**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
                1934**For
                the quarterly period ended: June 30, 2005[
                 ]
            **TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934**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.  Yes
      [X]  No
      [  ]





Indicate
      by check mark whether the registrant is an accelerated filer (as defined in
      Rule
      12b-2 of the Exchange Act).  Yes
      [
 ]  No
      [X]





As
      of
      August 15, 2005, there were 30,716,890 shares of the registrant’s $0.001 par
      value common stock outstanding.



























**TABLE
      OF CONTENTS**








**Item**
            
            **Page****Part
                I - Financial Information**1.
            Financial
                Statements
            3Report
                of Independent Registered Public Accounting
                Firm
            3Condensed
                Consolidated Balance Sheets at June 30,
                2005and
                December 31, 2004
            4Condensed
                Consolidated Statements of
                Operationsfor
                the three and six months ended June 30,
                2005 and 2004
            5Condensed
              Consolidated Statement of
              Stockholders' Equityfor
              the six months ended June 30,
              2005
            6Condensed
                Consolidated Statements of Cash Flowsfor
                the six months ended June 30, 2005 and
                2004
            7Notes
                to Condensed Consolidated Financial Statements
            92.
            Management’s
                Discussion and Analysis of Financial Conditionand
                Results of Operations
            193.
            Quantitative
                and Qualitative Disclosure About Market
                Risks
            284.
            Controls
                and Procedures
            28**Part
                II - Other Information**1.
            Legal
                Proceedings
            292.
            Unregistered
                Sales of Equity Securities and Use of
                Proceeds
            293.
            Defaults
                Upon Senior Securities
            294.
            Submission
                of Matters to a Vote of Security
                Holders
            295.
            Other
                Information
            306.
            Exhibits
            30








2





**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, 2005, the related
      condensed consolidated statements of operations for the three and six month
      periods ended June 30, 2005 and 2004, the condensed consolidated statement
      of
      stockholders' equity for the six month period ended June 30, 2005, and the
      condensed consolidated statements of cash flows for the six month periods ended
      June 30, 2005 and 2004. 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 the
      standards of the Public Company Accounting Oversight Board, the objective of
      which is the expression of an opinion regarding the condensed 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 the standards of the Public Company
      Accounting Oversight Board (United States), the balance sheet as of December
      31,
      2004, and the related consolidated statements of operations, stockholders’
equity and cash flows for the year then ended (not presented herein); and in
      our
      report dated February 4, 2005 (except for the last two paragraphs of Note 13,
      as
      to which the date is February 15, 2005), 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, 2004 is fairly stated, in all material respects, in relation to the
      consolidated balance sheet from which it has been derived.








**GOLDSTEIN
      GOLUB KESSLER LLP**


New
      York,
      New York





July
      27,
      2005























3





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


**CONDENSED
      CONSOLIDATED BALANCE SHEETS**


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





**ASSETS****June
                30, 2005 (Unaudited)**
            
            December
                31, 2004Current
                assetsCash
                and cash equivalents
            
            **$**
            **3,267**
            
            $
            3,805Accounts
                receivable, net
            
            
            **17,770**
            
            
            13,959Deferred
                tax asset
            
            
            **1,054**
            
            
            1,198Other
                current assets
            
            
            **3,058**
            
            
            1,978Total
                current assets
            
            
            **25,149**
            
            
            20,940Property
                and equipment, net
            
            
            **3,781**
            
            
            6,719Goodwill
            
            
            **51,620**
            
            
            61,390Customer
                list, net
            
            
            **20,382**
            
            
            21,182Other
                intangible assets, net
            
            
            **1,029**
            
            
            1,860Other
                long term assets
            
            
            **61**
            
            
            61Total
                assets
            
            **$**
            **102,022**
            
            $
            112,152**LIABILITIES
                AND STOCKHOLDERS’ EQUITY**Current
                liabilitiesAccounts
                payable
            
            **$**
            **6,481**
            
            $
            6,118Accrued
                expenses
            
            
            **5,156**
            
            
            3,896Net
                liabilities of discontinued operations
            
            
            **1,299**
            
            
            1,299Current
                portion of accrued loss contracts
            
            
            **1,345**
            
            
            -Accrued
                restructuring charges
            
            
            **769**
            
            
            -Other
                current liabilities
            
            
            **11,925**
            
            
            9,601Total
                current liabilities
            
            
            **26,975**
            
            
            20,914Note
                payable
            
            
            **11,000**
            
            
            8,308Deferred
                tax liability
            
            
            **1,526**
            
            
            1,526Accrued
                purchase price (Note 6. Business Combination)
            
            
            **--**
            
            
            7,294Accrued
                loss contracts, net of current portion
            
            
            **771**
            
            
            --Accrued
                restructuring charges, net of current portion
            
            
            **26**
            
            
            --Other
                long term liabilities
            
            
            **2,333**
            
            
            2,347Total
                liabilities
            
            
            **42,631**
            
            
            40,389Stockholders’
                equityPreferred
                stock - $.001 par value, 2,000,000 shares authorized, 1,027,038 and
              1,070,283
                issued and outstanding, respectively
            
            
            **1**
            
            
            1Common
                stock - $.001 par value, 100,000,000 shares authorized 30,716,890
                and
              26,226,818
                shares issued and outstanding, respectively
            
            
            **30**
            
            
            25Additional
                paid in capital
            
            
            **135,249**
            
            
            130,399Accumulated
                deficit
            
            
            **(75,889**
            **)**
            
            (58,662
            )Total
                stockholders’ equity
            
            
            **59,391**
            
            
            71,763Total
                liabilities and stockholders’ equity
            
            **$**
            **102,022**
            
            $
            112,152





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





4





**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****2005**
            
            2004
            
            **2005**
            
            2004Net
                revenue
            
            **$**
            **28,239**
            
            $
            24,384
            
            **$**
            **55,704**
            
            $
            25,831Costs
                and expensesOperating
                expenses
            
            
            **21,855**
            
            
            19,117
            
            
            **43,006**
            
            
            19,814Impairment
                of long-lived assets
            
            
            **12,470**
            
            
            --
            
            
            **12,470**
            
            
            --Provision
                for loss contracts
            
            
            **2,116**
            
            
            --
            
            
            **2,116**
            
            
            --Restructuring
                expenses
            
            
            **839**
            
            
            --
            
            
            **839**
            
            
            --General
                and administrative expenses
            
            
            **6,341**
            
            
            4,651
            
            
            **11,844**
            
            
            6,672Depreciation
                and amortization
            
            
            **916**
            
            
            1,357
            
            
            **1,968**
            
            
            1,792Total
                costs and expenses
            
            
            **44,537**
            
            
            25,125
            
            
            **72,243**
            
            
            28,278Operating
                loss
            
            
            **(16,298**
            **)**
            
            (741
            )
            
            **(16,539**
            **)**
            
            (2,447
            )Other
                expensesInterest
                expense
            
            
            **177**
            
            
            163
            
            
            **304**
            
            
            776Amortization
                of financing costs
            
            
            **80**
            
            
            12
            
            
            **125**
            
            
            47Other
                expenses
            
            
            **--**
            
            
            --
            
            
            **--**
            
            
            350Total
                other expenses
            
            
            **257**
            
            
            175
            
            
            **429**
            
            
            1,173Loss
                before provision for income taxes
            
            
            **(16,555**
            **)**
            
            (916
            )
            
            **(16,968**
            **)**
            
            (3,620
            )Provision
                for income taxes
            
            
            **252**
            
            
            --
            
            
            **259**
            
            
            --Net
                loss
            
            
            **(16,807**
            **)**
            
            (916
            )
            
            **(17,227**
            **)**
            
            (3,620
            )Less
                preferred stock dividend
            
            
            **(518**
            **)**
            
            (598
            )
            
            **(1,043**
            **)**
            
            (677
            )Less
                deemed dividends applicable to preferred stockholders
            
            
            **--**
            
            
            --
            
            
            **--**
            
            
            (15,820
            )Net
                loss applicable to common stockholders
            
            $
            **(17,325**
            **)**
            $
            (1,514
            )
            $
            **(18,270**
            **)**
            $
            (20,117
            )Loss
                per common share, basic and diluted
            
            $
            **(0.57**
            **)**
            $
            (0.06
            )
            $
            **(0.64**
            **)**
            $
            (1.01
            )Weighted
                average number of shares outstanding, basic and diluted
            
            
            **30,330,570**
            
            
            24,586,681
            
            
            **28,336,239**
            
            
            19,995,997





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





5


**I-TRAX,
        INC. AND SUBSIDIARIES**
 **CONDENSED
        CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY**
 **(Unaudited)**
 ***(in
        thousands, except share data)***
 
 Preferred
                  Stock
              
              Common
                  Stock
              
              Additional
                Paid-in
              
              Accumulated
              
              Total
                Stockholders’Shares
              
              Amount
              
              Shares
              
              Amount
              
              Capital
              
              Deficit
              
              Equity**Balances
                  at December 31, 2004**
              
              
              **1,070,283**
              
              **$**
              **1**
              
              
              **26,226,818**
              
              **$**
              **25**
              
              **$**
              **130,399**
              
              **$**
              **(58,662**
              **)**
              **$**
              **71,763**Warrant
                  exercises
              
              
              --
              
              
              --
              
              
              22,158
              
              
              --
              
              
              --
              
              
              --
              
              
              --Issuance
                  of common stock (Note 6. Business Combination)
              
              
              --
              
              
              --
              
              
              3,859,200
              
              
              4
              
              
              5,592
              
              
              --
              
              
              5,596Conversion
                  of preferred stock and accrued dividends for preferred
                  stock
              
              
              (43,245
              )
              
              --
              
              
              488,714
              
              
              1
              
              
              92
              
              
              --
              
              
              93Preferred
                  sock dividend
              
              
              --
              
              
              --
              
              
              --
              
              
              --
              
              
              (1,043
              )
              
              --
              
              
              (1,043
              )Employee
                  subscription stock purchase
              
              
              --
              
              
              --
              
              
              120,000
              
              
              --
              
              
              184
              
              
              --
              
              
              184Non-cash
                  compensation
              
              
              --
              
              
              --
              
              
              --
              
              
              --
              
              
              25
              
              
              --
              
              
              25Net
                  loss for the six months ended June 30, 2005
              
              
              --
              
              
              --
              
              
              --
              
              
              --
              
              
              --
              
              
              (17,227
              )
              
              (17,227
              )**Balances
                  at June 30, 2005**
              
              
              **1,027,038**
              
              **$**
              **1**
              
              
              **30,716,890**
              
              **$**
              **30**
              
              **$**
              **135,249**
              
              **$**
              **(75,889**
              **)**
              **$**
              **59,391**
 
 
 The
        accompanying notes are an integral part of these financial
        statements.




6


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


**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH
      FLOWS**


**(Unaudited)**


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


**Six
                months ended June 30****2005**
            
            2004Operating
                activities:Net
                loss
            
            $
            **(17,227**
            **)**
            $
            (3,620
            )Adjustments
                to reconcile net loss to net cash used in operating
                activities:Impairment
            
            
            **12,470**
            
            
            --Accrued
                loss on contracts
            
            $
            **2,116**
            
            
            --Depreciation
                and amortization
            
            
            **1,968**
            
            
            1,792Employee
                stock purchase
            
            
            **34**
            
            
            --Options
                issued below market value
            
            
            **25**
            
            
            --Accretion
                of discount on notes payable charged to interest expense and beneficial
                conversion value of debenture
            
            
            **--**
            
            
            573Increase
                in fair value of common stock warrants
            
            
            **--**
            
            
            350Amortization
                of financing costs
            
            
            **125**
            
            
            34Changes
                in operating assets and liabilities, net of effects of
                acquisition:Increase
                in accounts receivable
            
            
            **(3,811**
            **)**
            
            (731
            )Decrease
                in deferred tax asset
            
            
            **144**
            
            
            --Increase
                in other current assets
            
            
            **(1,107**
            **)**
            
            (375
            )Increase/(decrease)
                in accounts payable
            
            
            **363**
            
            
            (242
            )Increase
                in accrued expenses
            
            
            **1,260**
            
            
            378Increase
                in accrued restructuring charges
            
            
            **795**
            
            
            --Increase
                in other current liabilities
            
            
            **220**
            
            
            70Increase
                in other long term liabilities
            
            
            **797**
            
            
            --Net
                cash used in operating activities
            
            
            **(1,828**
            **)**
            
            (1,771
            )Investing
                activities:Purchases
                of property, plant and equipment
            
            
            **(1,509**
            **)**
            
            (770
            )Acquisition
                of intangible assets
            
            
            --
            
            
            (637
            )Acquisition
                of CHD Meridian, net of acquired cash
            
            
            **(34**
            **)**
            
            (18,134
            )Net
                cash used in investing activities
            
            
            **(1,543**
            **)**
            
            (19,541
            )Financing
                activities:Principal
                payments on capital leases
            
            
            **(9**
            **)**
            
            (21
            )Repayment
                to related parties
            
            
            --
            
            
            (280
            )Repayment
                of note payable
            
            
            --
            
            
            (618
            )Proceeds
                from exercise of warrants
            
            
            **--**
            
            
            52Proceeds
                from bank credit facility
            
            
            **2,692**
            
            
            6,309Proceeds
                from sale of stock
            
            
            **150**
            
            
            --Proceeds
                from sale of preferred stock, net of issuance costs
            
            
            **--**
            
            
            23,510Redemption
                of preferred stock
            
            
            **--**
            
            
            (5,000
            )Net
                cash provided by financing activities
            
            
            **2,833**
            
            
            23,952Net
                increase in cash and cash equivalents
            
            
            **(538**
            **)**
            
            2,640Cash
                and cash equivalents at beginning of period
            
            
            **3,805**
            
            
            574Cash
                and cash equivalents at end of period
            
            **$**
            **3,267**
            
            $
            3,214


(Continued
      on following page.)





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


7





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


**CONDENSED
      CONSOLIDATED STATEMENT OF CASH FLOWS**


**(Unaudited)**


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





(Continued
      from previous page.)





**Six
                  months ended June
                  30****2005**
              
              2004Supplemental
                  disclosure of cash flow information:Cash
                  paid during the period for:Interest
              
              **$**
              **313**
              
              $
              266Income
                  taxes
              
              **$**
              **184**
              
              $
              151Schedule
                  of non-cash investing and financing activities:Reclassification
                  of common stock warrants to paid in capital
              
              
              **--**
              
              $
              3,110Issuance
                  of common stock in connection with conversion of promissory note
                  and other
                  settlement
              
              
              **--**
              
              $
              71Issuance
                  of common stock in connection with conversion of debenture
                  payable
              
              
              **--**
              
              $
              747Beneficial
                  conversion feature in connection with issuance of preferred
                  stock
              
              
              **--**
              
              $
              15,820Issuance
                  of common and preferred stock in connection with the acquisition
                  of CHD
                  Meridian
              
              
              **--**
              
              $
              46,300Reduction
                  in Accrued purchase price (see Note 6. Business
                  Combination)
              
              **$**
              **1,346**
              
              $
              --Preferred
                  stock dividend
              
              **$**
              **1,043**
              
              $
              677Conversion
                  of accrued dividends to common stock
              
              **$**
              **93**
              
              $
              --Purchase
                  of all capital stock of CHD Meridian and assumption of liabilities
                  in the
                  acquisition as follows:Fair
                  value of non-cash tangible assets acquired
              
              
              **--**
              
              $
              17,257Goodwill
              
              
              **--**
              
              
              37,429Customer
                  list
              
              
              **--**
              
              
              29,184Other
                  intangibles
              
              
              **--**
              
              
              1,167Cash
                  paid, net of cash acquired (includes $85 of transaction costs
                incurred
                  in a prior period)
              
              
              **--**
              
              
              (18,834
              )Common
                  stock issued
              
              
              **--**
              
              
              (36,300
              )Preferred
                  stock issued
              
              
              **--**
              
              
              (10,000
              )Liabilities
                  assumed
              
              
              **--**
              
              $
              19,903





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





8


**I-TRAX,
        INC. AND SUBSIDIARIES**
 **NOTES
        TO CONDENSEDCONSOLIDATED FINANCIAL
        STATEMENTS**
 **(Unaudited** )


**1.
      ORGANIZATION**





I-trax,
      Inc. (the **“Company”** )
      was
      incorporated in the State of Delaware on September 15, 2000. On March 19, 2004,
      the Company consummated a merger with Meridian Occupational Healthcare
      Associates, Inc., a private company, which did business as CHD Meridian
      Healthcare ( **“CHD
      Meridian”** ).
      (See
      Note 6. Business Combination.)





The
      Company offers health related services such as on-site occupational health,
      primary care, corporate health, pharmacy, and personalized health management
      programs.





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





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








**2.
      BASIS OF PRESENTATION AND INTERIM RESULTS**





The
      condensed consolidated financial statements include the accounts of the Company
      and its subsidiaries and have been prepared by the Company, without audit,
      pursuant to the rules and regulations of the Securities and Exchange Commission.
      The results of operations and cash flows for the six months ended June 30,
      2004
      include the operations of CHD Meridian effective as of April 1, 2004, even
      though the merger was consummated on March 19, 2004.





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. The
      Company believes 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 Company’s Annual Report on Form
      10-KSB for the year ended December 31, 2004, filed with the Securities and
      Exchange Commission on March 30, 2005. 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.





9
 **I-TRAX,
            INC. AND SUBSIDIARIES**
 **NOTES
            TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **(Unaudited** )











**2.
      BASIS OF PRESENTATION AND INTERIM RESULTS (continued)**





Certain
      other amounts presented in the condensed consolidated financial statements
      as of
      June 30, 2004 have been reclassified to conform to the current year
      presentation.





These
      condensed consolidated financial statements also include the balance sheet
      of
      CHD Meridian LLC, its wholly owned subsidiaries, the Physician Groups and Green
      Hills Insurance, a risk retention group (see Note 10. Risk Retention Group).
      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. 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, 2005 and 2004.





The
      Company records 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
      the Company for the three months ended June 30, 2005 and 2004 were $28,964,000
      and $23,453,000, respectively, and for the six months ended June 30, 2005 and
      2004 were $60,764,000 and $44,984,000, respectively.





As
      shown
      in the condensed consolidated financial statements, the Company has suffered
      recurring losses from operations and has an accumulated deficit. The Company
      has
      borrowed funds under its senior secured credit facility (see Note 7. Long Term
      Debt) and has entered into agreements with new customers which management
      expects to provide increased revenue. The Company believes these measures will
      sustain operations through December 31, 2005.








**3.
      LOSS PER SHARE**





Loss
      per
      common share is computed pursuant to Statement of Financial Accounting Standards
      ( **“SFAS”** )
      No.
      128, “Earnings Per Share.” Basic loss per share is computed as net loss
      available to common stockholders divided by the weighted average number of
      common shares outstanding for the period. Diluted loss per share reflects the
      potential dilution that could occur from common shares issuable through stock
      options, warrants and convertible preferred stock. As of June 30, 2005 and
      2004,
      18,152,740 and 17,719,554 shares, respectively, issuable upon exercise of
      options, warrants and convertible preferred stock were excluded from the diluted
      loss per share computation because their effect would be
      anti-dilutive.








10
 **I-TRAX,
            INC. AND SUBSIDIARIES**
 **NOTES
            TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **(Unaudited** )











**4.
      STOCK-BASED COMPENSATION**





At
      June
      30, 2005, the Company had equity incentive plans, which are described more
      fully
      in the Company’s Annual Report on Form 10-KSB for the year ended December 31,
      2004. The
      Company accounts for its stock-based compensation programs according to the
      provisions of Accounting Principles Board Opinion No. 25, “Accounting for Stock
      Issued to Employees.” Accordingly, compensation expense is recognized based on
      the intrinsic value of compensatory options or shares granted under the plans.





If
      the
      Company had measured compensation cost for the stock options granted under
      the
      fair value based method subscribed by SFAS No. 123, “Accounting for Stock-Based
      Compensation,” net loss per share would have been increased to the following pro
      forma amounts:





For
                the three
              months
                ended
              June
                30, 2005
            
            For
                the three
              months
                ended
              June
                30, 2004
            
            For
                the six
              months
                ended
              June
                30, 2005
            
            For
                the six
              months
                ended
              June
                30, 2004Net
                loss as reported
            
            $
            (16,807,000
            )
            $
            (916,000
            )
            $
            (17,227,000
            )
            $
            (3,620,000
            )Deduct
                total stock-based
              employee
                compensation expense
              determined
                under fair value
              based
                methods for all awards
            
            
            (314,000
            )
            
            (201,000
            )
            
            (653,000
            )
            
            (418,000
            )Pro
                forma net loss
            
            $
            (17,121,000
            )
            $
            (1,117,000
            )
            $
            (17,880,000
            )
            $
            (4,038,000
            )Basic
                and diluted net loss per
              share
                as reported
            
            $
            (0.57
            )
            $
            (0.06
            )
            $
            (0.64
            )
            $
            (1.01
            )Pro
                forma basic and diluted net
              loss
                per share
            
            $
            (0.58
            )
            $
            (0.07
            )
            $
            (0.67
            )
            $
            (1.03
            )





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





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





Dividend
                yield
            0.00%Expected
                volatility
            78
                - 112%Risk-free
                interest rate
            3
                -
                4%Expected
                life
            5
                years








11
 **I-TRAX,
            INC. AND SUBSIDIARIES**
 **NOTES
            TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **(Unaudited** )











**5.
      RESTRUCTURING AND RELATED ACTIVITIES**





During
      the three months ended June 30, 2005, the Company completed an in-depth analysis
      of its structure and product development efforts. This analysis led to the
      conclusion that certain of the Company’s products and services were no longer
      essential to its integrated business model. The Company implemented a
      restructuring of its operations and related activities. In the restructuring,
      the Company recorded an impairment of long-lived assets, a provision for loss
      contracts and restructuring expenses, each of which is discussed below. The
      Company expects this restructuring to make a material improvement to its
      profitability and cash flow. The Company substantially completed the
      restructuring as of June 30, 2005.





***Impairment
      of Long-Lived Assets***





In
      accordance with SFAS No. 142, "Goodwill and Other Intangible Assets," and SFAS
      No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” the
      Company recorded an impairment to goodwill and long-lived assets totaling
      $12,470,000. Of this amount, the Company wrote-off software development costs
      of
      $3,563,000 associated with products that the Company will not sell or support
      in
      the future or with proprietary systems that the Company is no longer developing.
      The Company recorded an impairment of $8,424,000 to goodwill and $483,000 to
      miscellaneous long-lived assets, most of which was related to the acquisitions
      of iSummit Partners, LLC and WellComm Group, Inc.





***Provision
      for Loss Contracts***





The
      Company has determined that certain customer contracts are likely to continue
      to
      be unprofitable, notwithstanding the reductions in operating expenses
      implemented in the restructuring. The Company is attempting to renegotiate
      these
      contracts to reduce or eliminate such losses. Nonetheless, there can be no
      assurance that the Company will be able to achieve reductions in losses on
      these
      contracts. The Company has recorded a provision for loss contracts totaling
      $2,116,000 for the three and six months ended June 30, 2005, and has accrued
      this provision as accrued loss contracts in the accompanying condensed
      consolidated balance sheet as of June 30, 2005. The Company has classified
      $1,345,000 of the total provision for loss contracts as a current liability
      as
      of June 30, 2005.





***Restructuring
      Expenses***





In
      accordance with SFAS No. 146, “Accounting for Costs Associated with Exit or
      Disposal Activities,” the Company recorded restructuring expenses related to
      one-time termination benefits of $542,000, contract termination costs of
      $228,000, and other associated costs of $69,000 for the three and six months
      ended June 30, 2005.








12
 **I-TRAX,
            INC. AND SUBSIDIARIES**
 **NOTES
            TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **(Unaudited** )











**6.
      BUSINESS COMBINATION**





On
      March
      19, 2004, the Company merged with CHD Meridian, a privately held company and
      a
      major provider of outsourced, employer-sponsored healthcare services.





As
      of
      December 31, 2004, the Company had recorded a liability of $7,294,000 as accrued
      purchase price on the condensed consolidated balance sheet for the value of
      3,859,200 shares of common stock issuable pursuant to the merger agreement.
      Please see the Company’s Annual Report on Form 10-KSB for the year ended
      December 31, 2004 for further information. The liability was recorded using
      the
      market value of the shares on December 31, 2004, or $1.89. On April 5, 2005,
      the
      shares held in escrow pursuant to the merger agreement were released. The market
      value of the Company’s common stock on April 5, 2005 was $1.45. Consequently,
      the Company reduced its liability for the issuance of these shares by
      $1,698,000, approximating the liability for the fair value of the shares
      released on April 5, 2005, which was offset against goodwill.





During
      the three months ended March 31, 2005, the Company established an additional
      liability for a cash bonus plan for certain non-executive employees of CHD
      Meridian. The total liability of the cash bonus plan was estimated at $352,000,
      which was recorded as an increase to goodwill pursuant to the merger agreement.
      In March 2005, the Company paid $268,000 pursuant to the cash bonus plan. The
      remaining $84,000 was classified in other current liabilities at March 31,
      2004
      in the condensed consolidated balance sheet and was distributed in April
      2005.





The
      following are the Company’s unaudited pro forma results of operations for the
      six months ended June 30, 2004, giving effect to the acquisition of CHD Meridian
      as though the transaction had occurred on January 1, 2004. The results exclude
      transaction costs of $1,938,000 and transaction related bonuses and termination
      pay of $832,000 included in the CHD Meridian and the Company’s statements of
      operations, respectively. The pro forma results also include adjustments to
      amortization expense associated with the intangibles acquired and interest
      expense related to the new senior secured credit facility.





Six
                Months
              Ended
              June
                30, 2005
              (Actual)
            
            Six
                Months
              Ended
              June
                30, 2004
              (Pro
                Forma)Net
                revenue
            
            $
            55,704,000
            
            $
            49,186,000Operating
                loss
            
            
            (16,539,000
            )
            
            (1,005,000
            )Net
                loss
            
            $
            (17,227,000
            )
            $
            (2,329,000
            )Loss
                per share
            
            $
            (0.64
            )
            $
            (0.10
            )








13
 **I-TRAX,
            INC. AND SUBSIDIARIES**
 **NOTES
            TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **(Unaudited** )











**7.
      LONG TERM DEBT**





The
      Company, certain of its direct and indirect subsidiaries, and Bank of America,
      N.A., are parties to a senior secured credit facility pursuant to a Credit
      Agreement dated March 19, 2004, as amended. Effective June 29, 2005, the Company
      executed a Sixth Amendment to the Credit Agreement in anticipation of failure
      to
      meet certain covenants, which was caused by the restructuring. (See Note 5.
      Restructuring and Related Activities.) Under the Sixth Amendment: (1) the
      aggregate amount that can be borrowed under the facility increased to
      the lesser of $15,000,000 or the credit facility base calculation, in either
      case less outstanding letters of credit; (2) compliance with the covenant for
      the ratio of Funded Indebtedness to Earnings Before Interest, Taxes,
      Depreciation and Amortization (as defined in the Credit Agreement), or EBITDA,
      is waived through December 31, 2006; and (3) covenants setting minimum EBITDA
      targets for periods ending September 30, 2005 through December 31, 2006 were
      added.





As
      of
      June 30, 2005, the Company had $11,000,000 outstanding under the credit
      facility, which was classified as long term, and $1,000,000 under a letter
      of
      credit. The Company had $1,422,000 available under the credit facility at June
      30, 2005.








**8.
      COMMITMENTS AND CONTINGENCIES**





***Litigation***





CHD
      Meridian is involved in certain legal actions and claims on a variety of matters
      related to the normal course of business. Management believes that such legal
      actions will not have a material effect on the results of operations, financial
      position, or liquidity of the Company. (See also Note 10. Risk Retention Group.)





***Compliance
      with Healthcare Regulations***





Because
      the Company operates in the healthcare industry, it is 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.
      Recently, government activity has increased with respect to investigations
      and
      allegations concerning possible violations of fraud and abuse statutes and
      regulations by healthcare providers. Violations of these laws and regulations
      could result in, among other things, expulsion from government healthcare
      programs together with the imposition of significant fines and penalties, as
      well as significant repayments for patient services previously billed.





Management
      believes that the Company is in compliance with fraud and abuse statutes as
      well
      as other applicable government laws and regulations. Compliance with such laws
      and regulations can be subject to future government review and interpretation
      as
      well as regulatory actions unknown or unasserted at this time.








14
 **I-TRAX,
            INC. AND SUBSIDIARIES**
 **NOTES
            TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **(Unaudited** )











**8.
      COMMITMENTS AND CONTINGENCIES (continued)**





***Significant
      Customers***





As
      of
      June 30, 2005, two customers represented 19% and 11% of the Company’s accounts
      receivable as reflected on the condensed consolidated balance sheets. As of
      June
      30, 2004, two customers represented 10% each of the total accounts receivable.





For
      the
      three months ended June 30, 2005, one customer of the Company accounted for
      12%
      of the Company’s revenue. For the three months ended June 30, 2004, one customer
      of the Company accounted for 14% of the Company’s revenue.





For
      the
      six months ended June 30, 2005, one customer accounted for 12% of the Company’s
      revenue. For the six months ended June 30, 2004, one customer of the Company
      accounted for 13% of the Company’s revenue (which excludes any CHD Meridian
      revenue). For
      the
      six months ended June 30, 2004, one customer of the Company accounted for 14%
      of
      the Company’s revenue on a pro forma basis as if the merger had been effective
      as of January 1, 2004.





***Risk-Sharing
      Contracts***





From
      time
      to time the Company enters into risk-sharing contracts. A risk-sharing contract
      generally requires the Company to manage the health and wellness of a
      predetermined set of individuals for a term of three to five years. A
      risk-sharing contract provides that the Company is required to refund to its
      client a percentage of the Company’s fees if its program does not save the
      client an agreed upon percentage of the client’s healthcare costs. At June 30,
      2005, the Company estimated $114,000 of revenue was at risk, a decrease of
      $206,000 from December 31, 2004. The net decrease is attributable to estimated
      at risk fees of $175,000 and $267,000 for the three and six month periods ended
      June 30, 2005, respectively, offset by the recognition of $473,000 of revenue
      previously considered at risk in connection with the restructuring. (See Note
      5.
      Restructuring and Related Activities.) At risk fees were classified as deferred
      revenue in other current liabilities on the condensed consolidated balance
      sheet
      and were not included in revenue.








**9.
      STOCKHOLDERS’ EQUITY**





***Common
      Stock***





The
      Company has 100,000,000 shares of common stock authorized for issuance. As
      of
      June 30, 2005, the Company had issued and outstanding 30,716,890 shares of
      common stock.





As
      a
      condition of an employment agreement executed in the second quarter of 2005,
      the
      Company issued 120,000 shares of common stock to an executive for $150,000.
      The
      Company recognized non-cash compensation expenses of approximately $34,000
      in
      connection with this issuance. The expense is included in general administrative
      expenses on the condensed consolidated statement of operations for the three
      and
      six months ended June 30, 2005.





15
 **I-TRAX,
            INC. AND SUBSIDIARIES**
 **NOTES
            TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **(Unaudited** )











**9.
      STOCKHOLDERS’ EQUITY (continued)**




During
        the six months ended June 30, 2005, 43,245 shares of Series A Convertible
        Preferred Stock, and $92,021 in dividends accrued on such shares, were converted
        into an aggregate of 488,714 shares of common stock.


***Series
      A Convertible Preferred Stock***





As
      of
      June 30, 2005, the Company had issued and outstanding 1,027,038 shares of Series
      A Convertible Preferred Stock. Each share of Series A Convertible Preferred
      Stock converts into 10 shares of common stock. Each share of Series A
      Convertible Preferred Stock also accrues dividends at the rate of 8% per year
      on
      $25.00, the original sale price. As of June 30, 2005, the Company had accrued
      aggregate dividends of $2,634,000, which at the Company’s option are payable in
      cash or common stock at market price. If such dividends were paid in common
      stock at $1.52, the closing price of our common stock on June 30, 2005, the
      Company would be required to issue approximately 1,733,000 additional shares
      of
      common stock.





***Stock
      Options***





The
      table
      below summarizes the activity in the Company’s stock option plans for the six
      months ended June 30, 2005:





Incentive
              Options
            
            Non-Qualified
              Options
            
            Non-Plan
              Non-Qualified
              Options
            
            TotalOutstanding
                as of January 1, 2005
            533,188
            
            725,973
            
            493,998
            
            1,753,159Granted
            1,602,381
            
            653,619
            
            --
            
            2,256,000Exercised
            --
            
            --
            
            --
            
            --Forfeited/Expired
            (57,507
            )
            (20,000
            )
            --
            
            (77,507
            )Outstanding
                as of March 31, 2005
            2,078,062
            
            1,359,592
            
            493,998
            
            3,931,652Granted
            454,913
            
            340,087
            
            
            
            795,000Exercised
            --
            
            --
            
            --
            
            --Reclassification
            133,531
            
            (133,531
            )
            --
            
            --Forfeited/Expired
            (198,814
            )
            --
            
            --
            
            (198,814
            )Outstanding
                as of June 30, 2005
            2,467,692
            
            1,566,148
            
            493,998
            
            4,527,838





As
      of
      June 30, 2005, exercisable plan and non-plan options to purchase an aggregate
      of
      1,676,749 shares, with exercise prices ranging from $.01 to $10.00, were
      outstanding.





On
      May
      16, 2005, the Company granted options to acquire 400,000 shares of common stock
      to an executive in connection with his appointment as President and Chief
      Medical Officer. In accordance with applicable tax regulations, options to
      purchase 242,306 shares qualified for incentive stock option treatment. These
      options were issued at an exercise price of $1.56 per share, which approximated
      the market value at the date of the grant. The remaining options to purchase
      157,694 shares were issued at an exercise price of $1.40 per share, resulting
      in
      stock compensation expense of approximately $25,000, which was included in
      general administrative expenses on the condensed consolidated statement of
      operations for the three and six months ended June 30, 2005.





16
 **I-TRAX,
            INC. AND SUBSIDIARIES**
 **NOTES
            TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **(Unaudited** )











**9.
      STOCKHOLDERS’ EQUITY (continued)**





On
      May 17
      and June 1, 2005, the Company granted options to acquire an aggregate of 395,000
      shares of common stock to certain employees and directors at exercise prices
      of
      $1.40 and $1.63 per share, respectively, which approximated the market value
      at
      the respective date of grant. Some of these options were incentive options
      and
      others were non-qualified options.





Plan
      activity is summarized as follows:





Options
                Outstanding
            
            Options
                ExercisableRange
                of
              Exercise
              Price
            
            Number
              Outstanding
            
            Weighted
              Average
              Remaining
              Contractual
                Life
            
            Weighted
              Average
              Exercise
              Price
            
            Number
              Exercisable
            
            Weighted
              Average
              Exercise
              Price$.01
            
            112,000
            
            6.60
            
            $00.01
            
            112,000
            
            $00.01$1.40-$1.77
            
            3,366,497
            
            9.47
            
            $01.45
            
            613,309
            
            $01.50$2.60-$3.00
            
            656,715
            
            6.33
            
            $02.76
            
            612,270
            
            $02.75$3.10-$5.00
            
            289,526
            
            6.93
            
            $04.22
            
            236,070
            
            $04.33$5.50-$7.50
            
            60,100
            
            6.42
            
            $06.00
            
            60,100
            
            $06.00$10.00
            
            43,000
            
            4.92
            
            $10.00
            
            43,000
            
            $10.004,527,838
            
            8.69
            
            $01.93
            
            1,676,749
            
            $02.64








**10.
      RISK RETENTION GROUP**





Since
      2004, the Company has secured medical malpractice and general liability
      insurance for certain of its 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. In years prior to 2004, the Company secured such insurance in the
      commercial market.





On
      an
      annual basis, the Company uses independent actuaries to estimate its exposures
      for claims obligations (for both asserted and unasserted claims) related to
      deductibles and exposures in excess of coverage limits, and the Company
      maintains reserves for these obligations. Loss and loss adjustment expense
      reserves are recorded monthly and represent management’s best estimate of the
      ultimate net cost of all reported and unreported losses incurred. The reserves
      for unpaid losses and loss adjustment expenses are estimated using individual
      case-basis valuations and statistical analyses. Those 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 continuously as experience develops or new information becomes known;
      such adjustments are included in current operations.





17
 **I-TRAX,
            INC. AND SUBSIDIARIES**
 **NOTES
            TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **(Unaudited** )











**10.
      RISK RETENTION GROUP (continued)**





As
      of
      June 30, 2005, the Company’s estimated loss reserve for incurred but not
      reported losses and loss adjustment expense predating GHIC was $2,000,000,
      which
      is included in other long term liabilities on the condensed consolidated balance
      sheet. The Company also maintains a reserve for cost and settlement amounts
      of
      reported claims predating GHIC, which is included in other current liabilities
      on the condensed consolidated balance sheet. During the three and six months
      ended June 30, 2005, the Company incurred $64,000 related to reported claims,
      reducing the balance of reserve for cost and settlement amounts of reported
      claims at June 30, 2005 to $1,547,000.





During
      the three and six months ended June 30, 2005, GHIC increased its reserves for
      reported claims and incurred but not reported losses and loss adjustment expense
      by $282,000 and $611,000, respectively, to $1,341,000, which is included in
      other current liabilities on the condensed consolidated balance sheet.

















18
 **I-TRAX,
              INC. AND SUBSIDIARIES**
 **NOTES
              TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **(Unaudited** )








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





The
      following Management’s Discussion and Analysis of Financial Condition and
      Results of Operations of I-trax, Inc. and its subsidiaries should be read in
      conjunction with our unaudited condensed consolidated financial statements
      and
      related notes appearing on the preceding pages as well as our audited financial
      statements and related notes included in our Annual Report on Form 10-KSB for
      the year ended December 31, 2004 filed on March 30, 2005.





***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-KSB for the fiscal year ended December 31, 2004 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 related to our senior secured
                  credit
                  facility;●
              long
                  and complex sales cycles;●
              loss
                  of a major client;
   19
   ●
              cost
                  pressures in the healthcare industry;●
              exposure
                  to professional liability claims and a failure to manage effectively
                  our
                  professional liability risks;●
              economic
                  uncertainty; and●
              each
                  of the factors discussed under “Item 1 - Description of Business - Risk
                  Factors” in our Annual Report on Form 10-KSB for the year ended December
                  31, 2004.





***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,
      2005 and the results of the operations and cash flows for the three and six
      months ended June 30, 2005. The preparation of these financial statements
      requires us to make estimates and judgments that affect the reported amounts
      of
      assets and liabilities and the reported amounts of revenues and expenses during
      the covered periods. We base our estimates and judgments on our historical
      experience and on various other factors that we believe are reasonable under
      the
      circumstances. We evaluate our estimates and judgments, including those related
      to revenue recognition, bad debts, and goodwill and other intangible assets
      on
      an ongoing basis. Notwithstanding these efforts, there can be no assurance
      that
      actual results will not differ from the respective amount of those estimates.





***Business
      Overview***





I-trax
      is
      an integrated health and productivity management company formed by the merger
      on
      March 19, 2004 of I-trax, Inc. and Meridian Occupational Healthcare Associates,
      Inc., which did business as CHD Meridian Healthcare. We
      offer
      a range of health and productivity-related services to large, self-insured
      employers. Our services can be integrated or blended as necessary or appropriate
      based on each client’s needs. They include on-site health related services such
      as occupational health, primary care, corporate health, and pharmacy, which
      were
      historically offered by CHD Meridian Healthcare. We believe we are the nation’s
      largest provider of on-site corporate health management services on an
      outsourced basis. Our services also encompass various personalized health
      management services delivered telephonically and over the internet, which were
      historically offered by I-trax.





We
      believe our service offerings improve the health status of employee populations
      and manage the upward claim trend experienced by employers and employees,
      self-insured employers and government agencies. By proactively managing our
      clients’ existing healthcare needs, we believe our programs reduce later need
      for critical care and related costs, increase productivity, reduce absenteeism,
      improve health status of both active employees and retirees, and reduce overall
      costs.





Our
      services are designed to allow employers to contract directly for a wide range
      of employee healthcare needs. We can deliver these services at or near the
      client’s work site by opening, staffing and managing a clinic or pharmacy
      dedicated to the client and its employees, or remotely by using the Internet
      and
      our state-of-the-art Care Communication Center staffed with trained nurses
      and
      other healthcare professionals who are available 24 hours per day, 7 days per
      week. Our array of services provides each client with flexibility to meet its
      specific pharmacy, primary care, occupational health, corporate health,
      wellness, lifestyle management or disease management needs.






20





We
      provide services to approximately 118 clients, including automotive and
      automotive parts manufacturers, consumer products manufacturers, large financial
      institutions, health plans, integrated delivery networks, and third party
      administrators. On June 30, 2005, we operated 183 on-site facilities for 89
      of
      such clients in 30 states and provided a variety of other health management
      programs for the remaining 29 of such clients. Our client retention rate has
      been high because we establish 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.





***Critical
      Accounting Policies***





A
      summary
      of significant accounting policies is disclosed in Note 2 to the consolidated
      financial statements included in our Annual Report on Form 10-KSB for the year
      ended December 31, 2004. 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 Annual Report
      on Form 10-KSB for the year ended December 31, 2004. There have been no changes
      in the nature of our critical accounting policies or the application of those
      policies since December 31, 2004.





***CHD
      Meridian Healthcare Merger***





We
      merged
      with CHD Meridian Healthcare on March 19, 2004. The total value of the merger
      consideration was approximately $79,232,000. The results of operations for
      the
      three months ended March 31, 2004 do not include the results of operations
      for
      CHD Meridian because we agreed for accounting purposes to consolidate results
      of
      operations effective as of April 1, 2004. However, the discussion below, to
      the
      extent it concerns our results and performance for the quarter ended March
      31,
      2004, assumes that the merger took effect on January 1, 2004.





***Key
      Financial Trends and Analytical Points***





***Restructuring
      and Related Activities.*** During
      the three months ended June 30, 2005, we completed an in-depth analysis of
      our
      structure and product development efforts. This analysis led to the conclusion
      that certain of our products and services were no longer essential to our
      integrated business model. We implemented a restructuring of our operations
      and
      related activities. In the restructuring, we recorded an impairment of
      long-lived assets, a provision for loss contracts and restructuring expenses,
      each of which is discussed below. We expect the restructuring to make a material
      improvement to our profitability and cash flow. We substantially completed
      the
      restructuring as of June 30, 2005.





*Impairment
      of Long-Lived Assets* .
      In the
      restructuring, we recorded an impairment to long-lived assets totaling
      $12,470,000. Of this amount, we wrote-off software development costs of
      $3,563,000 associated with products that we will not sell or support in the
      future or with proprietary systems that we are no longer developing. We recorded
      an impairment of $8,424,000 to goodwill and $483,000 to miscellaneous long-lived
      assets, most of which was related to the acquisitions of iSummit Partners,
      LLC
      and WellComm Group, Inc.





*Provision
      for Loss Contracts.* We
      determined that certain customer contracts are likely to continue to be
      unprofitable, notwithstanding the reductions in our operating expenses that
      we
      have already implemented. We are attempting to renegotiate these contracts
      to
      reduce or eliminate such losses. Nonetheless, there can be no assurance that
      we
      will be able to achieve reductions in our losses on these contracts. We
      therefore recorded a provision for loss contracts totaling $2,116,000 for the
      three and six months ended June 30, 2005 and have accrued this provision as
      accrued loss contracts in the accompanying condensed consolidated balance sheet
      as of June 30, 2005. We have classified $1,345,000 of the total provision for
      loss contracts as a current liability as of June 30, 2005.








21





*Restructuring
      Expenses.* We
      recorded restructuring expenses related to one-time termination benefits of
      $542,000, contract termination costs of $228,000, and other associated costs
      of
      $69,000 for the three and six months ended June 30, 2005.





***Revenue
      Trend.*** Our
      revenue continued its steady growth during the second quarter, increasing 2.8%
      from the first quarter, 6.9% from the fourth quarter of 2004, and 15.8% from
      the
      second quarter of 2004. We continue to add sites while seeing an increase in
      demand for our services, primarily in our pharmacy operations. We added two
      sites in the second quarter, bringing our total on-site health clinics under
      management to 183 .





We
      do not
      include pass-through pharmaceutical sales in our net revenue. For the three
      and
      six months ended June 30, 2005, these sales were $28,964,000 and $60,794,000,
      respectively, compared to $23,453,000 and $44,984,000 for the three and six
      months ended June 30, 2004. This growth in pass-through pharmacy sales is driven
      by the increased utilization of our on-site pharmacies as well as the launch
      of
      our new mail-order pharmacy program in the first quarter of 2005.





***Profitability.*** Consolidated gross profit contribution, that is net revenue less direct costs
      of
      operations excluding impairment of long-lived assets, provision for loss
      contracts, and restructuring expenses, was $6,384,000 for the quarter ended
      June
      30, 2005 as compared to $5,267,000 for the quarter ended June 30, 2004. Our
      percentage gross margin for the quarters ended June 30, 2005 and June 30, 2004
      was 22.6% and 21.6% of net revenue, respectively. Over the past four quarters,
      our gross margin has ranged from 22.0% to 26.2% of net revenue and averaged
      23.5% of net revenue.





Our
      net
      loss for the quarter ended June 30, 2005 was $1,382,000 after eliminating the
      effects of impairment of long-lived assets, provision for loss contracts, and
      restructuring expenses incurred in the second quarter. Net loss for the quarter
      ended March 31, 2005, after eliminating the effects of approximately $150,000
      of
      early termination fees, was $570,000. This increased net loss was a contributing
      factor to our decision to restructure
      our business. We anticipate that this restructuring of operations and related
      activities will materially improve our financial performance in future periods.





***Working
      Capital.*** At June
      30, 2005, we had a working capital deficit of $1,826,000, as compared to a
      working capital surplus of $26,000 at December 31, 2004. During the quarter
      ended June 30, 2005, we amended our credit facility to increase its limit to
      $15,000,000 to accommodate the additional working capital needs of our new
      on-site facilities and certain restructuring expenses and related activities.
      We
      increased the balance outstanding under our credit facility to $11,000,000
      at
      June 30, 2005 from $8,308,000 at December 31, 2004.





***Results
      of Operations***





We
      commenced reporting financial results that include CHD Meridian Healthcare
      operations beginning as of April 1, 2004, and consequently, our historic results
      for the three month period ended March 31, 2004 only reflect the separate
      operations of I-trax. Accordingly, in addition to providing comparative analysis
      on a historical basis, for the comparison of six month periods ended June 30,
      2005 and 2004 we are providing supplemental unaudited pro forma information
      that
      we believe is useful to understand how our results of operations have performed
      on a comparative basis as if the acquisition of CHD Meridian Healthcare occurred
      on January 1, 2004.





22








***Three
      Months ended June 30, 2005 Compared to Three Months ended June 30, 2004***





Revenue
      for the three months ended June 30, 2005 was $28,239,000,
      an increase of $ 3,855,000,
      or 15.8%, from $24,384,000 for the three months ended June 30, 2004. This
      increase was primarily due to growth in our on-site primary care and pharmacy
      operations as well as the addition of two new facilities.





Operating
      expenses, which represent our direct costs associated with services to clients,
      amounted to $21,855,000
      for the three months ended June 30, 2005, an increase of $ 2,738,000,
      or 14.3%, from $19,117,000 for the three months ended June 30, 2004. The
      increase is attributable to costs associated with generating additional revenue.
      Operating expenses as a percentage of revenue were 77.4% and 78.4% for the
      three
      months ended June 30, 2005 and 2004, respectively.





Impairment
      of long-lived assets for the three months ended June 30, 2005 was $12,470,000.
      As discussed above, we wrote-off software development costs of $3,563,000
      associated with products that we no longer sell and will not support in the
      future and with proprietary systems that we are no longer developing. We
      recorded an impairment of $8,424,000 to goodwill and $483,000 to miscellaneous
      long-lived assets, in each case related to the acquisitions of iSummit Partners
      and WellComm Group.





Our
      provision for loss contracts for the three months ended June 30, 2005 was
      $2,116,000. As discussed above, w e
      determined that certain customer contracts are likely to continue to be
      unprofitable, notwithstanding the reductions in our operating expenses that
      we
      have already implemented. We are attempting to renegotiate these contracts
      to
      reduce or eliminate such losses.





Our
      restructuring expenses for the three months ended June 30, 2005 were $839,000.
      W e
      recorded expenses related to the one-time termination benefits of $542,000,
      contract termination costs of $228,000 and other associated costs of $69,000
      that consists primarily of consulting fees.





General
      and administrative expenses, which represent our corporate costs, increased
      to
      $6,341,000 for the three months ended June 30, 2005 from $4,651,000 for the
      three months ended June 30, 2004. The increase is attributable to increased
      salaries and benefits associated with the recruitment and hiring of an enhanced
      senior management team, increased consulting fees related to information
      technology temporary staffing needs and software development, and other
      increases related to taxes, Sarbanes-Oxley Act compliance efforts, and
      marketing. We
      expect
      our general and administrative expenses to decrease in future periods as a
      result of the restructuring discussed above.





Depreciation
      and amortization expenses were $916,000 for the three months ended June 30,
      2005, a decrease of $441,000 as compared to $1,357,000 for the three months
      ended June 30, 2004. Approximately $177,000 of this decrease is related to intangibles that were
      fully amortized as of March 31, 2005. The remaining change is due to the
      reclassification of certain intangible assets to goodwill as disclosed in our
      Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004 and
      the
      effect of impairing certain assets as part of the restructuring discussed above.





Interest
      expense for the three months ended June 30, 2005 was $177,000, representing
      an
      increase of $14,000, or 8.6%, from $163,000 for the three months ended June
      30,
      2004. Interest expense primarily includes interest payable under our senior
      secured credit facility. The increase in interest expense is attributable to
      higher average outstanding balance on our revolving line of credit.






23





Amortization
      of financing costs for the three months ended June 30, 2005 were $80,000,
      representing an increase of $68,000 from $12,000 for the three months ended
      June
      30, 2004. The increase is due to additional financing costs capitalized in
      connection with credit facility amendments.





For
      the
      three months ended June 30, 2005, our net loss was $16,807,000, as compared
      to a
      net loss of $916,000 for the three months ended June 30, 2004. The increase
      in
      our net loss is primarily attributable to the restructuring related charges
      and
      increases in general and administrative expenses. Excluding the effects of
      the
      impairment of long-lived assets, the provision for loss contracts, and
      restructuring expenses discussed above, our net loss for the three months ended
      June 30, 2005 would have been $1,382,000. We expect the restructuring to
      decrease our general and administrative expenses in future periods.





***Six
      Months ended June 30, 2005 Compared to Six Months ended June 30,
      2004***





Revenue
      for the six months ended June 30, 2005 was $55,704,000, an increase of
      $29,873,000 from $25,831,000 for the six months ended June 30, 2004. The
      substantial increase is the result of the CHD Meridian Healthcare acquisition
      and growth in our on-site primary care and pharmacy operations.





Operating
      expenses, which represent our direct costs associated with services to clients,
      amounted to $43,006,000 for the six months ended June 30, 2005, an increase
      of
      $23,192,000 from $19,814,000 for the six months ended June 30, 2004. The
      substantial increase is the result of the CHD Meridian Healthcare acquisition.
      Our percentage gross margin for the quarters ended June 30, 2005 and June 30,
      2004 was 22.6% and 21.6% of net revenue, respectively.





Impairment
      of long-lived assets for the six months ended June 30, 2005 was $12,470,000.
      As
      discussed above, w e
      wrote-off software development costs of $3,563,000 associated with products
      that
      we no longer sell and will not support in the future and with proprietary
      systems that we are no longer developing. We recorded an impairment of
      $8,424,000 to goodwill and $483,000 to miscellaneous long-lived assets, in
      each
      case related to the acquisitions of iSummit Partners and WellComm Group.





Our
      provision for loss contracts for the six months ended June 30, 2005 was
      $2,116,000. As discussed above, w e
      determined that certain customer contracts are likely to continue to be
      unprofitable, notwithstanding the reductions in our operating expenses that
      we
      have already implemented.





Our
      restructuring expenses for the six months ended June 30, 2005 were $839,000.
      W e
      recorded expenses related to the one-time termination benefits of $542,000,
      contract termination costs of $228,000 and other associated costs of $69,000
      that consists primarily of consulting fees.





General
      and administrative expenses, which represent our corporate costs, increased
      to
      $11,844,000 for the six months ended June 30, 2005 from $6,672,000 for the
      six
      months ended June 30, 2004. The increase of $5,172,000 is primarily attributable
      to the CHD Meridian Healthcare acquisition.





Depreciation
      and amortization expenses were $1,968,000 for the six months ended June 30,
      2005, an increase of $176,000 as compared to $1,792,000 for the six months
      ended
      June 30, 2004. Approximately $470,000 of depreciation and amortization expenses
      are excluded from our results of operations as a result of the effective date
      of
      the CHD Meridian Healthcare acquisition.





Interest
      expense for the six months ended June 30, 2005 was $304,000, representing a
      decrease of $472,000, or 60.8%, from $776,000 for the six months ended June
      30,
      2004. For the six months ended June 30, 2005, interest expense includes interest
      payable under our senior secured credit facility. For the six months ended
      June
      30, 2004, interest expense includes a charge of $573,000 attributable to the
      unamortized portion of the discount and beneficial conversion value associated
      with a convertible debenture.






24





Amortization
      of financing costs for the six months ended June 30, 2005 were $125,000,
      representing an increase of $78,000 from $47,000 for the six months ended June
      30, 2004. This increase is attributable to costs associated with amending our
      senior credit facility.





For
      the
      six months ended June 30, 2005, our net loss was $17,227,000, as compared to
      a
      net loss of $3,620,000 for the six months ended June 30, 2004.





***Six
      Months ended June 30, 2005 (Actual) Compared to Six Months ended June 30, 2004
      (Pro Forma)***





The
      following are our unaudited pro forma results of operations giving effect to
      the
      acquisition of CHD Meridian Healthcare as though the transaction had occurred
      on
      January 1, 2004. The results exclude transaction costs of $1,938,000 and
      transaction related bonuses and termination pay of $832,000 included in CHD
      Meridian Healthcare’s and our statements of operations, respectively. The pro
      forma results also include adjustments to amortization expense associated with
      the intangibles acquired and interest expense related to the new credit
      facility.





Six
                Months
              Ended
              June
                30, 2005
              (Actual)
            
            Six
                Months
              Ended
              June
                30, 2004
              (Pro
                Forma)Net
                revenue
            
            $
            55,704,000
            
            $
            49,186,000Operating
                loss
            
            
            (16,539,000
            )
            
            (1,005,000
            )Net
                loss
            
            $
            (17,227,000
            )
            $
            (2,329,000
            )Loss
                per share
            
            $
            (0.64
            )
            $
            (0.10
            )





Revenue
      on a pro forma basis for the six months ended June 30, 2005 increased
      $6,518,000, or approximately 13.3%,
      to $ 55,704,000
      from $ 49,186,000
      for the six months ended June 30, 2004. This growth was generated by increases
      from our corporate health, primary care and pharmacy service lines.





Total
      costs and expenses include direct costs of our operations (including impairment
      of long-lived assets, provision for loss contracts, and restructuring expenses),
      corporate overhead (general and administrative expenses), and depreciation
      and
      amortization. Total costs and expenses for the six months ended June 30, 2005
      increased $22,052,000, or approximately 43.9%, to $72,243,000 from $ 50,191,000
      reported for the six months ended June 30, 2004. Of this increase, $15,425,000
      is attributable to the restructuring of our health and productivity management
      services. The balance of the increase is attributable to growth in our corporate
      health, primary care and pharmacy service lines as well
      as growth in our general and administrative expenses. Our restructuring, as
      discussed above, should reduce general and administrative expenses in the
      future.




Interest
      expense and financing costs for the six months ended June 30, 2005 decreased
      from the six months ended June 30, 2004. During the three months ended June
      30,
      2004, we recorded non-recurring charges to interest expense and other expenses
      in the amount of $923,000.








25





***Liquidity
      and Capital Resources***





***Operating
      Activities***





We
      used
      $1,826,000 of cash to fund our operations during the six months ended June
      30,
      2005. The following factors accounted for our operating cash deficit:





(1)  Our
      operating loss for the quarter was $17,227,000, which included non-cash charges
      of $12,470,000 for impairment of long-lived assets and $4,143,000 of
      non-cash depreciation, amortization, accrued loss on contracts, and other
      non-cash charges.





(2)  Our
      accounts receivable and other current assets balances increased by $4,918,000
      reflecting growth in pharmaceutical purchases and revenue. Other current assets
      have increased as a result of a prepayment of professional liability insurance.





(3)  Our
      liabilities (which include accounts payable, accrued expenses, accrued
      restructuring charges, and other current and long term liabilities)
      increased by $3,435,000, driven primarily by accruals recorded in relation
      to
      our restructuring and related activities of $795,000. Other contributing factors
      to this increase were an increase in pharmaceutical sales driving higher
      pharmaceutical purchases, an increase in dividends payable related to our
      preferred stock, an increase in accrued benefits due primarily to vacation
      and
      payroll timing differences, and increases in reserves for Green Hills Insurance,
      our Risk Retention Group.





***Investing
      Activities***





Net
      cash
      used in investing activities was $1,543,000 for the six months ended June 30,
      2005, which consisted of $822,000 of capitalized software costs and $687,000
      of
      capital expenditures. The remaining amount of $34,000 relates to additional
      financing costs associated with amending our senior credit facility.





***Financing
      Activities***





Net
      cash
      provided by financing activities was $2,833,000 for the six months ended June
      30, 2005, substantially all of which represented additional draws of $2,692,000
      under our senior secured credit facility. We used these funds to finance our
      cash loss, working capital requirements (which increased due to additional
      revenue, expenses and accounts receivable generated from increases in same-site
      operations as well as the addition of six new facilities during 2005), capital
      expenditures and development expenses. As a result of our
      restructuring, as discussed above, we will substantially reduce our development
      expenses in future periods.





We
      amended our credit facility to finance working capital needs associated with
      our
      business growth and restructuring expenses. The amendment, effective June 29,
      2005: (1) increased the aggregate amount that can be borrowed under the
      facility to the lesser of $15,000,000 or the credit facility base calculation,
      in either case less outstanding letters of credit; (2) waived compliance with
      the covenant for the ratio of the Funded Indebtedness to Earnings Before
      Interest, Taxes, Depreciation and Amortization (as defined in the credit
      facility), or EBITDA, through December 31, 2006; and (3) added covenants setting
      minimum EBITDA targets for periods ending September 30, 2005 through December
      31, 2006. The minimum EBITDA targets for periods ending September 30, 2005
      through December 31, 2006 are:





26








Period
            Minimum
                EBITDAJuly
                1, 2005 - September 30, 2005
            $
                780,000July
                1, 2005 - December 31, 2005
            1,560,000July
                1, 2005 - March 31, 2006
            2,560,000Last
                four fiscal quarters ending June 30, 2006
            3,580,000Last
                four fiscal quarters ending September 30, 2006
            3,960,000Last
                four fiscal quarters ending December 31, 2006
            4,450,000





As
      of
      June 30, 2005, $11,000,000 was outstanding under the credit facility, which
      was
      classified as long term, and $1,000,000 was outstanding under a letter of
      credit. We had $1,422,000 available under the credit facility at June 30, 2005.





***Future
      Capital Requirements***





Our
      primary future cash needs will be to finance continuing cash losses, if any,
      fund working capital, and pay for anticipated capital expenditures. Through
      our restructuring efforts, we eliminated the need to continue funding software
      development at the same rate as in the first half of the year, which amounted
      to
      $822,000. Excluding software development costs, we had capital expenditures
      totaling $687,000 during the six months ended June 30, 2005.





We
      believe that our cash and cash equivalents of $3,267,000 at June 30, 2005 (which
      includes approximately $4,032,000 held at Green Hills Insurance Company) and
      availability under our credit facility will be sufficient to meet our
      anticipated cash needs for the next 12 months taking into consideration the
      restructuring described above. We cannot, however, provide assurances that
      our
      actual cash requirements will not be greater than we currently believe. We
      will,
      from time to time, consider the acquisition of, or investment in, complementary
      businesses, products, services and technologies, which would most likely effect
      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, asset sales or financing from third parties, or a
      combination thereof. We cannot provide assurance that these additional sources
      of funds will be available or, if available, would have reasonable terms.





***Material
      Commitments***





We
      have
      various contractual obligations which 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 statement but are required to be disclosed.





27








The
      following table summarizes our significant contractual obligations at June
      30,
      2005, and the effect such obligations are expected to have on our liquidity
      and
      cash in future periods:





Non-cancelable
              operating
                leases
            
            Senior
                credit
              facilityRemainder
                of 2005
            
            $
            719,000
            
            $
            --2006
            
            
            1,175,000
            
            
            --2007
            
            
            1,016,000
            
            
            11,000,0002008
            
            
            906,000
            
            
            --2009
            
            
            817,000
            
            
            --Thereafter
            
            
            1,000
            
            
            --Total
                contractual obligations
            
            $
            4,634,000
            
            $
            11,000,000




***Material
      Equity Transactions***




CHD
        Meridian Healthcare was a defendant in a lawsuit seeking the return of payments
        received in the ordinary course of business from a client that filed for
        protection under bankruptcy laws during 2003. This lawsuit was previously
        disclosed in our quarterly report for the quarter ended March 31, 2005 filed
        on
        April 16, 2005. The Company has settled this lawsuit for an amount substantially
        less than demanded in May 2005.


As
      described in our Annual Report on Form 10-KSB for the fiscal year ended December
      31, 2004, I-trax had 3,859,200 shares of common stock in escrow for issuance
      to
      former CHD Meridian Healthcare stockholders. CHD Meridian Healthcare achieved
      the maximum EBITDA targets and consequently, on April 5, 2005, I-trax released
      3,859,200 shares held in escrow to former CHD Meridian Healthcare stockholders.
      On April 5, 2005, the market value of our stock was $1.45 per share.





Effective
      June 2, 2005, our President and Chief Medical Officer purchased from us 120,000
      shares at a purchase price of $1.25 per share.





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




As
      of
      June 30, 2005, we did not own any derivative instruments, but we were exposed
      to
      market risks, primarily due to changes in U.S. interest rates. Our credit
      facility bears a variable interest rate, and accordingly, the fair market value
      of the debt is sensitive to changes in interest rates.





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





Our
      management, under the supervision and with the participation of the principal
      executive officer and principal financial officer, has evaluated the
      effectiveness of our controls and procedures related to our reporting and
      disclosure obligations as of June 30, 2005, which is the end of the period
      covered by this Quarterly Report on Form 10-Q. Based on that evaluation, the
      principal executive officer and principal financial officer have concluded
      that
      our disclosure controls and procedures are effective.





There
      were no changes that occurred during the fiscal quarter ended June 30, 2005
      that
      have materially affected, or are reasonably likely to materially affect, our
      internal controls over financial reporting.













28





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





**Issuance
      of Unregistered Securities**





Effective
      June 2, 2005, our President and Chief Medical Officer purchased from us 120,000
      shares at a purchase price of $1.25 per share for an aggregate purchase price
      of
      $150,000. In undertaking this issuance, we relied on an exemption from
      registration under Section 4(2) of the Securities Act.


**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 Chadds Ford, Pennsylvania on May 17, 2005
      to elect directors and consider and act upon certain amendment to our 2001
      Equity Compensation Plan. Of the 40,824,733 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,
      37,431,615 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 2006 annual meeting of
      stockholders was as follows:





For
            Against
            WithheldHaywood
                D. Cochrane, Jr.
            37,075,008
            34,707
            558,729Philip
                D. Green
            37,075,008
            34,707
            558,729Gail
                F. Lieberman
            37,075,008
            34,707
            321,900Frank
                A. Martin
            37,035,008
            74,707
            558,729Dr.
                David Nash
            37,075,008
            34,707
            321,900R.
                Dixon Thayer
            37,075,008
            34,707
            558,729





The
      approval of amendments to our 2001 Equity Compensation Plan to increase the
      number of available shares by 2,000,000, increase the number of shares added
      each January 1 to 300,000, and increase the maximum grant to a single individual
      in a single year to 400,000 was as follows:





For
            Against
            Withheld22,939,705
            3,424,695
            471,540








29








**Item
      5.**  **Other
      Information**





E.
      Stuart
      Clark, an Executive Vice President - On-Site Healthcare Services, was a named
      executive officer in our 2005 proxy statement. We are filing as exhibits to
      this
      quarterly report his employment agreement and an amendment to such employment
      agreement. The terms of Mr. Clark’s employment agreement were described in our
      2005 proxy statement.





**Item
          6.** **Exhibits**




**Number**
            **Exhibit
              Title**10.1
            Employment
                Agreement dated as of January 1, 2000,
                between Meridian Occupational Healthcare Associates, Inc. and E.
                Stuart
                Clark.10.2
            Amendment
                to Employment Agreement executed on January
                26, 2005 and effective as of November 15, 2004, between and CHD Meridian
                Healthcare, LLC and E. Stuart Clark.10.3
            Amendment
                to Employment Agreement effective as of July
                5, 2005, between and I-trax, Inc. and Yuri Rozenfeld.10.4
            First
                Amendment to Lease Agreement dated May 17, 2005
                between Burton Hills IV Partners and CHD Meridian Healthcare, LLC.15
            Awareness
                letter of Goldstein, Golub Kessler LLP regarding
                unaudited interim financial information.31.1
            Certification
                Pursuant to 18 U.S.C. Section 1350, as
                Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
                2002.31.2
            Certification
                Pursuant to 18 U.S.C. Section 1350, as
                Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
                2002.32.1
            Certification
                Pursuant to 18 U.S.C. Section 1350, as
                Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002.32.2
            Certification
                Pursuant to 18 U.S.C. Section 1350, as
                Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002.





30





**SIGNATURE**





Pursuant
      to the requirements 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.








I-TRAX,
                INC.Date:
                August 15, 2005
            By:/s/
                R. Dixon ThayerR.
                Dixon Thayer, Chief Executive OfficerDate:
                August 15, 2005
            By:/s/
                David R. BockDavid
                R. Bock, Senior Vice Presidentand
                Chief Financial Officer










31