%
            1.2
            %Net
                income
            
            $         682
            
            $         241
            
            $        674
            
            $          212Net
                income (loss) applicable to common stockholders
            
            $          545
            
            $          (42
            )
            $        328
            
            $        (408
            )Diluted
                earnings (loss) per common share
            
            $         0.01
            
            $       0.00
            
            $       0.01
            
            $       (0.01
            )




***Three
      Months Ended June 30, 2007 Compared to Three Months Ended June 30,
      2006***




Revenue
      for the three months ended June 30, 2007 increased by $4.5 million to $34.5
      million, or by 15.0%, from $30.0 million for the three months ended June 30,
      2006.  The increase in revenue is primarily attributable to the
      increase in the number of sites we operated.  At June 30, 2007, we
      operated 225 sites compared to 201 sites at June 30, 2006. During the
      quarter, same site revenue growth was 2.2%.




Our
      operating expenses, that is our direct costs associated with the operation
      of
      our on-site and health management services, increased by $3.5 million to $26.3
      million for the three months ended June 30, 2007 from $22.8 million for the
      three months ended June 30, 2006.  This increase of 15.3% reflects the
      greater number of facilities under management and the growth of services
      provided to existing clients.




Operating
      expenses as a percent of revenue were 76.0% for the second quarter of 2007,
      which is consistent with 75.8% recorded in the second quarter of
      2006.  Consequently, our second quarter gross margin (net revenue
      minus operating expenses) decreased to 24.0% of net revenue from 24.2% of net
      revenue in the prior-year quarter. Our ratio of new site gross margin to
      existing site gross margin at the end of the first quarter was
      1.25.




General
      and administrative (“**G&A**”) expenses increased to $7.6
      million for the three months ended June 30, 2007 from $5.9 million for the
      three
      months ended June 30, 2006, an increase of 28.4%.  Discretionary
      spending in sales and marketing and research and development accounted for
      approximately $1.0 million of G&A for the second quarter of 2007 or $0.5
      million of the increase from the prior comparable period.  An
      additional increase of $0.1 million is attributable to increased SFAS 123R
      non-cash stock compensation expenses which totaled approximately $0.4 million
      for the second quarter of 2007.  The balance of the increase in
      G&A was approximately $1.0 million, or about 13.2%, compared to total
      G&A expense for the second quarter of 2006.  This increase is
      driven in part by additional middle managers in our onsite care operations
      reflecting the increased number of clients and sites.  In addition,
      this increase is impacted by upgrades in our operating systems and information
      technology infrastructure which will help provide scalable operations, lower
      maintenance costs, better client reporting and improved overall
      efficiency.






17




We
      monitor our general and administrative expenses as a percentage of
      revenue.  The following table shows (1) our total G&A expenses and
      (2) our G&A expenses excluding SFAS 123R stock compensation and
      discretionary spending for sales and marketing and research and
      development:




*$
      in
      thousands*




**Three
                Months Ended****June
                30,**
              **2007**
            
            **June
                30,**
              **2006**Net
                revenue
            
            $        34,537
            
            $        30,042Total
                G&A expenses
            
            7,611
            
            5,926G&A
                as % of revenue
            
            22.0
            %
            19.7
            %G&A
                excluding certain expenses(1)
            
            6,223
            
            5,149G&A
                excluding certain expenses as % of net revenue
            
            18.0
            %
            17.1
            %




(1)      Excludes
      SFAS 123R stock based compensation expense, new product development, and sales
      and marketing.




Our
      depreciation and amortization expenses were $1.0 million for the three months
      ended June 30, 2007, an increase of $0.2 million as compared to $0.8 million
      for
      the three months ended June 30, 2006.  Amortization expenses of $0.4
      million for the second quarter of 2007 are primarily related to amortization
      of
      our customer list.  Our depreciation expense of $0.6 million is
      consistent with the depreciation charge taken in year-ago
      quarter.  Over the past four quarters, our fixed asset investments
      have averaged approximately $0.5 million per quarter.




Our
      interest expense for the three months ended June 30, 2007 was $0.2 million
      compared to $0.1 million for the three months ended June 30,
      2006.  Interest expense is primarily attributable to our senior
      secured credit facility. Our average balance outstanding under our credit
      facility during the second quarter of 2007 was $10.2 million.




Financing
      costs were fully amortized at the end of the first quarter of
      2007.  There was no additional amortization of financing costs for the
      three months ended June 30, 2007 compared to $0.1 million for the three months
      ended June 30, 2006.




The
      provision for income taxes for the three months ended June 30, 2007 was $0.2
      million compared to $0.1 million for the three months ended June 30,
      2006.  The increase over prior year is related to our FIN 48 liability
      accrued during the second quarter of 2007.




For
      the
      three months ended June 30, 2007 and 2006, our net income was $0.7 million
      and
      $0.2 million, respectively.  Net income applicable to common
      stockholders was $0.5 million for the three months ended June 30, 2007 and
      net
      loss applicable to common stockholders was $(42,000) for the three months ended
      June 30, 2006.  During the second quarter of 2007, we received a
      premium refund of $1.4 million in accordance with the terms of our terminated
      excess liability insurance policy, which had a substantial positive impact
      on
      our second quarter net income.




In
      summary, we increased our net revenue and gross profit through the addition
      of
      new sites and better margins overall at the site level.  We used the
      increase in gross profit largely to fund discretionary spending in sales,
      marketing and research and development in order to take advantage of market
      opportunities and raise our revenue growth rate and profitability in the
      future.








18




***Six
      Months Ended June 30, 2007 Compared to Six Months Ended June 30,
      2006***




Revenue
      for the six months ended June 30, 2007 increased by $7.5 million to $68.1
      million from $60.6 million for the six months ended June 30, 2006, an increase
      of approximately 15.0%.  This increase is primarily attributable to
      the operations of additional sites.  Over the last 12 months we have
      opened 24 net new sites, and 12 net new sites subsequent to December 31,
      2006. During the first half of the year, same site revenue growth was
      2.0%.




Our
      operating expenses, that is our direct costs associated with the operation
      of
      our on-site and health management services, increased by $5.4 million to $51.7
      million for the six months ended June 30, 2007 from $46.2 million for the six
      months ended June 30, 2006, an increase of 11.8%.  The increase
      reflects the greater number of facilities under management and the growth of
      services provided to existing clients.




Operating
      expenses as a percent of revenue were 75.9% for the first half of 2007, an
      improvement of 0.3% from the 76.3% achieved in the first half of
      2006.  Consequently, our first half of the year gross margin (net
      revenue minus operating expenses) increased to 24.1% of net revenue from 23.7%
      of net revenue in the prior-year quarter.  Our ratio of new site gross
      margin to existing site gross margin at the end of the second quarter was
      1.13.




G&A
      expenses increased to $14.7 million for the six months ended June 30, 2007
      from
      $11.9 million for the six months ended June 30, 2006, an increase of
      23.1%.  Discretionary spending in sales and marketing and research and
      development accounted for approximately $2.1 million of G&A for the second
      quarter of 2007, or $1.1 million of the increase from the prior year
      period.  An additional increase of $0.3 million is attributable to
      increased SFAS 123R non-cash stock compensation expenses which totaled
      approximately $0.8 million for the first half of 2007 The balance of the
      increase in G&A was $1.4 million which we believe will enhance our client
      delivery infrastructure, increase customer awareness and accelerated growth
      in
      revenue and operating margins, and prove our concept and significant competitive
      advantage in the marketplace.




We
      monitor our general and administrative expenses as a percentage of
      revenue.  The following table shows (1) our total G&A expenses and
      (2) our G&A expenses excluding SFAS 123R stock compensation and
      discretionary spending for sales and marketing and research and
      development:




*$
      in
      thousands*




**Six
                Months Ended****June
                30,**
              **2007**
            
            **June
                30,**
              **2006**Net
                revenue
            
            $        68,087
            
            $        60,567Total
                G&A expenses
            
            14,675
            
            11,918G&A
                as % of revenue
            
            21.6
            %
            19.7
            %G&A
                excluding certain expenses(1)
            
            11,749
            
            10,364G&A
                excluding certain expenses as % of net revenue
            
            17.3
            %
            17.1
            %


____________


(1)      Excludes
      SFAS 123R stock based compensation expense, new product development, and sales
      and marketing.




Our
      depreciation and amortization expenses were $1.9 million for the six months
      ended June 30, 2007, an increase of $0.2 million as compared to $1.7 million
      for
      the six months ended June 30, 2006. Amortization expenses of $0.9 million
      for the first half of 2007 are primarily related to amortization of our customer
      list.  Our depreciation expense of $1.0 million is consistent with the
      depreciation charge taken in the first half of 2006.








19




Our
      interest expense for the six months ended June 30, 2007 was $0.3 million, an
      increase of $0.1 million from that of the six months ended June 30, 2006 of
      $0.2
      million.  Interest expense is primarily attributable to our senior
      secured credit facility.  Our average balance outstanding under our
      credit facility during the first half of 2007 was $9.5 million.




Amortization
      of financing costs for each of the six months ended June 30, 2007 and 2006
      was
      $0.1 million.




The
      provision for income taxes for the six months ended June 30, 2007 and 2006
      was
      $0.3 million and $0.2 million, respectively.  The increase is
      attributable to additional FIN 48 liability recorded in the second quarter
      of
      2007.




For
      the
      six months ended June 30, 2007 and 2006, our net income was $0.7 million and
      $0.2 million, respectively.  Net income applicable to common
      stockholders was $0.3 million for the first half of 2007 compared to a net
      loss
      applicable to common stockholders of $(0.4) million for the first half of
      2006.  During the second quarter of 2007, we received a premium refund
      of $1.4 million in accordance with the terms of our terminated excess liability
      insurance policy, which had a substantial positive impact on our first half
      2007
      net income.




**Liquidity
      and Capital Resources**




***Summary***




On
      June
      29, 2007, we amended our senior credit facility with Bank of America, N.A.
      to:




·
            Increase
                the amount we can borrow under the facility to $20,000, comprised
                of the
                existing $15,000 revolving loan facility and a new, separate $5,000
                loan
                facility (**“Swingline Commitment”**) which is not subject to
                a borrowing base limitation; however, the total Swingline Commitment
                will
                be reduced by $313 on April 1, 2008 and on the first day of each
                succeeding July, October, January, and April
                thereafter;




·
            Extend
                the facility maturity date, covering both components of the facility,
                until July 1, 2009;




·
            Amend
                certain financial covenants required under the facility;
                and




·
            Reduce
                the interest rate spread and commitment fee under the facility by
                one
                percent and 1/8th
                percent,
                respectively.




We
      will
      continue to use this amended facility to finance operations, which includes
      the
      purchase of pharmaceuticals on a pass-through basis for the benefit of our
      pharmacy clients.  Borrowings under the facility are secured by
      substantially all of our tangible assets and bear interest at rates specified
      in
      the credit agreement.  At June 30, 2007, $1,000 of the facility was
      outstanding to secure a standby letter of credit, which reduces the amount
      available under the facility for borrowings.




Cash
      recorded on our consolidated balance sheet consists primarily of cash held
      by
      our insurance subsidiary.  We utilize a revolving senior secured
      credit facility and our Swingline Commitment to manage our working capital
      needs
      during the year.  Our payables and cash outlays are driven primarily
      by pass-through pharmaceutical purchases averaging $6.2 million every two
      weeks.  During the second quarter of 2007, our weighted-average
      balance outstanding under our revolving credit facility was $10.2
      million.  As of June 30, 2007, $2.1 million was available under the
      revolving credit facility and $2.5 million was outstanding under our Swingline
      Commitment.  Total borrowings under the revolving credit facility at
      June 30, 2007 and December 31, 2006 were $11.9 million and $9.1 million,
      respectively.






20




We
      ended
      the first quarter with $7.1 million of cash and cash equivalents, an increase
      of
      $0.6 million from the end of 2006.  Working capital, the ratio of
      current assets to current liabilities, was 1.61 at June 30, 2007, as compared
      to
      1.12 at December 31, 2006 and 1.19 at June 30, 2006.  We believe that
      these ratios demonstrate improving financial liquidity.  We believe
      that availability under our credit facility and our cash and cash equivalents
      will be sufficient to meet our anticipated cash needs for the next 12
      months.




***Cash
      Flows***




The
      following table summarizes our cash flows from operating, investing and
      financing activities for the six months ended June 30:




*$
      in
      thousands*




**2007**
            
            **2006**Total
                cash provided by (used in):Operating
                activities
            
            $       (4,134
            )
            $          (174
            )Investing
                activities
            
            (1,125
            )
            (717
            )Financing
                activities
            
            5,835
            
            1,935Increase
                in cash and cash equivalents
            
            $           576
            
            $        1,044




***Operating
      Activities***




Cash
      used
      in operating activities was $4.1 million for the first half of 2007, compared
      with cash used in operations of $0.2 million for the first half of
      2006. This increase is primarily attributable to the increase in accounts
      receivable and the decrease in accounts payable.  The increase in
      accounts receivable is due to our growth in sites and a longer average
      collection period.  We do not believe that this constitutes an
      increased risk of uncollectible accounts as we continue to have a strong history
      of collecting outstanding accounts receivable balances.




***Investing
      Activities***




Cash
      used
      in investing activities was $1.1 million for the first half of 2007 compared
      with $0.7 million for the first half of 2006.  The primary purpose of
      our cash investment activities was to support our clinicians at site locations,
      improve our operational efficiency and create scalability for future service
      offerings.****We anticipate similar quarterly expenditures
      through 2007.




***Financing
      Activities***




Cash
      provided by financing activities was $5.8 million for the first half of 2007,
      compared with $1.9 million for the first half of 2006.  Financing
      activity in each period primarily constituted additional draws under our credit
      facility.








21




***Sources
      of Liquidity***




Generally,
      we rely on three principal sources of cash for liquidity:  (1) funds
      generated by operating activities; (2) cash and cash equivalents in excess
      of
      the amounts necessary to meet reserve requirements in our insurance subsidiary;
      and (3) borrowings under our revolving credit facility.




During
      the first half of 2007, we have used $4.1 million of funds in operating
      activities principally as a result of the $4.7 million increase in accounts
      receivable and the $3.4 million decrease in other current liabilities and
      accounts payable.  Moreover, we carry very little cash in excess of
      amounts necessary to meet our insurance reserves.  As a result, during
      the period ended June 30, 2007, we have relied exclusively on draws under our
      credit facility for liquidity.  To fund operations since December 31,
      2006, we have increased the balance owed on our credit facility by approximately
      $5.3 million, of which $2.8 million represents an increase in borrowing under
      the revolving line and $2.5 million represents a borrowing under the
      newly-available Swingline Commitment.




The
      increase in our accounts receivable balance is due in combination to our revenue
      growth and an increase in the average days our accounts receivable are
      outstanding.  We do not anticipate that our average collection period
      will continue to increase.  As most of our outstanding accounts
      receivable balances are current, we do not believe there are any ultimate
      collection issues or that these outstanding balances will adversely affect
      our
      credit facility borrowing base.




We
      believe funds available under our credit facility and generated from operations
      will be sufficient to finance continuing operations and strategic initiatives
      for the next year.  As of June 30, 2007, $2.1 million was available
      under the revolving facility and $2.5 million was available under the Swingline
      Commitment.  Nonetheless, our ability to access our credit facility is
      subject to compliance with the terms and conditions of the credit facility,
      including financial covenants that require us to maintain certain financial
      ratios.  At June 30, 2007, we were in compliance with all such
      covenants.




We
      will,
      from time to time, consider the acquisition of, or investment in, complementary
      businesses, products, services and technologies, which would most likely affect
      our liquidity requirements or cause us to issue additional equity or debt
      securities.




If
      sources of liquidity are not available or if we cannot generate sufficient
      cash
      flow from operations during the next 12 months, we might be required to obtain
      additional sources of funds through additional operating improvements, capital
      market transactions (including the sale of common stock), asset sales or
      financing from third parties, or a combination of these options.  We
      cannot provide assurance that these additional sources of funds will be
      available or, if available, would have reasonable terms.




***Contractual
      Obligations and Commitments***




We
      have
      various contractual obligations that are recorded as liabilities in our
      condensed consolidated financial statements.  Other items, such as
      operating lease contract obligations are not recognized as liabilities in our
      condensed consolidated financial statements but are required to be
      disclosed.






22




The
      following table summarizes our significant contractual obligations at June
      30,
      2007, and the effect such obligations are expected to have on our liquidity
      and
      cash in future periods:




*$
      in
      thousands*




**Payments
                due by period****Contractual
                obligations (2)**
            
            **Total**
            
            **<
                1 Year**
            
            **1
                – 3 Years**
            
            **3
                – 5 Years**
            
            **>
                5 Years****Operating
                leases**
            
            **$   11,145**
            
            **$   1,281**
            
            **$   1,932**
            
            **$  1,678**
            
            **$        6,254****Less:
                Amounts reimbursed by clients (1)**
            
            **284**
            
            **245**
            
            **38**
            
            **1**
            
            **--****$  10,861**
            
            **$  1,036**
            
            **$  1,894**
            
            **$ 
                1,677**
            
            **$        6,254**




(1)
            From
                time to time, we enter into operating leases for offices and equipment
                leases on behalf of our clients in order to facilitate the delivery
                of our
                services at client locations.  In such cases, our clients agree
                to reimburse us for the expenses incurred related to these operating
                leases. (2)
            Amounts
              include our new lease agreement as discussed in *Item 5.**Other
              Information* below in this quarterly report.




**Material
      Equity Transactions**




The
      following table describes activity related to our Series A Convertible Preferred
      Stock during the quarter ended June 30, 2007:




Series
                A Convertible Preferred Stock shares converted
            
            50,466Common
                shares issued upon conversion
            
            504,656Common
                shares issued in satisfaction of dividends accrued
            
            76,220Total
                common shares issued upon Series A Convertible Preferred Stock
                conversions
            
            580,876




**Item
      3.                      Quantitative
      and Qualitative Disclosures About Market Risk**




Our
      senior secured credit facility is not subject to risk of material interest-rate
      volatility.  The interest rate on the credit facility at June 30,
      2007 was 8.3%.  If the interest rate on the debt were to increase
      to 9.5%, the resulting financial impact would not be material to our financial
      statements.  We do not manage our debt interest-rate volatility risk
      through the use of derivative instruments.




Overall,
      there have been no material changes in our primary risk exposures or management
      of market risks since the prior year.  We do not expect any material
      changes in our primary risk exposures or management of market risks for the
      foreseeable future.




**Item
                4.**
            **Controls
                and Procedures**




As
      of the
      end of the period covered by this Quarterly Report on Form 10-Q, our management,
      with the participation of our chief executive officer and chief financial
      officer, evaluated the effectiveness of our disclosure controls and
      procedures.  Based on this evaluation, our chief executive officer and
      our chief financial officer have concluded that our disclosure controls and
      procedures are effective  in providing reasonable assurancethat information we
      are
      required to disclose in reports that we file or submit under the Securities
      Exchange Act of 1934 is (A) recorded, processed, summarized and reported within
      the time periods specified in Securities and Exchange Commission rules and
      forms, and (B) accumulated and communicated to our management, including our
      chief executive officer and our chief financial officer, as appropriate to
      allow
      timely decisions regarding required disclosure.  Our disclosure
      controls and procedures are designed to provide reasonable assurance that such
      information is accumulated and communicated to our management.  Our
      disclosure controls and procedures include components of our internal control
      over financial reporting.






23




Our
      management, including our chief executive officer and chief financial officer,
      does not expect that our disclosure controls and procedures or our internal
      controls will prevent all errors and all fraud.  A control system, no
      matter how well conceived and operated, can provide only reasonable, not
      absolute, assurance that the objectives of the control system are
      met.  Further, the design of a control system must reflect the fact
      that there are resource constraints, and the benefits of controls must be
      considered relative to their costs.  Because of the inherent
      limitations in all control systems, no evaluation of controls can provide
      absolute assurance that all control issues and instances of fraud, if any,
      within I-trax have been detected.




There
      were no changes in our internal control over financial reporting that occurred
      during the quarterly period ended June 30, 2007 that have materially affected,
      or are reasonably likely to materially affect, our internal control over
      financial reporting.




**PART
      II.                      OTHER
      INFORMATION**




**Item
                1.**
            **Legal
                Proceedings**




Certain
      of our subsidiaries are involved in various claims and legal actions arising
      in
      the ordinary course of business.  In the opinion of management, the
      ultimate disposition of these matters will not have a material adverse effect
      on
      our overall consolidated financial position, results of operations or
      liquidity.




**Item
      1A.                      Risk
      Factors**




There
      were no material changes during the quarter ended June 30, 2007 from the risk
      factors as previously disclosed in our 2006 Annual Report.




**Item
      2.                 Unregistered
      Sales of Equity Securities and Use of Proceeds**




**Issuance
      of Unregistered Securities**




During
      the quarter ended June 30, 2007, 5 stockholders converted 50,466 shares of
      the
      Company’s Series A Convertible Preferred Stock into 504,656 shares of common
      stock.  In these conversions, we also issued an additional 76,220
      shares of our common stock in payment of accrued dividends on the converted
      shares of Series A Convertible Preferred Stock.  The shares issued
      upon conversion, including the shares representing payment of the dividends,
      were exempt from registration under Section 3(a)(9) of the Securities Act of
      1933, as amended.




On
      April
      16, 2007, an investor exercised warrants to purchase an aggregate of 5,000
      shares of our common stock at an exercise price of $3.00 per
      share.  In lieu of paying the exercise price in cash, the investor
      used the warrants’ cashless exercise feature, such that the investor received
      1,470 shares of our common stock and surrendered to us for cancellation 3,530
      shares of our common stock.  In undertaking this issuance, we relied
      on an exemption from registration under Section 4(2) of the Securities Act
      of
      1933, as amended.




On
      May 4,
      2007, two investors exercised warrants to purchase an aggregate of 30,000 shares
      of our common stock at an exercise price of $3.00 per share.  In lieu
      of paying the exercise price in cash, the investors used the warrants’ cashless
      exercise feature, such that the investors received 10,768 shares of our common
      stock and surrendered to us for cancellation 19,232 shares of our common
      stock.  In undertaking this issuance, we relied on an exemption from
      registration under Section 4(2) of the Securities Act of 1933, as
      amended.








24




On
      May 8,
      2007, an investor exercised warrants to purchase an aggregate of 16,800 shares
      of our common stock at an exercise price of $2.50 per share.  In lieu
      of paying the exercise price in cash, the investor used the warrants’ cashless
      exercise feature, such that the investor received 7,466 shares of our common
      stock and surrendered to us for cancellation 9,334 shares of our common
      stock.  In undertaking this issuance, we relied on an exemption from
      registration under Section 4(2) of the Securities Act of 1933, as
      amended.




On
      May
      16, 2007, an investor exercised warrants to purchase an aggregate of 100,000
      shares of our common stock at an exercise price of $2.70 per
      share.  In lieu of paying the exercise price in cash, the investor
      used the warrants’ cashless exercise feature, such that the investor received
      35,220 shares of our common stock and surrendered to us for cancellation 64,780
      shares of our common stock.  In undertaking this issuance, we relied
      on an exemption from registration under Section 4(2) of the Securities Act
      of
      1933, as amended.




On
      May
      24, 2007, an executive exercised warrants to purchase an aggregate of 103,000
      shares of our common stock at an exercise price of $2.50 per
      share.  In lieu of paying the exercise price in cash, the executive
      used the warrants’ cashless exercise feature, such that the investor received
      45,238 shares of our common stock and surrendered to us for cancellation 57,762
      shares of our common stock.  In undertaking this issuance, we relied
      on an exemption from registration under Section 4(2) of the Securities Act
      of
      1933, as amended.




On
      June
      3, 2007, an investor exercised warrants to purchase an aggregate of 6,250 shares
      of our common stock at an exercise price of $1.76 per share.  In lieu
      of paying the exercise price in cash, the investor used the warrants’ cashless
      exercise feature, such that the investor received 3,874 shares of our common
      stock and surrendered to us for cancellation 2,376 shares of our common
      stock.  In undertaking this issuance, we relied on an exemption from
      registration under Section 4(2) of the Securities Act of 1933, as
      amended.




**Purchases
      of Equity Securities by the Issuer and Affiliated
      Purchases**




None.




**Item
      3.                 Defaults
      Upon Senior Securities**




None.




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




We
      held
      an annual meeting of stockholders in Philadelphia, Pennsylvania on May 2, 2007
      to elect directors and ratify the selection of Goldstein Golub Kessler LLP
      as
      I-trax’s independent auditors for the fiscal year ending December 31,
      2007.  Of the 43,184,797 shares eligible to vote at the meeting, which
      includes shares of common stock and shares of common stock issuable upon
      conversion of shares of Series A Convertible Preferred Stock, 33,084,617 shares
      were present or represented by proxy at the meeting.




The
      vote
      of the holders of common stock issued or issuable upon conversion of outstanding
      shares of Series A Convertible Preferred Stock for election of our directors
      for
      a term of one year expiring on the date of the 2007 annual meeting of
      stockholders was as follows:






25




For
            WithheldHaywood
                D. Cochrane, Jr.
            32,715,567
            370,050Dr.
                Raymond J. Fabius
            33,016,602
            69,015Philip
                D. Green
            32,715,567
            370,050Gail
                F. Lieberman
            33,010,802
            74,815Frank
                A. Martin
            33,016,602
            69,015Gerald
                D. Mintz
            33,016,602
            69,015Dr.
                David Nash
            27,908,498
            5,177,119Jack
                A. Smith
            33,009,236
            76,381R.
                Dixon Thayer
            33,016,202
            69,415




The
      ratification of Goldstein Golub Kessler LP as I-trax’s independent auditors for
      the fiscal year ending December 31, 2007 was as follows:




For
            Against
            Abstained32,996,170
            11,817
            77,630




**Item
      5.                 Other
      Information**




**Item
      1.01                      Entry
      into a Material Definitive Agreement.**




Under
      the
      terms of a Lease Agreement dated January 25, 2002, as amended on May 17, 2005,
      we lease from Burton Hills IV Investments, Inc. approximately 31,000 square
      feet
      of office space in Nashville, Tennessee for use as executive, administrative
      and
      sales offices.  The Lease Agreement expires in June 2010.




As
      previously disclosed on a current report on Form 8-K, on June 22, 2007, we
      entered into a Second Amendment to the Lease Agreement.  Under the Second
      Amendment, we agreed to relinquish the majority of the office space on May
      1, 2008 in consideration of an early termination payment of $1 million.




On
      July
      31, 2007, we nullified the Second Amendment without penalty as permitted by
      its
      terms because we had not yet entered into a new lease for office space in the
      Nashville area.




On
      August
      9, 2007, we executed an Amended and Restated Second Amendment to the Lease
      Agreement with Burton Hills IV Investments.  The terms of the Amended
      and Restated Second Amendment are substantially identical to the Second
      Amendment described above.  We have the right to nullify Amended and
      Restated Second Amendment without penalty on or before August 14,
      2007.




On
      August
      9, 2007, CHD Meridian Healthcare, LLC also executed an Office Facility Lease
      with First Industrial Development Services, Inc.  Under the terms of
      this Office Facility Lease:




·
            First
                Industrial will pay Burton Hills IV Investments on our behalf the
                early
                termination payment of $1 million required under the Amended and
                Restated
                Second Amendment.




·
            First
                Industrial will build for us a 50,000 square foot office building
                in
                Franklin, Tennessee, which we expect to occupy on May 1,
                2008.




·
            We
                will pay First Industrial initial monthly base rent of
                $66,220.










26


The
      Office Facility Lease is for a term of 11 years and I-trax, Inc. has executed
      a
      guarantee of the lease.




**Item
      1.02                      Termination
      of a Material Definitive Agreement.**




The
      information in Item 1.01 above
      regarding the Second Amendment to the Lease Agreement and its nullification
      on
      July 31, 2007 is incorporated herein by reference.




**Item
      6.                 Exhibits**




**Number                      Exhibit
      Title**




10.1
            Amended
                and Restated Employment Agreement dated May 14,
                2007, between I-trax, Inc. and David R.
                Bock.




10.2
            Second
                Amendment to Lease Agreement dated June 22, 2007 between Burton Hills
                IV
                Investments, Inc. and CHD Meridian Healthcare,
                LLC.  (Incorporated by reference to Exhibit 99.1 to I-trax,
                Inc.’s Current Report on Form 8-K, filed on June 28,
                2007.)




10.3
            Eighth
                Amendment to Credit Agreement, dated June 29, 2007, by and among
                I-trax,
                Inc., certain subsidiaries of I-trax, Inc., and Bank of America,
                N.A.  (Incorporated by reference to Exhibit 10.1 to I-trax,
                Inc.’s Current Report on Form 8-K, filed on July 6,
                2007.)




15
            Awareness
                letter of Goldstein Golub Kessler LLP regarding
                unaudited interim financial
                information.




31.1
            Chief
                Executive Officer Certification Pursuant to Rule
                13a-14(a) and 15d-14(a) of the Securities Exchange Act of
                1934.




31.2
            Chief
                Financial Officer Certification Pursuant to Rule
                13a-14(a) and 15d-14(a) of the Securities Exchange Act of
                1934.




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.








27


**SIGNATURES**




Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, the registrant has duly caused this report to be signed on its behalf
      by
      the undersigned, thereunto duly authorized as of August 9, 2007.




I-TRAX,
      INC.





By:           /s/
      R. Dixon
      Thayer


R.
      Dixon
      Thayer, Chief Executive Officer


(Principal
      Executive Officer)








By:           /s/
      David R.
      Bock


David
      R.
      Bock, Executive Vice President and Chief Financial Officer


(Principal
      Financial
      and Accounting Officer)






28