UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB/A


(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                  For the quarterly period ended: June 30, 2000

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(D)  OF THE  SECURITIES
     EXCHANGE ACT

                         Commission File Number: 0-30275

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

           Delaware                                            13-3212593
------------------------------                            -------------------
 (State or other jurisdiction)                              (I.R.S. Employer
                                                            Identification No.)

           One Logan Square, 130 N. 18th Street, Philadelphia PA 19103
                 -----------------------------------------------
                    (Address of principal executive offices)

                                 (215) 557-7488
                 -----------------------------------------------
                           (Issuer's telephone number)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the last practicable date: As of June 30, 2000, the Registrant had
17,828,084 shares of its $0.001 par value Common Stock outstanding.

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


<PAGE>






                                      INDEX

                                                                           Page

PART I   FINANCIAL INFORMATION.............................................. 2
  Item 1.  Financial Statements ............................................ 2
  Item 2.  Management's Discussion and Analysis of Financial Condition
           and Results of Operations........................................16

PART II   OTHER INFORMATION.................................................21
  Item 1.  Legal Proceedings................................................21
  Item 2.  Changes in Securities............................................21
  Item 3.  Defaults upon Senior Securities..................................22
  Item 4.  Submission of Matters to a Vote of Security Holders..............22
  Item 5.  Other Information................................................22
  Item 6.  Exhibits and Reports on Form 8-K.................................22














                                       1
<PAGE>




Part I  Financial Statements

Item 1. Financial Statements




                                I-TRAX.COM, INC.

                              FINANCIAL STATEMENTS

            FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2000 AND 1999

                                   (UNAUDITED)





                                                                Page
                                                               Number

Balance sheets at June 30, 2000 (unaudited) and
    December 31, 1999                                             3

Statements of operations for the three months
    ended June 30, 2000 and 1999 (unaudited)                      4

Statements of operations for the six months
    ended June 30, 2000 and 1999 (unaudited)                      5

Statement of stockholders' equity for the
    six months ended June 30, 2000 (unaudited)                    6

Statements of cash flows for the six months
    ended June 30, 2000 and 1999 (unaudited)                     7

Notes to financial statements (unaudited)                      8 to 15













                                       2
<PAGE>


                                                     I-TRAX.COM, INC.
                                                      BALANCE SHEETS

                                                          ASSETS

<TABLE>
<CAPTION>
                                                                                    June 30,
                                                                                       2000                 December 31
                                                                                   (unaudited)                  1999
                                                                                -----------------         ---------------
<S>                                                                             <C>                       <C>
Current assets:
    Cash                                                                        $          84,699         $       195,728
    Accounts receivables, net                                                             253,617                 412,038
    Prepaid expenses                                                                       30,382                  18,770
    Other receivables                                                                      61,960                       -
                                                                                -----------------         ---------------
    Total current assets                                                                  430,658                 626,536
                                                                                -----------------         ---------------

Property and equipment, net                                                               231,873                  36,120
    Web site development costs                                                            210,750                   6,000
    Security deposits                                                                     128,162                  40,162
                                                                                -----------------         ---------------
       Total assets                                                             $       1,001,443         $       708,818
                                                                                =================         ===============



                                           LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
    Accounts payable and accrued expenses                                       $         444,080         $       192,578
    Convertible note payable                                                                    -                  37,500
    Capital lease payable                                                                   5,547                       -
    Due to related parties                                                                 48,048                  66,048
                                                                                -----------------         ---------------
    Total current liabilities                                                             497,675                 296,126
                                                                                -----------------         ---------------

Capital lease obligation, net of current portion                                           28,743                       -
                                                                                -----------------          --------------
       Total liabilities                                                                  526,418                 296,126
                                                                                -----------------         ---------------

Commitments & Contingencies  (Note 5)                                                         -                         -

Stockholders' Equity:
    Preferred Stock  - $.001 par value, 2,000,000 shares authorized,
      -0- issued and outstanding                                                                                        -
    Common Stock - $.001 par value, 50,000,000 shares authorized,
       17,828,084 and 16,028,084 issued and outstanding, respectively                      17,828                  16,028
    Additional paid in capital                                                          3,076,380               1,043,299
    Accumulated deficit                                                               (2,619,183)               (646,635)
                                                                                -----------------          --------------
       Total stockholders' equity                                                         475,025                 412,692
                                                                                -----------------         ---------------

 Total Liabilities and Stockholders' Equity                                    $        1,001,443         $       708,818
                                                                               ==================         ===============



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




                                                            3
<PAGE>


                                    I-TRAX.COM, INC.
                                STATEMENTS OF OPERATIONS
                   FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND 1999
                                      (UNAUDITED)


<TABLE>
<CAPTION>
                                                   Three months            Three months
                                                       ended                  ended
                                                      June 30,               June 30,
                                                        2000                   1999


<S>                                                <C>                    <C>
Revenue                                            $     64,227           $     12,869
                                                   ------------           ------------

Operating expenses:
     Cost of revenue                                     45,513                 64,216
     General and administrative                       1,143,983                299,684
     Research and development                              --                   47,881
     Marketing and advertising                           78,295                  3,342
                                                   ------------           ------------
Total operating expenses                              1,267,791                415,123
                                                   ------------           ------------

Loss before other income (expenses)
     and provision for income tax                    (1,203,564)              (402,254)
                                                   ------------           ------------

Other income (expenses):
     Miscellaneous income                                46,107                   --
     Interest expense                                    (1,651)                  --
     Provision for contingent liabilities              (176,500)                  --
                                                   ------------           ------------

Total other income (expenses)                          (132,044)                  --
                                                   ------------           ------------

Loss before provision for income taxes               (1,335,608)              (402,254)
                                                   ------------           ------------

Provision for income taxes                                 --                     --
                                                   ------------           ------------

Net loss                                           $(1,335,608)           $   (402,254)
                                                   ============           ============

Basic:
     Net loss                                      $       (.08)          $       (.05)
                                                   ============           ============

Weighted average number of shares
     outstanding                                     16,928,084              8,852,751
                                                   ============           ============
</TABLE>




               See accompanying notes to financial statements (unaudited)



                                           4
<PAGE>

                                  I-TRAX.COM, INC.
                              STATEMENTS OF OPERATIONS
                   FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999
                                     (UNAUDITED)


<TABLE>
<CAPTION>
                                                 For the six            For the six
                                                months ended           months ended
                                                June 30, 2000         June 30, 1999
                                                ------------           ------------
<S>                                             <C>                    <C>
Revenue                                         $     64,227           $    236,819
                                                ------------           ------------

Operating expenses:
     Cost of revenue                                  45,513                188,299
  General and administrative expenses              1,748,295                400,435
  Research and development                              --                   89,588
  Marketing and advertising                          122,152                 11,583
                                                ------------           ------------
Total operating expenses                           1,915,960                689,905
                                                ------------           ------------

Loss before other income (expenses)
     and provision for income taxes               (1,851,733)              (453,086)
                                                ------------           ------------

Other income (expenses):
     Miscellaneous income                             57,360                   --
  Interest expense                                    (1,675)                  (168)
  Provision for contingent liabilities              (176,500)                  --
                                                ------------           ------------

Total other income (expenses)                       (120,815)                  (168)
                                                ------------           ------------

Loss before provision for income taxes            (1,972,548)              (453,254)
                                                ------------           ------------

Provision for income taxes                              --
                                                ------------           ------------
Net loss                                        $ (1,972,548)          $   (453,254)
                                                ============           ============

Basic:
     Net loss                                   $       (.08)          $       (.05)
                                                ============           ============

Weighted average number of
  common shares outstanding                       17,378,084              8,852,751
                                                ============           ============

</TABLE>



             See accompanying notes to financial statements (unaudited).

                                         5
<PAGE>


<TABLE>
<CAPTION>
<S>                                <C>           <C>              <C>                <C>                 <C>
                                                     I-TRAX.COM, INC.
                                             STATEMENT OF STOCKHOLDERS' EQUITY
                                          FOR THE SIX MONTHS ENDED JUNE 30, 2000
                                                        (UNAUDITED)

                                                                      Additional                                Total
                                            Common Stock                Paid-in          Accumulated        Stockholders'
                                        Shares           Amount         Capital            Deficit             Equity
                                    -----------       -----------    --------------     -------------      --------------
Balances at December 31, 1999         16,028,084    $    16,028      $   1,043,299      $   (646,635)       $     412,692

Sale of common stock,
    net of costs                       1,800,000          1,800          1,793,081                 -             1,794,881

Grant of Non-qualified and
    Non-plan options to consultants
    as consideration for services                                          240,000                                 240,000

Net loss for the six months
    ended June 30, 2000                        -              -                  -        (1,972,548)           (1,972,548)
                                    ------------    -----------      -------------      -------------       ----------------


Balances at June 30, 2000             17,828,084    $    17,828      $   3,076,380      $ (2,619,183)       $      475,025
                                    ============    ===========      =============      =============       ==============












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




                                                            6
<PAGE>

<TABLE>
<CAPTION>

                                                      I-TRAX.COM, INC
                                                 STATEMENTS OF CASH FLOWS
                                      FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999
                                                        (UNAUDITED)

<S>                                                                 <C>                   <C>
                                                                     Six months            Six months
                                                                       ended                  ended
                                                                      June 30,               June 30,
                                                                        2000                  1999
                                                                    -----------           -----------
Cash flows from operating activities:
Net loss                                                            $(1,972,548)          $  (453,254)
Adjustments to reconcile net loss to net
    cash used for operating activities:
    Depreciation and amortization                                        15,062                 1,890
    Grant of Non-Qualified and Non-Plan options as
    consideration for services                                          240,000                  --
Issuance of common stock as consideration for services
    Provision for contingent liabilities                                164,000                  --
Decrease (increase) in:
    Accounts receivable                                                 158,421               233,632
    Prepaid expenses                                                     (5,612)              (15,167)
    Other receivables                                                   (61,960)                 --
    Security deposits                                                   (88,000)                 --

(Decrease) increase in:
    Accounts payable and accrued expenses                                87,502                47,074
                                                                    -----------           -----------
Net cash used for operating activities                               (1,463,135)             (127,325)
                                                                    -----------           -----------

Cash flows from investing activities:
    Purchase of property, equipment and website costs                  (387,275)              (29,520)
                                                                    -----------           -----------
Net cash used for investing activities                                 (387,275)              (29,520)
                                                                    -----------           -----------

Cash flows from financing activities:
    (Repayment to) proceeds from notes payable                          (37,500)              150,000
    Repayments to related parties                                       (18,000)               (2,500)
    Net proceeds from sale of common stock                            1,794,881                  --
                                                                    -----------           -----------
Net cash provided by financing activities                             1,739,381               147,500
                                                                    -----------           -----------

Net decrease in cash                                                   (111,029)               (9,345)

Cash and cash equivalents at beginning of period                        195,728                52,883
                                                                    -----------           -----------
Cash and cash equivalents at end of period                          $    84,699           $    43,538
                                                                    ===========           ===========

Supplemental  disclosure  of  non-cash  flow  information:
  Cash paid during the period for:
    Interest                                                        $     1,675           $       168
                                                                    ===========           ===========
    Income taxes                                                    $      --             $      --
                                                                    ===========           ===========

Schedule of non-cash investing activities:
    Acquisition of office equipment in connection
      with capital lease obligation                                 $    34,290           $      --
                                                                    ===========           ===========


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



                                                            7

<PAGE>

                                I-TRAX.COM, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                   (UNAUDITED

NOTE 1-- ORGANIZATION

          Nature of Business

          I-Trax.com,  Inc. (the  "Company")  was  incorporated  in the state of
          Delaware  on May 23, 1969 under the name  Marmac  Corporation.  During
          December  1979,  the  Company  changed  its  name to  Ibex  Industries
          International,   Inc.  During  April  1996,  in  connection  with  the
          acquisition  of assets and the  assumption of  liabilities  of various
          medical  practices  (which reverted back to the original owners during
          1997), the Company changed its name to U.S. Medical Alliance, Inc. The
          Company,  on August 27,  1999,  changed its name to  I-Trax.com,  Inc.
          prior to the merger discussed below.

          Prior to the  Company's  considering  a  merger  with  Memberlink,  on
          September  3, 1999,  it had entered  into a Software  and  Proprietary
          Product Corporate License Agreement ("License Agreement),  a Technical
          Service  Agreement  ("Technical  Agreement") and a Management  Service
          Agreement  ("Management  Agreement")  with  Memberlink for the use and
          exploitation of certain proprietary software created by Memberlink. In
          consideration   for  the   technical  and   management   support  from
          Memberlink,  the Company  paid a $10,000 per month  management  fee to
          Memberlink  and issued an aggregate of 2,000,000  shares of its common
          stock  to  it's  officers  and to key  personnel  responsible  for the
          successful   implementation   and  customization  of  the  proprietary
          software.  As  consideration  for  the  license,  the  Company  issued
          3,000,000 shares to Member Link Systems,  Inc.  ("Memberlink"),  which
          were subsequently cancelled as a result of the merger discussed below.

          Pursuant to a merger  agreement dated as of December 14, 1999 (with an
          effective  date of December 30, 1999),  the Company  issued  8,000,082
          shares  of its  common  stock  in  exchange  for  all the  issued  and
          outstanding common stock of Member-Link Systems, Inc.  ("Memberlink").
          Memberlink,  also a  Delaware  corporation,  was a health  information
          technology  company which had developed  certain  software  technology
          which it sold and licensed to various organizations, including but not
          limited to governmental agencies.






                                       8
<PAGE>


                                I-TRAX.COM, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                   (UNAUDITED


NOTE 1-- ORGANIZATION (cont'd)

          Nature of Business (cont'd)

          The  merger  of the  Company  and  Memberlink  has been  treated  as a
          recapitalization  of  Memberlink  with  Memberlink  as the  accounting
          acquirer (reverse acquisition).  The accompanying financial statements
          reflect  this  transaction  as if it had  occurred on January 1, 1998.
          Such   transaction  is  considered  a  capital   transaction   whereby
          Memberlink  contributed  its stock for the net assets of the  Company.
          Upon consummation of the merger on December 30, 1999, the shareholders
          of Memberlink received 8,000,082 shares of the Company's common stock,
          which in addition to the previously  owned shares  represented  60% of
          the   outstanding   common   stock   immediately   after  the  merger.
          Simultaneously  with the merger,  Memberlink's  former  President  was
          elected as the Company's  President.  Upon  consummation of the merger
          transaction  the Company was  recapitalized  and Memberlink  ceased to
          exist with the  Company  being the  surviving  entity.  No goodwill or
          intangibles  were  recorded as the public shell (the Company) only had
          nominal assets and based on the reverse acquisition  accounting rules,
          the merger is valued at the net tangible assets of the Company.

          The Company has incurred substantial losses since incorporation. As of
          June 30, 2000, the accumulated deficit was $2,619,183.  Moreover,  the
          Company  expects  that its  operating  losses  will  continue  for the
          foreseeable  future.  The  Company's  ability to  continue  as a going
          concern is primarily  based on raising  sufficient  equity to meet its
          objectives

NOTE 2--  INTERIM RESULTS AND BASIS OF PRESENTATION

          The accompanying  unaudited financial statements have been prepared in
          accordance with generally accepted  accounting  principles for interim
          financial  information  and with the  instruction  to Form  10-QSB and
          Items 303 and 310(B) of Regulation  S-B. In the opinion of management,
          the  unaudited  financial  statements  have been  prepared on the same
          basis as the annual financial  statements and reflect all adjustments,
          which include only normal recurring adjustments,  necessary to present
          fairly the  financial  position as of June 30, 2000 and the results of
          the  operations  and cash  flows for the  three and six month  periods
          ended June 30, 2000 and 1999.  The results for the three and six month
          periods  ended June 30,  2000 are not  necessarily  indicative  of the
          results to be expected for any subsequent quarter or the entire fiscal
          year ending  December 31, 2000. The balance sheet at December 31, 1999
          has been derived from the audited financial statements at that date.





                                       9
<PAGE>




                                I-TRAX.COM, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                   (UNAUDITED

NOTE 2--  INTERIM RESULTS AND BASIS OF PRESENTATION (cont'd)

          The  Company  recognizes  revenues in  accordance  with  Statement  of
          Position 97-2 "Software  Revenue  Recognition" as further  modified by
          Statement  of  Position  98-9  "Modification  of SOP  97-2,  "Software
          Revenue  Recognition with Respect to Certain  Transactions".  SOP 97-2
          was effective January 1, 1998 and generally requires revenue earned on
          software  arrangements  involving  multiple  elements such as software
          products,  upgrades,  enhancements,  post-contract  customer  support,
          installation and training to be allocated to each element based on the
          relative  fair  value of the  elements.  SOP 98-9  amends  SOP 97-2 to
          require  that  an  entity  recognize   revenue  for  multiple  element
          arrangements  by  means of the  "residual  method"  when (1)  there is
          vendor-specific  objective evidence ("VSOE") of the fair values of all
          the  undelivered  elements  that  are not  accounted  for by  means of
          long-term contract  accounting,  (2) VSOE of fair value does not exist
          for one or  more  of the  delivered  elements,  and  (3)  all  revenue
          recognition  criteria of SOP 97-2 (other than the requirement for VSOE
          of the fair value of each delivered element) are satisfied.

          Revenue  from  software  development  contracts  is  recognized  on  a
          percentage-of-completion  method with progress to completion  measured
          based upon labor hours incurred or achievement of contract milestones.

          Revenue from re-sale of hardware and software,  obtained from vendors,
          is  recognized  at the time  hardware  and  software is  delivered  to
          customers.

          Deferred  revenue  represents  funds  received in advance in excess of
          revenue recognized.

          Software Development Costs

          In accordance with the provisions of Statement of Financial Accounting
          Standard (SFAS) No. 86,  Accounting for the Costs of Computer Software
          to be Sold,  Leased or  Otherwise  Marketed,  the Company  capitalizes
          software   development   and  production   costs  once   technological
          feasibility  has been achieved.  Software  development  costs incurred
          prior to achieving technological  feasibility are included in research
          and development expense in the accompanying statement of operations.

          Capitalized  software  development  costs are reported at the lower of
          unamortized cost or net realizable value.  Commencing upon the initial
          product release or when software  development  revenue has begun to be
          recognized,  these  costs are  amortized,  based on current and future
          revenue  for  each  product  with  an  annual  minimum  equal  to  the
          straight-line  amortization over the remaining estimated economic life
          of the product, generally two to five years.


                                       10
<PAGE>



                                I-TRAX.COM, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 2--  INTERIM RESULTS AND BASIS OF PRESENTATION (cont'd)

          Certain  information  and footnote  disclosures  normally  included in
          financial  statements  prepared in accordance with generally  accepted
          accounting  principles have been condensed or omitted  pursuant to the
          Securities  and Exchange  Commission's  rules and  regulations.  It is
          suggested  that  these  unaudited  financial  statements  be  read  in
          conjunction  with our audited  financial  statements and notes thereto
          for the year ended December 31, 1999 as included in our report on Form
          10-SB filed on April 10, 2000.

 NOTE 3-- CONVERTIBLE NOTE PAYABLE

          The  $37,500  convertible  note  payable was repaid in full during the
          quarter ended March 31, 2000.

NOTE 4--  DUE TO RELATED PARTIES

          Due to related  parties as of June 30,  2000  amounting  to $48,048 is
          comprised of the following:

               i)   Advances made by a former officer of Memberlink amounting to
                    $35,683.  The former officer and current  shareholder of the
                    Company  had  agreed to a  repayment  schedule  at a rate of
                    $3,000  per  month  until  fully  paid,   without  interest,
                    commencing  April  2000.  During  July  2000,  such note was
                    converted into common stock in connection with the Company's
                    confidential private placement memorandum. (See note 6 (c)).

               ii)  Advances   made  by  a  current   officer  of  the   Company
                    (previously an officer of Memberlink) amounting to $679. The
                    amount is due on demand and is non-interest bearing.

               iii) Advances made by a relative of the officer discussed in (ii)
                    above amounting to $11,686. The amount is also due on demand
                    and is non-interest bearing.

NOTE 5 - COMMITMENTS AND CONTINGENCIES

          a) Lack of Insurance

          The Company,  through  March 14, 2000,  did not maintain any liability
          insurance or any other form of general insurance. Although the Company
          is not aware of any claims resulting from product  malfunctions or any
          other type, there is no assurance that none exists.

          b) Significant customers and vendors

          For the three and six months ended June 30, 2000,  the Company had two
          unrelated  customers,  which  accounted  for  52%  and  48%  of  total
          revenues.  For the three  and six  months  ended  June 30,  1999,  the
          Company had one unrelated  customer,  which accounted for 100% and 86%
          of  total  revenues.  As of June  30,  2000,  the  Company  had  three
          unrelated   customers,   which   accounted   for  13%,  13%  and  64%,
          respectively of accounts receivables.






                                       11
<PAGE>



                                I-TRAX.COM, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 5 - COMMITMENTS AND CONTINGENCIES (cont'd)

          c) Office Lease

          On October 22, 1999, the Company entered into a  non-cancelable  lease
          agreement for its technology and product  development  office pursuant
          to a five year lease  expiring  October  31,  2004 with annual rent at
          approximately $162,000 before annual escalations.

          On April 10, 2000,  the Company  entered into a  non-cancelable  lease
          agreement  for its  executive  offices  pursuant  to a five year lease
          expiring June 29, 2005 with annual rent of approximately  $123,000 per
          year before annual escalations.

          The  Company's   approximate  future  minimum  rental  payments  under
          non-cancelable  operating  leases in  effect  on June 30,  2000 are as
          follows:

                             2000                          $    189,888
                             2001                               292,005
                             2002                               299,315
                             2003                               306,804
                             2004                               284,152
                             Thereafter                          66,390
                                                           ------------
                                                           $  1,438,554

          Prior to October 1999,  the Company  rented office space on a month to
          month basis at a rate of approximately $2,500 per month.

          Rent  expense  for the  three  months  ended  June  30,  2000 and 1999
          amounted to  approximately  $58,000 and  $10,500,  respectively.  Rent
          expense for the six months  ended June 30,  2000 and 1999  amounted to
          approximately $102,000 and $18,000, respectively.


          d) Employment Agreements

          i)  On  June  1,  1999,   Memberlink  entered  into  three  employment
          agreements  with  certain  officers  of the  Company.  The  employment
          agreements  expire on May 31, 2002 with annual  salaries  ranging from
          $125,000 to $175,000.  Subsequent  to December  31, 1999,  the Company
          began renegotiating two of these employment  agreements.  The third of
          these  employment  agreements was terminated  pursuant to a Settlement
          Agreement  effective April 4, 2000. In the Settlement  Agreement,  the
          Company  agreed to pay the  terminated  employee  $50,000,  payable in
          $10,000 monthly  installments  commencing April 15, 2000 as settlement
          payments for which such employee is to continue to render  services as
          requested by the Company during the period of such  installments.  The
          Company also agreed to arrange for the sale of 70,000 shares of common
          stock in the  Company  held by the  employee  at a price of $1.25  per
          share which was deemed to be the market value at date of settlement.




                                       12
<PAGE>



                                I-TRAX.COM, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 5 - COMMITMENTS AND CONTINGENCIES (cont'd)

          d) Employment Agreements (cont'd)

          ii) The Company  entered into an employment  agreement on November 29,
          1999, with an individual to act as the Company's Chief Medical Officer
          at an annual  salary of $85,000.  In addition,  the Company  agreed to
          grant options to purchase 100,000 shares of common stock in accordance
          with the Company's newly  established  2000 Equity  Compensation  Plan
          (see  note  6(c)).   Such  options  will  vest  in  increments  to  be
          determined, but in no event, later than November 29, 2002.

          e) Judgments

          During 1998,  several judgments were entered against the Company while
          it was operating as U.S.  Medical  Alliance,  relating to, among other
          things,  the  Company's  prior line of business of managing  physician
          practices.  The  allegations  made in the  underlying  suits relate to
          wrongful  discharge,  general breach of contract,  breach of equipment
          lease agreements and miscellaneous vendor claims. The aggregate amount
          of such judgements  entered against the Company and certain associated
          physicians  was  approximately  $600,000.  As of June  30,  2000,  the
          Company has settled one of the judgements of $43,875 for $35,000. Such
          payment has been applied first to the $22,500  reserve the Company had
          established  as of  December  31, 1999 with the  remaining  balance of
          $12,500 charged to operations.

          The remaining outstanding judgments are currently being negotiated for
          settlements.  The Company estimates that the remaining  judgments will
          be settled for an aggregate of  approximately  $164,000,  for which an
          accrual  has been made as of June 30,  2000 and  included  in accounts
          payable and accrued expenses.

          f) Profit sharing plan

          During the second  quarter  2000,  the  Company  established  a 401(k)
          profit  sharing  plan  covering  certain  qualified  employees,  which
          includes  employer  participation in accordance with the provisions of
          the Internal Revenue Code. The plan allows  participant to make pretax
          contributions and the Company matches certain  percentages of employee
          contributions   depending  on  a  number  of  factors   including  the
          participant's  length of service.  The profit  sharing  portion of the
          plan is discretionary and noncontributory.  All amounts contributed to
          the  plan  are  deposited  into  a  trust  fund   administered  by  an
          independent  trustee.  As of June 30, 2000 no contributions  have been
          made by the Company.

          g) Capital lease obligation

          In April 2000, the Company  acquired a telephone system for $34,290 by
          entering into capital lease obligations with interest at approximately
          10.1% per annum,  requiring 60 monthly  payments of $731 which include
          principal and interest. The lease is secured by the related equipment.




                                       13
<PAGE>


                                I-TRAX.COM, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 5 - COMMITMENTS AND CONTINGENCIES (cont'd)

          g) Capital lease obligation (cont'd)

          At June 30, 2000,  the aggregate  future  minimum  lease  payments due
          pursuant to the above capital lease obligations are as follows:

            Total minimal lease payments                      $      43,854
            Less: Amounting representing interest                     9,564
                                                              -------------
            Present value of net minimum lease payments       $      34,290
                                                              =============

          At June 30, 2000 computer  equipment  under capital leases are carried
          at a book value of $34,290.

NOTE 6-- STOCKHOLDERS' EQUITY

          a) Sale of common stock

          During  January and  February  2000,  the Company sold an aggregate of
          1,800,000  shares of its  common  stock at $1 per share  yielding  net
          proceeds of approximately  $1,794,881 after certain offering expenses.
          Such shares were sold pursuant to Rule 506 of Regulation D promulgated
          under the Securities Act of 1933.

          b) 2000 Equity Compensation Plan

          During  February  2000 (as amended  during  March  2000),  the Company
          established the 2000 Equity  Compensation Plan (the "Plan") to provide
          (i)  designated  employees of the Company and its  subsidiaries,  (ii)
          certain  consultants and advisors who perform services for the Company
          or its subsidiaries,  and (iii)  non-employee  members of the Board of
          Directors of the Company  with the  opportunity  to receive  grants of
          incentive  stock options,  non-qualified  stock options and restricted
          stock.  The aggregate  number of shares of common stock of the Company
          that may be issued or transferred  under the Plan is 3,000,000 shares.
          The maximum  aggregate  number of shares of common stock that shall be
          subject  to grants  made under the Plan to any  individual  during any
          calendar  year  shall be 350,000  shares.  The  exercise  price of any
          incentive  stock option  granted under the plan shall not be less than
          the fair market value of the stock on the date of grant, as determined
          in good faith be the board of directors.

          Through  June 30,  2000,  the  Company  has  granted an  aggregate  of
          1,505,500  incentive and  non-qualified  stock options pursuant to the
          above plan with exercise  prices ranging  between $1 and $2 per share.
          Such options are subject to various  vesting periods ranging from June
          2000 to May 2003.

          In addition,  during the six months  ended June 30, 2000,  the Company
          granted 265,000 non-plan options to consultants. For the three and six
          months ended June 30, 2000, the Company recorded $127,500 and $240,000
          consulting expenses on account of such options.


                                       14
<PAGE>



                                I-TRAX.COM, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 6-- STOCKHOLDERS' EQUITY  (cont'd)

          b) 2000 Equity Compensation Plan (cont'd)

          During 2000, FAS No. 123,  "Accounting for Stock-Based  Compensation,"
          became  effective  for the  Company.  FAS 123,  which  prescribes  the
          recognition of compensation expense based on the fair value of options
          on the grant date,  allows  companies  to continue  applying APB 25 if
          certain pro forma  disclosures  are made  assuming  hypothetical  fair
          value method application.  The Company has elected not to disclose any
          pro forma  disclosures  since it has determined that the  hypothetical
          fair value of the options is equal to or less than the exercise  price
          of the options.

          c) Confidential Private Placement Memorandum

          During  May 2000,  the  Company  commenced  the May 2000  Confidential
          Private Placement  Memorandum ("the Offering") pursuant to Rule 506 of
          Regulation  D under  the  securities  act of 1933.  The  offering  was
          initially  comprised of 1,000,000 shares of its $.001 par value common
          stock at $2 per share. As of June 30, 2000, no shares were sold by the
          Company. Through the middle of July, the Company has sold an aggregate
          of 674,750 shares yielding  proceeds of $1,349,500.  During July 2000,
          the Board of  Directors  approved  an  amendment  to the  offering  by
          increasing  the number of shares  offered from  1,000,000 to 2,500,000
          with the same $2 per share price.

NOTE 7-- SUBSEQUENT EVENT

         Letter of Intent

          During July 2000,  the Company  entered into a  non-binding  letter of
          intent to exchange  its common  stock for all  outstanding  membership
          interest  of  iSummit,  LLC,  a  privately  held,  New York City based
          company doing business under the name MyFamilyMD.  As a result of this
          transaction,  MyFamilyMD  will become  wholly owned  subsidiary of the
          Company.

          The Company  expects to issue up to five million  shares of its common
          stock in this transaction.  Two million of the five million shares are
          forfeitable   depending  on  whether   MyFamilyMD   achieves   certain
          performance targets mutually established by the parties.



                                       15
<PAGE>






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

Basis of Presentation

           The  following  discussion  of the  financial  condition  and related
results of operations of I-Trax.com,  Inc. (the "Company") should be reviewed in
conjunction  with the  financial  statements  of the Company  and related  notes
appearing on the  preceding  pages as well as the  Company's  audited  financial
statement  for  the  fiscal  year  ended  December  31,  1999,  attached  to our
Registration Statement on Form 10-SB, filed on April 10, 2000, and the Company's
unaudited financial statements for the fiscal quarter ended March 31, 2000.

           Unaudited  results of operations for the three and six months periods
ended June 30, 2000 are compared to the unaudited  results of operations for the
comparable  periods  ended June 30,  1999.  Such  information  is based upon the
historical financial information available as of the dates indicated. Results of
operations  for the three  and six month  periods  ended  June 30,  2000 are not
necessarily indicative of results to be attained for any other period.

           Statements  regarding  the  Company's  expectations  as to  financial
results and other aspects of its business set forth herein or otherwise  made in
writing or orally by the  Company  may  constitute  forward  looking  statements
within the  meaning of the  Private  Securities  Litigation  Reform Act of 1995.
Although the Company  believes  that its  expectations  are based on  reasonable
assumptions  within the bounds of its knowledge of its business and  operations,
there can be no assurance  that actual results will not differ  materially  from
its  expectations.  Factors that might cause or contribute  to such  differences
include, but are not limited to, uncertainty of future  profitability,  changing
economic conditions and demand for the Company's products.

Introduction

           We were  incorporated  in the  State of  Delaware  under  the name of
Marmac  Corporation in May 1969. In December 1979, we changed the Company's name
to Ibex Industries International, Inc. On April 1, 1996, we purchased the assets
of certain  physician  practices,  changed the  Company's  name to U.S.  Medical
Alliance,  Inc.,  and commenced  operations as a physician  practice  management
company.

           As U.S.  Medical  Alliance,  we completed  one  additional  physician
practice  acquisition.  However,  we did not have adequate liquidity and capital
resources  to  withstand  the  downturn  in the  physician  practice  management
industry, nor the ability to acquire profitable physician practices.



                                       16
<PAGE>


           During 1997,  the  Company,  formerly  known as US Medical  Alliance,
Inc., ceased doing its business  activities as a physician  practice  management
company and  embarked on a program of winding  down such  activities,  returning
physician practice assets to physicians in exchange for cancellation of stock in
the Company issued for such assets,  and settling its obligations.  During 1998,
the Company had no operations.  In August,  1999, six principal  stockholders of
the  Company  purchased  4,000,000  shares  of the  Company's  Common  Stock for
$400,000  to raise  working  capital  which  enabled the Company to enter into a
license  agreement,  a technical  services  agreement and a management  services
agreement with Member-Link Systems, Inc.  ("Member-Link"),  a health information
technology  company,  to  own  and  develop  the  Internet   application  of  an
immunization  tracking  system  known as "I-Trax."  As  consideration  for these
agreements, we issued 3,000,000 shares of our Common Stock to Member-Link and an
aggregate of 2,000,000 shares of our Common Stock to certain executive  officers
of  Member-Link.  We also changed our name to  "I-Trax.com,  Inc." on August 27,
1999.

           Effective as of December 30, 1999,  Member-Link  merged with and into
us pursuant to a Merger  Agreement dated as of December 14, 1999. In the merger,
each of the  1,809,686  outstanding  shares of Common Stock of  Member-Link  was
converted  into a right  to  receive  4.4207  shares  of our  Common  Stock.  An
aggregate of 8,000,082 shares of our Common Stock was issued in the merger.  The
3,000,000  shares of our Common Stock held of record by  Member-Link at the time
of the merger were canceled. As a further consequence of the merger, each of the
license  agreement,  the technical  services  agreement and management  services
agreement were canceled.

           The Company  believes that the merger of Member-Link into the Company
effective  as of December  30, 1999 will have  substantial  impact on its future
operating results.

Overview

           The Company has  historically  developed  enterprise or client server
applications  for collecting  disease specific data at the point of care. In the
first  fiscal  quarter  of 2000,  the  Company  began to  develop  its  Internet
applications.  No such Internet  applications  have been deployed in this fiscal
quarter. The Company intends to continue to increase its expenditures  primarily
in the areas of product development,  client services, business development, and
sales and  marketing.  As a result,  the  Company  expects to  continue to incur
substantial operating losses over the next nine to twelve months.

           The Company's  current  primary  sources of revenues are license fees
and product  development  fees it charges  its  customers.  In the  future,  the
Company  expects  to  generate  a  significant   portion  of  its  revenue  from
subscriptions to the Company's products delivered over the Internet.





                                       17
<PAGE>


Results of Operations

           Six Months Ended June 30, 2000  Compared to Six Months Ended June 30,
1999.  Total revenues for the six-month  period ended June 30, 2000 decreased to
$64,227 as compared to $236,819  for the  six-month  period ended June 30, 1999,
due primarily to the Company's  continued migration to an Internet model as well
as normal sales  cycles.  Cost of revenue was $45,513 for the  six-month  period
ended June 30, 2000 as compared to  $188,299  for the prior  comparable  period,
consisting primarily of computer hardware, networking and consulting.

           The  aggregate  operating  expenses,  net of cost of revenue  for the
six-month  period  ended June 30, 2000  increased to  $1,870,447  as compared to
$501,606  for the prior  comparable  period.  The  significant  increase  in the
aggregate  operating  expenses,  net of cost of revenue was due primarily to the
Company's selling, general and administrative expenses, which equaled $1,748,295
during this period as compared  to  $400,435  for the prior  comparable  period.
Selling, general and administrative expenses consisted primarily of compensation
for legal, finance,  sales,  management,  travel, rent, telephone and consulting
services.  This increase  resulted  primarily from increased  costs necessary to
support the growth of the Company's business activities.  The Company intends to
continue to increase the amounts spent in these  categories in future periods to
support continued growth and expansion.

           The Company did not incur any research and  development  expenses for
the  six-month  period  ended June 30,  2000,  as  compared  to $89,588  for the
six-month  period  ended June 30,  1999.  Although  the Company has expensed its
research and development  costs in the past, the Company intends to capitalize a
significant  percentage  of the costs  associated  with the  development  of its
Internet versions of its existing products in the future.

Three Months Ended June 30, 2000 Compared to Three Months Ended June 30, 1999.

            Total  revenues  for the  three-month  period  ended  June 30,  2000
increased  to $64,227 as compared to $12,869 for the  three-month  period  ended
June 30, 1999. Cost of revenue was $45,513 for the three-month period ended June
30,  2000 as compared to $64,216  for the prior  comparable  period,  consisting
primarily of computer hardware, networking and consulting.

           The  aggregate  operating  expenses,  net of cost of revenue  for the
three-month  period ended June 30, 2000  increased to  $1,222,278 as compared to
$350,907,  net  of  cost  of  revenue  for  the  prior  comparable  period.  The
significant  increase in the aggregate  operating  expenses was due primarily to
the  Company's  selling,  general and  administrative  expenses,  which  equaled
$1,143,983  during this period as compared to $299,684 for the prior  comparable
period.  Selling,  general and administrative  expenses  consisted  primarily of
compensation for legal, finance, sales, management,  travel, rent, telephone and
consulting  services.  This increase  resulted  primarily from  increased  costs
necessary  to  support  the growth of the  Company's  business  activities.  The
Company intends to continue to increase the amounts spent in these categories in
future periods to support continued growth and expansion.



                                       18
<PAGE>


           The Company did not incur any research and  development  expenses for
the  three-month  period  ended June 30,  2000,  as  compared to $47,881 for the
three-month  period ended June 30,  1999.  Although the Company has expensed its
research and development  costs in the past, the Company intends to capitalize a
significant  percentage  of the costs  associated  with the  development  of its
Internet versions of its existing products in the future.

Liquidity and Capital Resources

           The  Company's  accumulated  deficit of $2,  619,183  from  inception
through June 30, 2000 has been funded  through  capital  contributions  from the
sale of its Common Stock. On February 20, 2000, the Company  completed a private
placement of 1,800,000  shares of its Common Stock at $1.00 per share,  yielding
to the Company aggregate  proceeds of $1,800,000,  to fund the next phase of the
Company's expansion.

           In  addition,  in May 2000 the  Company  initiated  a second  private
placement of 1,000,000 shares of its Common Stock at $2.00 per share, seeking to
raise an  additional  $2,000,000.  No money was raised  pursuant to this private
placement  during the quarter  ended June 30, 2000. In July 2000,  however,  the
Company  sold an aggregate of 674,750  shares of Common  Stock,  yielding to the
Company an  aggregate of  $1,349,500.  Furthermore,  in July 2000,  the Board of
Directors of the Company  authorized an amendment to the May private  placement,
authorizing the Company to raise an aggregate of $5,000,000. The aggregate funds
the Company  intends to raise in the May 2000 private  placement,  as amended in
July 2000,  will be used to fund  operations  and to  accelerate  the  Company's
product  development  efforts.  The Company believes that these funds,  together
with  anticipated  revenue,  will be sufficient  to meet the  Company's  present
business  expansion  requirements  until the end of the second  quarter of 2001.
Although the Company plans to seek additional capital during that period,  there
can be no assurance that such  financing will be available on acceptable  terms,
if at all.

           At June 30,  2000,  the  Company's  cash and  cash  equivalents  were
$84,699.  The Company's  principal source of liquidity is the cash obtained from
the private  placements  described above. The Company currently has no available
credit facilities.

         During 1998, while the Company was operating as U.S. Medical  Alliance,
several  judgments were entered  against the Company and two physicians who were
at one time the  principal  executive  officers of U.S.  Medical  Alliance.  The
judgments relate to, among other things, the Company's prior line of business of
managing  physician  practices.  The  allegations  made in the underlying  suits
relate to wrongful  discharge,  general breach of contract,  breach of equipment
lease agreements and miscellaneous  vendor claims.  The aggregate amount of such
judgments  entered  against  the Company and such  physicians  is  approximately
$600,000.  None of the  plaintiffs  in the  underlying  suits has  attempted  to
collect from the Company on the judgments.



                                       19
<PAGE>


         In an effort to resolve  these  matters,  the  Company  has settled one
judgment in an original  amount of $43,875 for $35,000 during the fiscal quarter
ended June 30,  2000 and will  attempt to settle  the  balance of the  judgments
during the second half of fiscal 2000.

         The Company believes that it is legally entitled to  indemnification by
the two  physicians  for its costs of  settling  such  judgments  pursuant  to a
settlement  agreement,  entered into on March 20, 1997,  among several  parties,
including US Medical Alliance and such physicians.  To preserve its claims under
such settlement  agreement against one of these physicians,  on May 12, 2000 the
Company  filed a proof of  claim  in a  voluntary  Bankruptcy  Court  proceeding
pending in the United Stated Bankruptcy Court, District of New Jersey, initiated
by such  physician in February  1999.  Despite its belief that it is entitled to
indemnification,  the  Company  does not expect to  recover  any of its costs in
settling such judgments from such physician.

Factors Affecting the Company's Business and Prospects

         The  Company  expects to  experience  significant  fluctuations  in its
future quarterly  operating  results due to a variety of factors,  many of which
are outside the Company's control.  These issues are discussed more fully in the
Risk Factors section in Item 1 of this Form 10-SB.

Market Risk

         The Company has no material interest-bearing assets or liabilities, nor
does the Company  have any  current  exposure  for  changes in foreign  currency
exchange  rates.  The  Company  does  not use  derivatives  or  other  financial
instruments.   The  Company's   financial   instruments   consist  of  cash  and
receivables.  The market values of these financial instruments  approximate book
value.

Inflation

         The financial  statements are presented on a historical  cost basis and
do not fully  reflect  the  impact  of prior  years'  inflation.  While the U.S.
inflation  rate has been modest for several years,  inflation  issues may impact
the Company's  business in the future. The ability to pass on inflation costs is
an uncertainty due to general economic conditions and competitive situations.

Year 2000 Preparation

         Software failures due to calculations using Year 2000 dates are a known
risk.  Although the most critical  date  (January 1, 2000) has occurred  without
incident in our software,  problems with Year 2000  software  could  nonetheless
result in system failures or miscalculations  causing disruptions of operations,
including,  among others, a temporary  inability to process  transactions,  send
invoices or engage in similar normal business  activities.  To date, the Company
has  experienced  very few  problems  related  to Year  2000  testing  and those
requiring  modification have been fixed. The Company does not believe that there
is  material  exposure  to the Year 2000  issue with  respect to its  electronic




                                       20
<PAGE>

commerce  transaction   processing  and  online  activity  since  these  systems
correctly  define  the Year  2000.  The  Company is  nonetheless  conducting  an
analysis to determine  whether  others with whom the Company does  business have
Year 2000 issues on a continual basis.

         The Company has not incurred any material  expenses in addressing  Year
2000 compliance to date.




PART II Other Information

Item 1. Legal Proceedings

         During 1998, while the Company was operating as U.S. Medical  Alliance,
several  judgments were entered  against the Company and two physicians who were
at one time the  principal  executive  officers of U.S.  Medical  Alliance.  The
judgments relate to, among other things, the Company's prior line of business of
managing  physician  practices.  The  allegations  made in the underlying  suits
relate to wrongful  discharge,  general breach of contract,  breach of equipment
lease agreements and miscellaneous  vendor claims.  The aggregate amount of such
judgments  entered  against  the Company and such  physicians  is  approximately
$600,000.  None of the  plaintiffs  in the  underlying  suits has  attempted  to
collect from the Company on the judgments.

         In an effort to resolve  these  matters,  the  Company  has settled one
judgment in an original  amount of $43,875 for $35,000 during the fiscal quarter
ended June 30,  2000 and will  attempt to settle  the  balance of the  judgments
during the second half of fiscal 2000.

         The Company believes that it is legally entitled to  indemnification by
the two  physicians  for its costs of  settling  such  judgments  pursuant  to a
settlement  agreement,  entered into on March 20, 1997,  among several  parties,
including US Medical Alliance and such physicians.  To preserve its claims under
such settlement  agreement against one of these physicians,  on May 12, 2000 the
Company  filed a proof of  claim  in a  voluntary  Bankruptcy  Court  proceeding
pending in the United Stated Bankruptcy Court,  District of New Jersey initiated
by such  physician in February  1999.  Despite its belief that it is entitled to
indemnification,  the  Company  does not expect to  recover  any of its costs in
settling such judgments from such physician.

Item 2. Change in Securities

         None.






                                       21
<PAGE>

Item 3. Defaults Upon Senior Securities

         None.

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

         None.

Item 5. Other Information

         None.

Item 6. Exhibits and Reports on Form 8-K

          10.1 Consulting Agreement dated May 18, 2000 between I-Trax.com,  Inc.
               and Health Industry Investments, LLC.

          10.2 Lease Agreement dated April 10, 2000 between I-Trax.com, Inc. and
               OLS Office Parnters, L.P.

          27.1 Financial data schedule.



















                                       22
<PAGE>


                                   SIGNATURES

         In accordance  with Section 12 of the Securities  Exchange Act of 1934,
the registrant caused this registration  statement to be signed on its behalf by
the undersigned, thereunto duly authorized.


                                         I-TRAX.COM, INC.

Date: February 23, 2001                  By: /s/ Frank A. Martin
                                             ------------------------
                                              Name:   Frank A. Martin
                                              Title:  Chief Executive Officer
























                                       23