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

                                   FORM 10-QSB

(Mark One)

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

               For the quarterly period ended: September 30, 2003

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


                         Commission File Number: 0-30275

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

            Delaware                                    23-3057155
   --------------------------                   --------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

                One Logan Square, 130 N. 18th Street, Suite 2615
                        Philadelphia, Pennsylvania 19103
                           --------------------------
                    (Address of principal executive offices)

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

                 -----------------------------------------------

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

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the  latest  practicable  date:  As of  November  11,  2003,  the
Registrant  had  13,004,965   shares  of  its  $0.001  par  value  common  stock
outstanding.

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

<PAGE>

                                      INDEX



                                                                        Page No.

PART I.   FINANCIAL INFORMATION................................................3

    Item 1.   Condensed Consolidated Financial Statements .....................3

    Item 2.   Management's Discussion and Analysis of Financial Condition
              and Results of Operations.......................................21

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

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

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

    Item 2.   Changes in Securities...........................................29

    Item 3.   Defaults upon Senior Securities.................................29

    Item 4.   Submission of Matters to a Vote of Security Holders.............29

    Item 5.   Other Information...............................................29

    Item 6.   Exhibits and Reports on Form 8-K................................30


                                       2

<PAGE>

                          PART I. FINANCIAL INFORMATION

Item 1.           Financial Statements




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






                                                                        Page No.


Report of Independent Public Accountants                                   4

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

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

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

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

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

Notes to consolidated financial statements                                11


                                  3

<PAGE>



REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS




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

We have  reviewed  the  accompanying  condensed  consolidated  balance  sheet of
I-trax, Inc. (a Delaware corporation) and Subsidiaries as of September 30, 2003,
and the related  condensed  consolidated  statements of operations for the three
month and nine month  periods  ended  September  30,  2003 and the  consolidated
statements  of  stockholders'  equity and cash  flows for the nine month  period
ended September 30, 2003. These financial  statements are the  responsibility of
the company's management.

We  conducted  our  reviews in  accordance  with  standards  established  by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial information consists principally of applying analytical procedures and
making inquiries of persons responsible for financial and accounting matters. It
is  substantially  less in scope  than an audit  conducted  in  accordance  with
generally accepted auditing standards,  the objective of which is the expression
of an opinion  regarding the condensed  financial  statements  taken as a whole.
Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should
be made to the condensed  financial  statements referred to above for them to be
in conformity with accounting principles generally accepted in the United States
of America.

We have  previously  audited,  in accordance with auditing  standards  generally
accepted in the United  States of America,  the balance sheet as of December 31,
2002,  and the related  consolidated  statements  of  operations,  stockholders'
equity and cash flows for the year then ended (not presented herein); and in our
report  dated  March 5,  2003,  we  expressed  an  unqualified  opinion on those
financial  statements.  In  our  opinion,  the  information  set  forth  in  the
accompanying  condensed  consolidated  balance sheet as of December 31, 2002, is
fairly stated, in all material respects, in relation to the consolidated balance
sheet from which it has been derived.


GOLDSTEIN GOLUB KESSLER LLP
New York, New York

October 15, 2003

                                  4

<PAGE>

<TABLE>
<CAPTION>
                                                I-TRAX, INC. AND SUBSIDIARIES
                                            CONDENSED CONSOLIDATED BALANCE SHEETS

                                                             ASSETS
                                                                                          September 30,
                                                                                               2003            December 31,
                                                                                           (unaudited)             2002
                                                                                        ----------------   -----------------
<S>                                                                                         <C>                 <C>
Current assets:
     Cash                                                                                 $     245,257       $     360,166
     Due from life insurance company                                                            500,000                  --
     Deposit on potential acquisition                                                                --             200,000
     Accounts receivable, net                                                                   564,167             597,635
     Prepaid expenses                                                                           243,346              77,569
     Other current assets                                                                        25,344              20,960
                                                                                        ----------------   -----------------
         Total current assets                                                                 1,578,114           1,256,330
                                                                                        ----------------   -----------------

Office equipment, furniture, leasehold improvements and software development
   costs, net                                                                                   924,830             412,779
Deferred marketing costs, net                                                                   944,443           1,284,445
Goodwill                                                                                      8,424,062           8,424,062
Intangible assets, net                                                                        1,907,100           2,748,087
Debt issuance cost, net                                                                          76,698             249,273
Security deposits                                                                                31,564              31,564
                                                                                        ----------------   -----------------

       Total assets                                                                       $  13,886,811       $  14,406,540
                                                                                        ================   =================

                                              LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
     Credit line payable                                                                        300,000             300,000
     Accounts payable                                                                           711,400             918,791
     Accrued expenses                                                                           442,559             743,151
     Due to officers, directors and other related parties                                       547,560             225,000
     Notes payable - other, net of discount                                                     119,092                  --
     Capital lease payable                                                                       60,680              60,047
     Deferred revenue                                                                                --           1,379,922
     Debenture payable, net of discount                                                       1,101,192                  --
     Other current liabilities                                                                       --              13,423
                                                                                        ----------------   -----------------
       Total current liabilities                                                              3,282,483           3,640,334
                                                                                        ----------------   -----------------

Capital lease obligation, net of current portion                                                 33,813              96,765
Promissory notes and debenture payable, net of discount                                         397,500           1,245,876
Due to officers and directors                                                                   315,000           1,024,598
                                                                                        ----------------   -----------------
       Total liabilities                                                                      4,028,796           6,007,573
                                                                                        ----------------   -----------------

Commitments and contingencies (Note 9)

Stockholders' equity
     Preferred stock - $.001 par value, 2,000,000 shares authorized,
       -0- issued and outstanding                                                                    --                  --
     Common stock - $.001 par value, 100,000,000 shares authorized,
       11,893,038 and 9,372,727 shares issued and outstanding, respectively                      11,892               9,372
     Additional paid in capital                                                              46,008,482          39,236,119
     Accumulated deficit                                                                    (36,162,359)        (30,846,524)
                                                                                        ----------------   -----------------
       Total stockholders' equity                                                             9,858,015           8,398,967
                                                                                        ----------------   -----------------

       Total liabilities and stockholders' equity                                         $  13,886,811       $  14,406,540
                                                                                        ================   =================

                           See accompanying notes to consolidated financial statements (unaudited).

                                                              5

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                             I-TRAX, INC. AND SUBSIDIARIES
                                    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                 FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                                      (UNAUDITED)



                                                                               Three months            Three months
                                                                                   ended                  ended
                                                                               September 30,          September 30,
                                                                                   2003                    2002
                                                                             ------------------      -----------------
<S>                                                                                <C>                    <C>
Revenue:
     Technology licenses                                                           $   243,288            $   366,340
     Services                                                                          757,225                405,160
                                                                             ------------------      -----------------
Total revenue                                                                        1,000,513                771,500
                                                                             ------------------      -----------------

Cost of revenue:
     Technology licenses                                                                34,154                 10,834
     Services                                                                          284,749                314,089
                                                                             ------------------      -----------------
Total cost of revenue                                                                  318,903                324,923
                                                                             ------------------      -----------------

Gross profit                                                                           681,610                446,577

Operating expenses:
     General and administrative                                                        499,674                467,173
     Salary and related benefits                                                       750,223                845,967
     Research and development                                                               --                 97,400
     Depreciation and amortization                                                     440,348                349,714
     Marketing and publicity                                                            96,762                 39,413
                                                                             ------------------      -----------------
Total operating expenses                                                             1,787,007              2,124,590
                                                                             ------------------      -----------------

Operating loss                                                                      (1,105,397)            (1,353,090)
                                                                             ------------------      -----------------

Other income (expenses):
     Proceeds from life insurance policy                                               500,000                     --
     Amortization of debt issuance costs                                               (57,525)               (54,576)
     Interest expense and financing costs                                             (946,918)              (287,965)
                                                                             ------------------      -----------------
Total other expenses                                                                  (504,443)              (342,541)
                                                                             ------------------      -----------------

Net loss                                                                         $  (1,609,840)         $  (1,695,631)
                                                                             ==================      =================

Loss per common share:

Basic and diluted                                                                  $      (.14)            $     (.18)
                                                                             ==================      =================

Weighted average number of shares outstanding:                                      11,121,724              9,391,370
                                                                             ==================      =================


                        See accompanying notes to consolidated financial statements (unaudited).

                                                           6
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                             I-TRAX, INC. AND SUBSIDIARIES
                                    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                 FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                                      (UNAUDITED)


                                                                                Nine months             Nine months
                                                                                  ended                   ended
                                                                               September 30,           September 30,
                                                                                   2003                    2002
                                                                             ------------------      -----------------
<S>                                                                               <C>                     <C>
Revenue:
     Technology licenses                                                          $  1,553,344            $   545,840
     Services                                                                        2,114,496              1,230,677
                                                                             ------------------      -----------------
Total revenue                                                                        3,667,840              1,776,517
                                                                             ------------------      -----------------

Cost of revenue:
     Technology licenses                                                                74,858                 32,501
     Services                                                                          902,277                919,740
                                                                             ------------------      -----------------
Total cost of revenue                                                                  977,135                952,241
                                                                             ------------------      -----------------

Gross profit                                                                         2,690,705                824,276

Operating expenses:
   General and administrative                                                        1,020,317              1,290,284
   Salary and related benefits                                                       2,074,680              2,964,164
   Research and development                                                                 --                320,220
   Depreciation and amortization                                                     1,317,512              1,197,236
   Marketing and publicity                                                           1,677,429                366,505
                                                                             ------------------      -----------------
Total operating expenses                                                             6,089,938              7,090,650
                                                                             ------------------      -----------------

Operating loss                                                                      (3,399,233)            (5,314,133)
                                                                             ------------------      -----------------

Other income (expenses):
   Proceeds from life insurance policy                                                 500,000
   Amortization of debt issuance costs                                                (294,803)              (145,536)
   Costs in connection with uncompleted acquisition                                   (200,000)                    --
   Interest expense and financing costs                                             (1,921,799)              (778,935)
                                                                             ------------------      -----------------
Total other expenses                                                                (1,916,602)              (924,471)
                                                                             ------------------      -----------------

Net loss                                                                         $  (5,315,835)          $ (6,238,604)
                                                                             ==================      =================

Loss per common share:

Basic and diluted                                                                $        (.53)          $       (.76)
                                                                             ==================      =================

Weighted average number of shares outstanding:                                      10,111,766              8,207,741
                                                                             ==================      =================



                        See accompanying notes to consolidated financial statements (unaudited).

                                                           7
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                I-TRAX, INC. AND SUBSIDIARIES
                                   CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                         FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003
                                                         (UNAUDITED)



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

<S>                                              <C>            <C>           <C>            <C>               <C>
Balances at December 31, 2002                    9,372,727      $   9,372     $ 39,236,119   $ (30,846,524)    $  8,398,967

Issuance of compensatory stock options                                              27,942                           27,942

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

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

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

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

Sale of common stock, net of costs               1,253,986          1,254        2,404,135              --        2,405,389

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

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

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

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

Issuance of common stock upon conversion of
   debenture                                       322,629            323          564,278                          564,601

Net loss for the nine months ended September
   30, 2003                                             --             --               --      (5,315,835)      (5,315,835)
                                             --------------  ------------- ----------------  --------------  ---------------

Balances at September 30, 2003                  11,893,038      $  11,892     $ 46,008,482   $ (36,162,359)     $ 9,858,015
                                             ==============  ============= ================  ==============  ===============

                           See accompanying notes to consolidated financial statements (unaudited).

                                                              8
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                I-TRAX, INC. AND SUBSIDIARIES
                                       CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                                         (UNAUDITED)

                                                                                   Nine months               Nine months
                                                                                      ended                     ended
                                                                                  September 30,             September 30,
                                                                                       2003                     2002
                                                                                 -----------------        ----------------
<S>                                                                               <C>                     <C>
Operating activities:
     Net loss                                                                     $    (5,315,835)        $    (6,238,604)
     Adjustments to reconcile net loss to net cash used in operating
       activities:
         Accretion of discount on notes payable charged to interest expense               556,322                 364,791
         Accretion of beneficial conversion value of debenture                          1,053,064                 316,217
         Amortization of option liability                                                 (13,423)               (107,385)
         Amortization of debt issuance costs                                              294,803                 145,536
         Amortization of deferred marketing costs                                         340,002                      --
         Depreciation and amortization                                                    977,509               1,239,958
         Expenses for compensatory stock options and warrants                              23,845                 163,200
         Issuance of securities for services                                            1,413,946                (152,200)
         Write off of deposit on cancelled acquisition                                    200,000                      --
Changes in operating assets and liabilities, net of acquisitions:
     Decrease (increase) in:
       Accounts receivable                                                                 33,468                 174,858
       Prepaid expenses                                                                  (165,777)                (18,649)
       Other current assets                                                                (4,384)                (26,081)
       Due from life insurance company                                                   (500,000)                     --
     (Decrease) increase in:
       Accounts payable                                                                  (207,391)                253,618
       Accrued expenses                                                                   134,368                 112,954
       Deferred revenue                                                                (1,379,922)              2,668,063
                                                                             ---------------------    --------------------
Net cash used in operating activities                                                  (2,559,405)             (1,103,724)
                                                                             ---------------------    --------------------

Investing activities:
     Proceeds from repayment of note receivable                                                --                  67,500
     Cash used for property, equipment and software development costs                    (648,574)                (25,732)
     Proceeds from partial release of security deposit                                         --                  45,120
     Net cash to acquire WellComm Group, Inc.                                                  --              (2,045,065)
                                                                             ---------------------    --------------------
Net cash used in investing activities                                                    (648,574)             (1,958,127)
                                                                             ---------------------    --------------------

Financing activities:
     Principal payments on capital leases                                                 (62,319)                (64,677)
     Proceeds from credit line payable                                                         --                 125,000
     Repayment to related parties                                                        (165,000)                (65,000)
     Notes payable repayments                                                            (175,000)                     --
     Proceeds from officers, directors and other related parties                          740,000                 700,000
     Proceeds from sale of common stock                                                 2,405,389               1,943,476
     Proceeds from notes payable                                                          350,000                      --
     Costs of issuance of debenture                                                            --                (150,000)
     Proceeds from issuance of debenture                                                       --               2,000,000
                                                                             ---------------------    --------------------

Net cash provided by financing activities                                               3,093,070               4,488,799
                                                                             ---------------------    --------------------

Net increase (decrease) in cash                                                          (114,909)              1,426,948

Cash at beginning of period                                                               360,166               1,029,208
                                                                             ---------------------    --------------------

Cash at end of period                                                              $      245,257         $     2,456,156
                                                                             =====================    ====================
Supplemental disclosure of non-cash flow information:
     Cash paid during the period for:
       Interest                                                                     $      27,839           $      10,978
                                                                             =====================    ====================

                                                (Continues on following page.)

                                                              9
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                I-TRAX, INC. AND SUBSIDIARIES
                                       CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002

                                               (Continues from previous page.)

                                                                                 Nine months              Nine months
                                                                                    ended                    ended
                                                                                September 30,            September 30,
                                                                                     2003                    2002
                                                                             ---------------------    --------------------
<S>                                                                                <C>                      <C>
Schedule of non-cash investing and financing activities:


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

     Issuance of common stock and warrants for finder fee                          $           --           $     391,408
                                                                             =====================    ====================

     Issuance of common stock upon conversion of related party debt and
       assigned debt                                                               $    1,169,270           $          --
                                                                             =====================    ====================

     Issuance of common stock for conversion of deferred salaries                  $      121,997           $          --
                                                                             ---------------------    --------------------

                                                                             ---------------------    --------------------
Issuance of common stock upon conversion of debenture                              $      564,601           $          --
                                                                             =====================    ====================


                           See accompanying notes to consolidated financial statements (unaudited).

                                                             10
</TABLE>

<PAGE>

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


NOTE 1--ORGANIZATION

I-trax,   Inc.  (the  "Company")   provides   focused  disease   management  and
comprehensive  health management solutions designed to improve the health of the
populations  it serves while  reducing the cost of medical care. The Company was
incorporated  in the State of Delaware on  September  15,  2000.  The  Company's
common stock is traded on the American Stock Exchange under the symbol "DMX."

As of September 30, 2003, the Company had two wholly owned subsidiaries:  I-trax
Health Management  Solutions,  Inc. ("Health  Management"),  a corporation,  and
WellComm Group, LLC, a single member limited liability company.


NOTE 2--INTERIM RESULTS AND BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in accordance
with accounting  principles  generally  accepted in the United States of America
for interim financial information, the instructions to Form 10-QSB and Items 303
and 310(B) of  Regulation  S-B.  In the  opinion of  management,  the  unaudited
financial  statements  have  been  prepared  on the  same  basis  as the  annual
financial  statements  and reflect all  adjustments,  which  include only normal
recurring adjustments,  necessary to present fairly the financial position as of
September  30,  2003 and the  results of the  operations  and cash flows for the
three and nine months ended  September  30, 2003.  The results for the three and
nine months  ended  September  30, 2003 are not  necessarily  indicative  of the
results to be  expected  for any  subsequent  quarter or the entire  fiscal year
ending  December  31,  2003.  The balance  sheet at  December  31, 2002 has been
derived from the audited financial statements at that date.

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with accounting  principles generally accepted
in the United States of America have been  condensed or omitted  pursuant to the
Securities and Exchange Commission's rules and regulations.

For the nine months ended September 30, 2003, the Company  capitalized  software
development costs amounting to $617,045 since technological feasibility has been
achieved.

Loss per common  share is  computed  pursuant  to SFAS No.  128,  "Earnings  Per
Share."  Basic loss per share is  computed  as net income  (loss)  available  to
common  shareholders  divided by the weighted  average  number of common  shares
outstanding  for the  period.  Diluted  loss per share  reflects  the  potential
dilution that could occur from common  shares  issuable  through stock  options,
warrants and convertible debt. As of September 30, 2003 and 2002,  5,809,093 and
1,836,556,  respectively,  of shares  issuable  upon  exercise  of  options  and
warrants  were excluded  from the diluted loss per share  computation,  as their
effect would be anti-dilutive.

These  unaudited  financial  statements  should be read in conjunction  with the
Company's  audited  financial  statements  and notes  thereto for the year ended
December 31, 2002 included in the  Company's  report on Form 10-KSB for the year
ended December 31, 2002 filed on April 15, 2003.

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

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

                                       11
<PAGE>

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

NOTE 3--DUE FROM LIFE INSURANCE COMPANY

A senior  executive  officer and director of the Company died in September 2003.
In October  2003,  the Company  received  proceeds of $500,000 from a key-person
life  insurance  policy  maintained  by the Company on the life of the  deceased
senior executive officer.  Accordingly,  this amount was accrued as of September
30, 2003. Because the Company pledged the proceeds from this insurance policy as
security for loans made to the Company in 2002 and 2003 by the  deceased  senior
executive officer,  a former director and a key employee,  the Company dispersed
the proceeds from the insurance  policy in October 2003 in partial  satisfaction
of such loans.


NOTE 4--ACQUISITION OF WELLCOMM GROUP, INC.

On February  6, 2002,  the Company  acquired  all of the issued and  outstanding
common stock of WellComm Group, Inc. by issuing 1,488,000 shares of common stock
valued at $9,746,400,  granting  options  valued at $733,600 to acquire  112,000
shares  common  stock at a nominal  exercise  price,  and  paying  approximately
$2,200,000 in cash. The aggregate  acquisition  price amounted to  approximately
$12,680,000.  The financial  statements  include the operations of WellComm from
February 1, 2002 forward.

The  following  unaudited  pro forma  results of  operations of the Company give
effect to the  acquisition  of WellComm for the nine months ended  September 30,
2002 as if the acquisition was consummated at the beginning of that period.

<TABLE>
<CAPTION>
                                                                              Nine months
                                                                                 ended
                                                                             September 30,
                                                                                  2002
                                                                           -----------------

<S>                                                                            <C>
                  Total revenue                                                $    2,030,296
                                                                           ==================
                  Total expenses                                               $    8,253,170
                                                                           ==================
                  Net loss                                                     $   (6,222,874)
                                                                           ==================
                  Pro forma net loss per share:
                    Basic and Diluted                                          $         (.66)
                                                                           ==================
                  Weighted average number of shares outstanding:
                    Basic and Diluted                                               9,391,296
                                                                           ==================
</TABLE>


NOTE 5--RELATED PARTY TRANSACTIONS

At  December  31,  2002,  the Company  owed to certain  officers  and  directors
$1,024,598  and owed a relative  of the  Company's  Chief  Operating  Officer an
additional  $225,000.  During  February 2003, the Company repaid $140,000 of the
$225,000  loan  outstanding  to a  relative  of the  Company's  Chief  Operating
Officer.

During February 2003,  pursuant to two promissory notes, two former directors of
the Company  advanced  $200,000 to the  Company for working  capital.  The notes
accrue interest at 8% per year and mature in February 2004. In addition, through
June 30, 2003, the Company's Chief Executive and Operating Officers,  along with
a director of the Company,  advanced the Company a total of $540,000 for working
capital  at an  interest  rate of 8% per year.  During  the three  months  ended
September 30, 2003, the Company repaid $25,000 to its Chief  Executive  Officer.
The Company's Chief Executive and Operating  Officers have committed to continue
to support the Company through July 1, 2004.

                                       12
<PAGE>


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

NOTE 5--RELATED PARTY TRANSACTIONS (cont'd)

In June 2003, certain of the Company's officers, directors and a venture capital
fund  managed by the  Company's  Chief  Executive  Officer  converted  $909,421,
comprised of loans and  advances of $790,697  and accrued  interest of $118,724,
into 519,667 shares of common stock at $1.75 per share. In addition,  certain of
the same parties assigned  additional loans in the principal amount of $246,342,
and accrued  interest of $13,507 thereon,  to an investor  relations firm, which
thereafter  converted  the  assigned  loans into common  stock also at $1.75 per
share.  The price of the  conversions was determined with reference to a private
placement   of  common  stock  to  third   parties   completed  by  the  Company
contemporaneously with the conversions as disclosed in Note 10 below.

At  September  30,  2003,  based on  repayment  terms  agreed upon with  certain
officers, the Company classified $315,000 of outstanding loans and advances as a
non-current liability because they are not due within the next twelve months.

Interest  expense  associated  with related party loans  amounted to $13,951 and
$13,792 for the three months ended  September  30, 2003 and 2002,  respectively.
For the nine  months  ended  September  30,  2003  and  2002,  interest  expense
associated   with  related   party  loans   amounted  to  $70,686  and  $41,876,
respectively.

NOTE 6--NOTES PAYABLE--OTHER

In April 2003, the Company  borrowed  $100,000 from a shareholder  pursuant to a
convertible  promissory  note.  The note,  with an  eleven-month  term,  accrues
interest  at 6% per annum  and a default  interest  rate of 12% per  annum.  The
principal  and  related  accrued  and  unpaid  interest  is  convertible  by the
shareholder  into common stock at anytime at $1.50 per share.  As  consideration
for this loan,  the Company  also granted the  shareholder  a warrant to acquire
100,000  shares of common  stock at an  exercise  price of $1.50 per share.  The
value  assigned  to the  warrant  of $68,000 is  recorded  as a discount  to the
promissory note using the relevant fair value of the debt and the warrant to the
actual  proceeds from the  convertible  promissory  note.  The discount is being
accreted to interest  expense over the life of the convertible  promissory note.
For the three months ended September 30, 2003, the discount accreted to interest
expense associated with the convertible  promissory note amounted to $18,546. At
September  30, 2003 the  carrying  value of the note  amounted to $69,092 and is
included in "Notes payable - other" on the accompanying  condensed  consolidated
balance sheets.

Pursuant  to a  promissory  note dated  April 10,  2003,  the  Company  borrowed
$150,000  from a shareholder  with an interest rate of 12% per annum,  requiring
monthly  payments of $25,000 plus accrued  interest  with a final payment due on
December 31, 2003. As of September 30, 2003, the outstanding  principal  balance
on this loan is $50,000. For the three months ended September 30, 2003, interest
expense amounted to approximately $3,750.

On May 29, 2003, the Company borrowed $100,000 from a shareholder.  The loan was
due on September 29, 2003 and it accrued  interest at 12% during the  four-month
period it was  outstanding.  For the three  months  ended  September  30,  2003,
interest expense associated with this loan amounted to approximately $9,000. The
loan and related interest  amounting to $112,000 was repaid in full on September
29, 2003.

                                       13

<PAGE>

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

NOTE 7--PROMISSORY NOTES PAYABLE

On March 2, 2001 the  Company  borrowed  $692,809  from an  investor  group that
included  $75,000 from a venture  capital fund  managed by the  Company's  Chief
Executive Officer.  The loan bears interest at 8% per annum, with a default rate
of 12% per annum,  and is due on March 2, 2006.  The Company  also  granted this
investor group warrants to purchase  364,694 shares of common stock at $0.50 per
share, which were exercised in the first quarter of 2002.

The value  assigned to  detachable  warrants  of  $459,854 is being  accreted to
interest expense over the five-year term of the underlying promissory notes. The
amount  accreted  to  interest  expense  amounted to $22,677 and $22,677 for the
three  months  ended  September  30, 2003 and 2002,  respectively.  For the nine
months ended September 30, 2003 and 2002 the amount accreted to interest expense
amounted to $68,031 and  $68,031,  respectively.  At  September  30,  2003,  the
carrying  value  of the  notes  amounted  to  $397,500  and is  included  in the
"Promissory  notes,  net of discount" on the accompanying  consolidated  balance
sheets.

In June 2003, as part of certain related  parties  converting and assigning debt
as discussed in Note 5 above,  the venture capital fund managed by the Company's
Chief Executive  Officer,  with the consent of the Company,  assigned the fund's
loan in the  principal  amount of $75,000 and a portion of the accrued  interest
thereon  amounting to $6,669 to an investment  relations firm,  which thereafter
converted the assigned loan into common stock at $1.75 per share. The balance of
the accrued  interest  not assigned in the amount of $6,098 was  converted  into
3,484  shares  of  common  stock  also at  $1.75  per  share.  The  price of the
conversion was determined with reference to a private  placement of common stock
to third parties completed by the Company  contemporaneously with the conversion
as disclosed in Note 10 below.


NOTE 8--CONVERTIBLE DEBENTURE

The Company  funded the  acquisition  of  WellComm  by selling a 6%  convertible
senior  debenture in the  aggregate  principal  amount of $2,000,000 to Palladin
Opportunity  Fund LLC.  Pursuant to the  purchase  agreement,  the Company  also
issued  Palladin a warrant to purchase an aggregate  of up to 307,692  shares of
common stock at an exercise price of $5.50 per share. The outstanding  principal
and any interest  under the debenture are payable in full on or before  February
3,  2004.  Further,  outstanding  principal  and  any  accrued  interest  may be
converted  at any time at the  election  of  Palladin  into  common  stock.  The
original  conversion  price of the debenture was $5.00 per share.  In accordance
with the terms of the  debenture,  the price was reset to $3.03 in February 2003
and to $1.75 in June 2003.  In  accordance  with the terms of the  warrant,  the
exercise  price of the warrant  was reset from $5.50 to $1.75 in June 2003.  For
the three months ended  September 30, 2003,  Palladin  converted an aggregate of
$564,601 of the amount due on the debenture for which the Company issued 322,629
shares of common stock.

The initial value assigned to the warrant of $890,272 was recorded as a discount
to the debenture and is being accreted to interest  expense over the life of the
debenture. As a result of resetting of the exercise price of the warrant in June
2003,  the Company  recorded  $203,077 of  interest  expense for the  additional
market  value of the warrant on the date of  resetting.  The amount  accreted to
interest  expense  associated with the value assigned to the warrant amounted to
$260,650 and $111,285  for the three months ended  September  30, 2003 and 2002,
respectively.  For the nine months ended  September 30, 2003 and 2002 the amount
accreted to interest expense amounted to $575,012 and $333,855, respectively.

Upon the  initial  sale of the  debenture,  the  Company  recorded a  beneficial
conversion  value of $948,651.  The beneficial  conversion  value represents the
difference  between  the fair market  value of the common  stock on the date the
debenture was sold (or the date the  conversion  price is changed) and the price
at which the debt could be converted into common stock.

                                       14
<PAGE>

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

NOTE 8--CONVERTIBLE DEBENTURE (cont'd)

The  beneficial  conversion  value was  increased by $682,528 as a result of the
reset  in June  2003.  As of  September  30,  2003,  the  carrying  value of the
debenture amounted to $1,101,192 and is classified as a current liability in the
accompanying  condensed  consolidated  balance sheet.  The carrying value of the
debenture is net of Palladin's  partial  conversion of the debenture as describe
above.

As a result of  Palladin's  partial  conversion  of the  debenture,  the Company
recorded $254,310 of additional interest expense for the quarter ended September
30, 2003. This amount represents the portion of the beneficial  conversion value
associated  with the principal  being  converted  and was  therefore  charged to
interest expense immediately instead of being amortized over time.

Accordingly,  the Company recorded $527,508 and $118,581 of interest expense for
the  three  months  ended  September  30,  2003 and 2002,  respectively  for the
amortization of the beneficial  conversion value of the debenture.  For the nine
months ended  September  30, 2003 and 2002,  the Company  recorded  $849,986 and
$355,743, respectively.

Lastly,  in connection  with  facilitating  the transaction  with Palladin,  the
Company initially recorded $416,610 of debt issuance costs comprised of $130,000
of cash, 6,200 shares of common stock valued at $40,610 and a warrant to acquire
40,000 shares of common stock at $5.00 per share valued at $246,000 delivered to
a third party that brokered the  transaction.  In  connection  with the reset in
June 2003 of the conversion price of Palladin's debenture and the exercise price
of  Palladin's  warrant,  the Company  also,  in  accordance  with a contractual
commitment:  (1) reset the exercise price of the warrant  originally  granted to
the  third  party  from  $5.00 to $1.75  per  share,  resulting  in a charge  to
operations of $26,400 for additional debt issuance costs;  and (2) increased the
shares of common stock issuable under the warrant by 74,285 shares, resulting in
a further charge to operations of $95,828.  For the three months ended September
30, 2003 and 2002 the  amortization  of these debt  issuance  costs  amounted to
$57,525 and $54,576,  respectively,  whereas for the nine months ended September
30,  2003 and  2002,  such  amortization  amounted  to  $294,803  and  $145,536,
respectively.


NOTE 9--COMMITMENTS AND CONTINGENCIES

Nature of Business

The Company is subject to risks and uncertainties  common to growing  technology
companies,  including rapid  technological  developments,  reliance on continued
development  and  acceptance  of  the  Internet  and  health  care  applications
utilizing the Internet, intense competition and a limited operating history.

Significant Customers

Financial instruments,  which may expose the Company to concentrations of credit
risk,  consist primarily of accounts  receivable.  As of September 30, 2003, two
customers  represented  24% and 11% of the total  accounts  receivable.  For the
three months ended  September 30, 2003, the Company had two  customers,  each of
which  accounted for 13% of total revenue.  For the nine months ended  September
30, 2003,  the Company also had two customers  that accounted for 38% and 11% of
total revenue.

                                       15

<PAGE>

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

NOTE 9--COMMITMENTS AND CONTINGENCIES (cont'd)

Risk Sharing Contracts

The Company  enters into risk sharing  contracts  with some customers in certain
disease  management  arrangements.  These  contracts  are generally for terms of
three to five years and provide that a percentage of the  Company's  fees may be
refunded  to  a  customer  if  the  Company  does  not  save  such   customer  a
pre-determined  percentage of the expenses  incurred by individuals whose health
is managed by the Company.  As of September 30, 2003, the Company is not a party
to any risk sharing contracts.


NOTE 10--STOCKHOLDERS' EQUITY

Issuance of Common Stock

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

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

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

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

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

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

During the three months ended September 30, 2003, Palladin converted $564,601 of
principal outstanding under the convertible debenture into 322,629 shares of the
Company's common stock.

During August 2003 the Company  commenced a private placement whereby it offered
as a unit,  two shares of common  stock and a warrant to purchase an  additional
share of common stock  exercisable  at $3.00 (the market price on the  Company's
common stock on the date the Company commenced the private placement) for a unit
purchase  price of $5.  The  maximum  amount  offered  was  $3,500,000.  Through
September 30, 2003,  the Company has issued  640,000  shares of common stock and
granted  warrants to  purchase  320,000  additional  shares  under this  private
placement. The Company has realized net proceeds of $1,401,203 after expenses as
of September 30, 2003.

                                       16
<PAGE>

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

NOTE 10--STOCKHOLDERS' EQUITY (cont'd)

Issuance of Warrants

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

During May 2003 pursuant to the approval of the Board of Directors,  the Company
granted  warrants  to purchase an  aggregate  of 450,000  shares for an exercise
price of $1.80 per share  (representing  a premium over market price on the date
of grant) to its Chief  Executive  and  Operating  Officers for their  continued
financial  support and for their  guarantees  to continue to support the Company
through  January  2004.  The  granting  of such  warrants  did not result in any
charges to operations because they were granted to employees.

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

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

The  following  table  summarizes  the  Company's  activity as it relates to its
warrants for the nine months ended September 30, 2003:

<TABLE>
<CAPTION>
                                                                                   Shares
                                                                             -----------------

<S>                                                                                  <C>
                 Balance outstanding at January 1, 2003                               2,132,953
                 Quarter ended March 31, 2003:
                          Granted                                                            --
                          Exercised                                                          --
                                                                             ------------------
                 Balance outstanding at March 31, 2003                                2,132,953
                                                                             ------------------
                 Quarter ended June 30, 2003:
                          Granted                                                       999,285
                          Exercised                                                          --
                                                                             ------------------
                 Balance outstanding at June 30, 2003                                 3,132,238
                                                                             ------------------
                 Quarter ended September 30, 2003:
                          Granted                                                       320,000
                          Exercised
                                                                             ------------------
                 Balance outstanding at September 30, 2003                            3,452,238
                                                                             ==================
</TABLE>

                                       17
<PAGE>

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

NOTE 10--STOCKHOLDERS' EQUITY (cont'd)

Stock Options

The table below  summaries the activity in the Company's  stock option plans for
the nine months ended September 30, 2003:

<TABLE>
<CAPTION>
                                                                                 Non-Plan
                                                           Non-Qualified       Non-Qualified
                                   Incentive Options          Options             Options               Total
   -------------------------------------------------------------------------------------------------------------
<S>                                     <C>                   <C>                <C>                 <C>
   Outstanding as of
   January 1, 2003                       735,829              535,973              439,000            1,710,802
   Granted                                20,000               40,000                   --               60,000
   Exercised                                  --                   --                   --                   --
   Forfeited/Expired                    (127,971)             (40,000)                  --             (167,971)
                             -----------------------------------------------------------------------------------
   Outstanding as of
   March 31, 2003                        627,858              535,973              439,000            1,602,831
                             -----------------------------------------------------------------------------------
   Granted                               130,000              300,000              300,000              730,000
   Exercised                                  --                   --                   --                   --
   Forfeited/Expired                     (13,976)             (10,000)                                  (23,976)
                             -----------------------------------------------------------------------------------
   Outstanding as of
   June 30, 2003                         743,882              825,973              739,000            2,308,855
   Granted                                48,000                    -                    -               48,000
   Exercised                                   -                    -                    -                    -
   Forfeited/Expired                           -                    -                    -                    -
                             -----------------------------------------------------------------------------------
   Outstanding as of
   September 30, 2003                    791,882              825,973              739,000            2,356,855
                             ===================================================================================
   Vesting Dates:
          December 31, 2003              125,144              141,004              189,164              453,312
          December 31, 2004              190,706              200,998              101,665              473,786
          December 31, 2005              104,795               82,665               75,006              246,967
          December 31, 2006               57,587               50,504                   --               96,340
          December 31, 2007                   --                  333                   --                  333
                 Thereafter                   --                   --               20,000               20,000
</TABLE>

As of September 30, 2003,  there were  outstanding  an aggregate of 1,017,617 of
exercisable  plan and non-plan options with exercise prices ranging from $.01 to
$10.00.

                                       18
<PAGE>

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

NOTE 10--STOCKHOLDERS' EQUITY (cont'd)

Stock Options (cont'd)

The Company accounts for its employee  incentive stock option plans and warrants
issued to employees  using the  intrinsic  value method in  accordance  with the
recognition and measurement  principles of Accounting  Principles  Board Opinion
No. 25,  "Accounting  for Stock Issued to  Employees,"  as permitted by SFAS No.
123. Had the Company determined  compensation  expense base on the fair value at
the grant dates for those  awards  consistent  with the method of SFAS 123,  the
Company's  net loss per share would have been  increased  to the  following  pro
forma amounts:

<TABLE>
<CAPTION>
                                    For the three         For the three         For the nine          For the nine
                                     months ended         months ended          months ended          months ended
                                    September 30,         September 30,        September 30,          September 30,
                                         2003                 2002                  2003                   2002
                                  -----------------    ------------------    -----------------    -------------------

<S>                                   <C>                   <C>                  <C>                   <C>
Net loss as reported                  $   (1,609,840)       $   (1,695,631)      $   (5,315,835)       $    (6,238,604)

Add back intrinsic value of the
options issued to employee and
charged to operations                             --                    --               23,845                163,200

Deduct total stock based
employee compensation expense
determined under fair value
based methods for all awards                (817,118)             (639,310)          (2,952,906)            (2,155,403)
                                  ------------------   -------------------   ------------------   --------------------

Pro forma net loss                        (2,426,958)           (2,334,941)          (8,244,896)            (8,230,807)
                                  ==================   ===================   ==================   ====================

Basic and diluted net loss per
share as reported                        $      (.14)          $      (.18)         $      (.53)          $       (.76)
                                  ------------------   -------------------   ------------------   --------------------

Pro forma basic and diluted net
loss per share                           $      (.22)          $      (.25)         $      (.82)         $       (1.00)
                                  ==================   ===================   ==================   ====================
</TABLE>


NOTE 11--AGREEMENT TO ACQUIRE DxCG, INC.

On November 8, 2002,  the Company  entered  into a merger  agreement  to acquire
DxCG, Inc. for a total purchase price of  approximately  $10,000,000.  Under the
terms of this agreement and at the time this agreement was executed, the Company
deposited $200,000 into an escrow account.  This sum was intended to be released
to DxCG if DxCG  terminated the merger  agreement  because the Company failed to
satisfy certain  conditions to closing,  including third party financing for the
cash portion of the purchase price. The Company did not secure the financing and
accordingly  such  agreement  was  terminated  which,  in turn,  resulted in the
Company's charging the $200,000 to earnings in the first quarter of 2003.


                                       19
<PAGE>

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

NOTE 12--SUBESEQUENT EVENTS

During  October  2003,  the Company  issued  760,000  shares of common stock and
granted  warrants to  purchase  an  additional  380,000  shares of common  stock
pursuant to the private placement  commenced during August 2003. The Company has
realized  $1,676,242  after expenses for these October sales.  See Note 10 above
for further discussion.

During October 2003, the Company  received  $175,000 from Palladin in connection
with the partial  exercise of its warrants to purchase  100,000 shares of common
stock at $1.75 each.

During October 2003, Palladin converted $175,000 of principal  outstanding under
the convertible debenture into 100,000 shares of the Company's common stock.

During  October 2003,  the Company  repaid  $300,000 owed on its line of credit,
representing payment in full.

During  October  2003,  the  Company  repaid to the estate of a deceased  senior
executive  officer, a former director and a key employee $500,000 of loans using
proceeds of a life insurance policy. See Note 3 above for further discussion.

During  October  2003,  the Company  repaid a  shareholder  $50,000  (along with
accrued  interest),  which  represented  the  total  balance  outstanding  as of
September 30, 2003.  The original loan in the amount of $150,000 was made to the
Company pursuant to a promissory note dated April 10, 2003.

                                       20

<PAGE>

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

         The  following  discussions  of the  financial  condition  and  related
results of operations of I-trax, Inc. and its subsidiaries should be reviewed in
conjunction  with our financial  statements  and related notes  appearing on the
preceding pages as well as our audited financial  statements for the fiscal year
ended December 31, 2002,  incorporated into our Form 10-KSB,  filed on April 15,
2003.

         This  Management's  Discussion and Analysis of Financial  Condition and
Results of Operations contains forward-looking statements,  which are based upon
current  expectations and involve a number of risks and uncertainties.  In order
for  I-trax,  Inc.  to  utilize  the "safe  harbor"  provisions  of the  Private
Securities  Litigation  Reform Act of 1995,  investors are hereby cautioned that
these statements may be affected by important factors, which are set forth below
and elsewhere in this report,  and  consequently,  actual operations and results
may differ materially from those expressed in these forward-looking  statements.
The important factors include our ability to continue as a going concern and our
ability to execute  contracts  for  disease  management  services  and  software
technology.

Our Business

         I-trax enables better healthcare through personalized health management
programs.

         We believe  that our  personalized  disease and  life-style  management
solutions  enable  organizations  to  evolve  from  fragmented  care  management
practices into a cohesive and efficient system of healthcare.  Our solutions are
fully integrated, use a single-data platform that allows all caregivers to share
records, and enable our clients to provide true coordination of care. We believe
that by facilitating  real-time  communication  between all stakeholders  within
today's complex  healthcare  system,  our solutions  reduce costs and enable the
best possible delivery of care.

         Health-e-Life(SM) Program

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

         Predictive Science

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

         Technology Solutions

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

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

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<PAGE>

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

         Interventions and Clinical Expertise

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

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

         Care Communication Center

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

Listing on the American Stock Exchange

         Effective  January 3, 2003 we completed a 1-for-5  reverse stock split.
Our Board of Directors and  stockholders  authorized  the reverse stock split in
connection  with the then  pending  application  to list our common stock on the
American  Stock  Exchange.  We began trading on the American  Stock  Exchange on
January 15, 2003 under the symbol "DMX."

Corporate Overview

         I-trax was incorporated in the State of Delaware on September 15, 2000.
We  currently  have two wholly  owned  subsidiaries:  I-trax  Health  Management
Solutions,  Inc. (formerly known as I-Trax.com,  Inc.) ("Health Management"),  a
corporation, and WellComm Group, LLC, a single member limited liability company.
We conduct our operations through Health Management and WellComm Group, LLC.

Our Customers

         As of the date of this filing, we serve approximately 70 customers. Our
customers  include physician groups,  hospitals,  health plans,  including plans
providing  Medicaid and Medicare covered  services,  universities,  colleges and
agencies and branches of the United States government.

Marketing Strategy

         We  continue  to focus the  majority  of our  marketing  efforts on the
following markets:

                  o        Self-Insured Employers. Self-insured employers have a
                           significant  stake in making sure that  employees and
                           their dependents are empowered with tools to make the
                           best  and  most  educated  healthcare  decisions.  We
                           believe that correct and informed  decisions will not
                           only reduce direct  healthcare costs, but also reduce
                           employee  absenteeism and improve employees' focus at

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                           work.  Where  employees  are older or retired  and at
                           risk for chronic diseases,  early risk identification
                           and targeted interventions will help reduce costs and
                           improve quality of life. Third party  administrators,
                           the  organizations   that  process  claims  for  most
                           self-insured  employers,  are an important channel in
                           pursuing this market segment.

                  o        Health Plans and Health Insurers. We believe that the
                           era  of  health  maintenance   organizations  denying
                           access to care as a measure to reduce  costs is over.
                           We believe that health plans and health  insurers are
                           under increasing  pressure to revise their methods to
                           reduce medical errors,  coordinate care and implement
                           technology   enabled   population  health  management
                           solutions and disease management programs. We believe
                           that denial of access was a short-term  solution that
                           is now causing  escalated  costs.  Population  health
                           management is a long-term solution with proven return
                           on investment.

                  o        Health  Systems and  Hospitals.  Hospitals and health
                           systems are under  increasing  financial  pressure to
                           balance the expense of high quality medical care with
                           public  and  private  insurers'  reimbursements.  Our
                           solutions  assist  hospitals  and  health  systems to
                           reduce  costs  while  enhancing  the service and care
                           provided to patients.

Results of Operations

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

         Revenue for the three months ended  September 30, 2003 was  $1,000,513,
an  increase  of  $229,013  or 30% from  $771,500  for the  three  months  ended
September  30,  2002.  Total  revenue  was  comprised  of  two  components:  (1)
prevention and care services revenue of $757,225; and (2) technology license and
services  revenue of  $243,288.  Of the total  technology  license and  services
revenue,  $125,000 represents revenue from the exclusive license of CarePrime(R)
and  MyFamilyMD(TM)  to UICI,  Inc. We  contracted  this  license  and  software
development  in the third  quarter  of 2002 and we are  recognizing  it based on
deliverables.  We expect that a significant portion of revenue in future periods
will  be   generated   from  the   delivery   of  care   services   through  our
Health-e-Life(SM) Program.

         Cost of revenue  for the three  months  ended  September  30,  2003 was
$318,903,  a decrease of 2% from  $324,923 for the three months ended  September
30, 2002. The small decrease is  attributable to streamlining of personnel costs
required to service our prevention and care services contracts. We expect future
revenue to be made up largely of prevention and care services. Because the costs
associated  with these  services are variable in nature,  we expect our expenses
will increase in line with our revenues.

         Commencing  in the first  quarter of 2003,  we have begun to capitalize
certain development costs, which are comprised primarily of developer's salaries
and  outsourced  expenses.  As of September  30, 2003,  we have  capitalized  an
aggregate of $617,045 in costs.

         For the three months ended September 30, 2003 we capitalized  $241,500.
Such costs were expensed during the quarter ended September 30, 2002 because the
products  under  development  had  not  reached  technological  feasibility  and
therefore the related expense could not be capitalized. We expect to continue to
spend funds to improve our services and to add  functionality  to our technology
products.   Such  products  include  the  MyFamilyMD(TM)   application  and  its
MedWizard(R)  tools,  the  CarePrime(TM)   application,   which  interacts  with
MyFamilyMD(TM)  and its  MedWizard(R)  tools,  and the  Health-e-Coordinator(TM)
application, which is a disease management platform.

         General  and  administrative  expenses  (excluding  salary and  related
benefits which are discussed  separately below) increased slightly from $467,173
for the three months ended  September  30, 2002 to $499,674 for the three months
ended  September  30, 2003.  We believe that we currently  have the resources to
handle increased  revenue without major increases in general and  administrative
expenses.

         Salary and related  benefits  were  $750,223 for the three months ended
September 30, 2003 as compared to $845,967 for the three months ended  September
30,  2002.  The  decrease in salary and related  benefits  from the three months

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<PAGE>

ended  September  30,  2002 to the three  months  ended  September  30, 2003 was
$95,744  or  11%   resulting   from   consolidating   positions   and  improving
efficiencies.

         Depreciation  and  amortization  expenses  were  $440,348 for the three
months ended  September  30, 2003,  as compared to $349,714 for the three months
ended  September  30, 2002.  The increase is primarily  attributable  to certain
intangible assets acquired in October 2002.

         Marketing  and  publicity  expenses  were  $96,762 for the three months
ended  September  30, 2003 as compared  to $39,413  for the three  months  ended
September  30,  2002.  The  increase  of 146% or $57,349  is a direct  result of
augmented  marketing  and  investor  relation  campaigns  to promote  I-trax and
penetrate the disease management market.

         Interest  expense  and  financing  costs  for the  three  months  ended
September 30, 2003 were $946,918,  an increase of $658,953 or 229% from $287,965
for the three months ended  September 30, 2002.  Interest  expense for the three
months ended  September  30, 2003  includes  charges of  approximately  $838,825
related to the Palladin debenture and related warrants. Of this amount,  $29,571
represents 6% interest on the debenture for the three months ended September 30,
2003;  $554,844  represents  amortization  of the value assigned to the original
beneficial  conversion  value  of the  Palladin  debenture  and  the  associated
warrants and  additional  charges and  amortization  for the further  beneficial
conversion  value caused by the June 2003 resetting of the  conversion  price of
such debenture and the exercise price of the associated  warrants;  and $254,310
represents  an  accelerated  charge to  interest  expense for the portion of the
debenture  converted  during the three months ended  September 30, 2003.  During
this period,  Palladin converted approximately $561,000 of principal outstanding
under the debenture  into common stock.  Generally,  the  beneficial  conversion
value  represents  the benefit to the investor  that results from  purchasing an
immediately convertible debenture with a conversion price that is less than fair
market  value on the date of purchase  after first  allocating  a portion of the
proceeds from the debenture to the associated warrants. The remaining balance of
interest expense of approximately  $108,093 is associated with interest on other
debt and the amortization of warrants granted to certain  shareholders for loans
made to I-trax.

         Amortization  of debt  issuance  and  conversion  costs was $57,525 and
$54,576 for the three months ended  September  30, 2003 and 2002,  respectively.
These amounts  represent  costs incurred in selling the $2,000,000  debenture to
Palladin and will be amortized over the two-year life of the debenture.

         Carol  Rehtmeyer,  a senior  executive  officer and director of I-trax,
died in September 2003. In October 2003, we received proceeds of $500,000 from a
key-person  life  insurance  policy we  maintained  on the life of the  deceased
senior executive officer.  Accordingly,  this amount was accrued as of September
30,  2003.  Because we were  obligated to use the proceeds of this policy to pay
certain loans,  we dispersed the proceeds from insurance  policy in October 2003
in partial satisfaction of such loans.

         For the  three  months  ended  September  30,  2003  our net  loss  was
$1,609,840  as  compared to a net loss  $1,695,631  for the three  months  ended
September 30, 2002, a decrease of 5%.

         Nine Months  Ended  September  30, 2003  Compared to Nine Months  Ended
         September 30, 2002

         Revenue for the nine months ended September 30, 2003 was $3,667,840, an
increase  of  $1,891,323  or 106%  from  $1,776,517  for the nine  months  ended
September 30, 2002. The increase in revenue is primarily  attributable to I-trax
recognizing  approximately $1,400,000 of deferred revenue pursuant to a contract
executed  during the third  quarter of 2002.  The  balance  of the  increase  is
associated  with new care  services  contracts  executed  during the nine months
ended  September 30, 2003.  Total revenue was comprised of two  components:  (1)
prevention and care services revenue of $2,114,496;  and (2) technology  license
and services revenue of $1,553,344. Of the total technology license and services
revenue,   $1,400,000   represents   revenue  from  the  exclusive   license  of
CarePrime(R)  and  MyFamilyMD(TM)  to UICI,  Inc. We contracted this license and
software  development  in the third  quarter of 2002 and we are  recognizing  it
based on deliverables. We expect that a significant portion of revenue in future
periods  will be  generated  from the  delivery  of care  services  through  our
Health-e-Life(SM) Program.

         Cost of  revenue  for the nine  months  ended  September  30,  2003 was
$977,135,  an increase of 3% from  $952,241 for the nine months ended  September
30, 2002.  The  increase is  attributable  to the  personnel  costs  required to

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<PAGE>

service our prevention and care services contracts.  We expect future revenue to
be made up largely of prevention  care  services.  Because the costs  associated
with these services are variable in nature, we expect our expenses will increase
in line with our revenues.

         Outsourced  and  certain  internal   research  and  development   costs
amounting to $617,045 were  capitalized  for the nine months ended September 30,
2003 as compared  to  $320,220  which was  expensed  for the nine  months  ended
September  30,  2002.  We  expensed  such  costs  during the nine  months  ended
September  30,  2002  because the  products  under  development  had not reached
technological  feasibility  and  therefore  the  related  expense  could  not be
capitalized. We expect to continue to spend funds to improve our services and to
add  functionality  to  our  technology  products.  Such  products  include  the
MyFamilyMD(TM)   application  and  its  MedWizard(R)  tools,  the  CarePrime(TM)
application, which interacts with MyFamilyMD(TM) and its MedWizard(R) tools, and
the  Health-e-Coordinator(TM)   application,   which  is  a  disease  management
platform.  Commencing  in the  first  quarter  of 2003,  we began to  capitalize
certain  costs,  which  are  comprised   primarily  of  developer  salaries  and
out-sourced costs.

         General  and  administrative  expenses  (excluding  salary and  related
benefits which are discussed separately below) decreased from $1,290,284 for the
nine months ended  September  30, 2002 to  $1,020,317  for the nine months ended
September  30,  2003,  a decrease  of 21%.  Our  ability to reduce  general  and
administrative   expenses  is   attributable  to  increased   efficiencies   and
implementation of stringent  budgetary controls.  Additionally,  during the nine
months ended  September 30, 2003, we successfully  settled  certain  payables on
favorable terms that resulted in a $180,757 expense reversal. We believe that we
currently have the resources to handle increased revenue without major increases
in general and administrative expenses.

         Salary and related  benefits were  $2,074,680 for the nine months ended
September 30, 2003 as compared to $2,964,164 for the nine months ended September
30, 2002. The decrease in salary and related benefits from the nine months ended
September  30, 2002 to the nine months ended  September 30, 2003 was $889,484 or
30%, resulting from consolidating positions and improving efficiencies.

         Depreciation  and  amortization  expenses were  $1,317,512 for the nine
months ended  September 30, 2003, as compared to $1,197,236  for the nine months
ended  September  30, 2002.  The increase is primarily  attributable  to certain
intangible assets acquired during October 2002.

         Marketing and publicity  expenses were  $1,677,429  for the nine months
ended  September  30, 2003 as compared  to  $366,505  for the nine months  ended
September  30, 2002.  The increase of 358% or  $1,310,924  is a direct result of
augmented  marketing and investor  relation  campaigns to promote  I-trax in the
capital markets and its products in the disease  management  market.  A non-cash
charge of approximately $1,467,000 for the nine months ended September 30, 2003,
resulted  from  the  issuance  of  common   stock,   granting  of  warrants  and
contribution  of common stock by certain  stockholders  of I-trax to an investor
relations firm.

         Interest  expense  and  financing  costs  for  the  nine  months  ended
September  30,  2003 were  $1,921,799,  increasing  by  $1,142,864  or 147% from
$778,935 for the nine months ended September 30, 2002. For the nine months ended
September  30,  2003,   interest   expense  includes  charges  of  approximately
$1,646,354  related to the  Palladin  debenture  and related  warrants.  Of this
amount  $89,671  represents  interest of 6% on the debenture for the nine months
ended  September  30,  2003;  $1,302,373  represents  amortization  of the value
assigned to the original  beneficial  conversion value of the Palladin debenture
and the associated  warrants and  additional  charges and  amortization  for the
further  beneficial  conversion  value caused by the June 2003  resetting of the
conversion  price of such  debenture  and the exercise  price of the  associated
warrants;  and $254,310 represents an accelerated charge to interest expense for
the portion of the debenture  converted  during the nine months ended  September
30,  2003.  During the  period,  Palladin  converted  approximately  $561,000 of
principal  outstanding  under the debenture  into common stock.  Generally,  the
beneficial  conversion value represents the benefit to the investor that results
from  purchasing an immediately  convertible  debenture with a conversion  price
that is less  than  fair  market  value  on the  date of  purchase  after  first
allocating  a portion  of the  proceeds  from the  debenture  to the  associated
warrants. The remaining balance of interest expense of approximately $275,445 is
associated  with  interest  on other debt and the  amortization  of the value of
warrants granted to certain shareholders for loans made to I-trax.

         Amortization  of debt  issuance and  conversion  costs was $294,803 and
$145,536 for the nine months ended  September  30, 2003 and 2002,  respectively.
These amounts represented costs incurred in selling the $2,000,000  debenture to

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Palladin and will be amortized over the two-year life of the  debenture.  During
the nine  months  ended  September  30,  2003,  we booked a  one-time  charge of
$122,228 in connection with the re-pricing of the exercise price of the warrants
granted to a third party that brokered the Palladin  transaction  and increasing
the number of shares covered by the warrant as per the broker agreement.

         During  the  quarter  ended  March 31,  2003,  in  connection  with the
termination of our agreement to acquire DxCG,  Inc., a  Boston-based  predictive
modeling company, we charged $200,000 to earnings. This sum was released to DxCG
following DxCG's  termination of the merger agreement because certain conditions
to closing, including third party financing for the cash portion of the purchase
price, were not satisfied.

         For the  nine  months  ended  September  30,  2003,  our net  loss  was
$5,315,835  as compared to a net loss of  $6,238,604  for the nine months  ended
September 30, 2002, a decrease of 15%.

Liquidity and Capital Resources

         Working Capital Deficiency

         As of  September  30,  2003,  we had a working  capital  deficiency  of
$1,704,369.  As of the date of this report,  we have secured funds sufficient to
finance these deficits from the sales of equity instruments.

         During the nine months ended  September 30, 2003,  our Chief  Executive
and Operating Officers,  along with certain stockholders advanced to us $740,000
in the form of loans for working  capital.  Our Chief  Executive  and  Operating
Officers  have  committed to continue to support us through  July 1, 2004.  Cash
flow deficits from  operations  during the three months ended September 30, 2003
have averaged approximately $ 348,000 per month.

         Sources and Uses of Cash

         Despite  negative  cash  flows  from  operations,   which  amounted  to
$2,559,405  for the nine months ended  September 30, 2003 and $1,103,724 for the
nine months  ended  September  30,  2002,  we have been able to secure  funds to
support our  operations.  During the nine months ended  September  30, 2002,  we
secured funding by selling equity securities,  issuing a debenture and receiving
advances from officers,  directors and other related  parties,  which aggregated
approximately $4,490,000.  Of the $4,490,000,  approximately $2,200,000 was used
to acquire WellComm Group,  Inc., and the remainder was used to fund operations.
During the nine months ended September 30, 2003, we borrowed (net of repayments)
$750,000 from officers, related parties and certain shareholders.  Additionally,
during  the nine  months  ended  September  30,  2003,  we raised  approximately
$2,400,000 pursuant to private placements of our securities. The funds were used
primarily to fund  operations,  continue the  investment in our  technology  and
satisfy certain liabilities.

         As of September 30, 2003, our current  liabilities were $3,282,483,  of
which $547,560 is due to related parties.  The remainder of current  liabilities
of  $2,734,923  is  comprised  primarily  of  trade  payables  of  approximately
$711,000,  accrued  expenses of  approximately  $442,000,  $300,000  credit line
payable,  which was assumed with the acquisition of WellComm,  carrying value of
$1,101,000 for  convertible  debenture we sold to Palladin (with a face value of
$1,586,000  maturing in February 2004) and $119,000 of loans from  shareholders.
If we do not have sufficient funds to repay the convertible debenture we sold to
Palladin  when due,  we will be in  default on a  material  obligation  and as a
result our  operations may be materially  and adversely  effected.  We have good
relationships with all of our vendors.

         As of September 30, 2003, the face value of our long-term debt amounted
to $617,809 (with a carrying value of $397,500) held by a group of investors led
by Psilos Group  Partners,  L.P.,  for which  principal  and interest is not due
until March 2006.  Additionally,  we owe  $315,000  to our Chief  Executive  and
Operating  Officers  for  advances  made to us.  This  amount is  classified  as
non-current  since we do not expect these  advances to be repaid within the next
twelve months unless circumstances change.

         Under  a  private   placement   initiated  in  June  2003,   we  raised
approximately  $1,000,000 in cash, converted approximately $1,169,270 in related
party loans, of which $1,037,038  represented principal and $132,232 represented

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interest,  and converted $121,997 of deferred salaries by selling or issuing, as
applicable,  common  stock.  In this  offering,  we issued a total of  1,311,682
shares.

         During August 2003 we commenced a private  placement whereby we offered
as a unit two shares of common  stock and a warrant to  purchase  an  additional
share of common stock exercisable at $3.00 (the market price of our common stock
on the date we commenced the private placement) for a unit purchase price of $5.
The maximum amount offered is $3,500,000.  Through September 30, 2003, we issued
640,000  shares of  common  stock  and  granted  warrants  to  purchase  320,000
additional  shares  under this  private  placement.  We realized net proceeds of
$1,401,203 after expenses as of September 30, 2003.

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

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

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

         During May 2003, pursuant to the approval of our Board of Directors, we
granted an aggregate  of 450,000  warrants  with an exercise  price of $1.80 per
share  to our  Chief  Executive  and  Operating  Officers  for  their  continued
financial  support  and for their  guarantees  to continue to support us through
July 1, 2004.  The  granting of such  warrants  did not result in any charges to
operations  since they are deemed to be granted to our employees and accordingly
are treated similar to incentive stock options.

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

Critical Accounting Policies

         Impairment of Goodwill and Intangible

         We  operate  in an  industry  that is rapidly  evolving  and  extremely
competitive.  It is  reasonably  possible  that our  accounting  estimates  with
respect to the useful life and ultimate  recoverability of our carrying basis of
goodwill and intangible assets could change in the near term and that the effect
of such changes on the financial statements could be material.

         Revenue Recognition

         We derive our revenue pursuant to different  contract types,  including
perpetual  software  licenses,  subscription  licenses  and  custom  development
services,  all of which may include  support  services  revenue such as licensed
software  maintenance,  training,  consulting and web hosting  arrangements.  As
described below, significant management judgments and estimates must be made and
used in  connection  with  the  revenue  recognized  in any  accounting  period.
Material  differences may result in the amount and timing of our revenue for any
period  if  our  management  made  different  judgments  or  utilized  different
estimates.

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<PAGE>

         We license our software  products for a specific term or on a perpetual
basis.  Most of our license contracts also require  maintenance and support.  We
apply  the  provisions  of  Statement  of  Position  97-2,   "Software   Revenue
Recognition,"  as amended by Statement  of Position  98-9  "Modification  of SOP
97-2, Software Revenue Recognition, With Respect to Certain Transactions" to all
transactions  involving the sale of software products and hardware  transactions
where the software is not incidental.  For hardware  transactions where software
is not  incidental,  we do not unbundle our fee and,  accordingly,  do not apply
separate accounting guidance to the hardware and software elements. For hardware
transactions  where no software is  involved  we apply the  provisions  of Staff
Accounting  Bulletin  101  "Revenue  Recognition."  In  addition,  we apply  the
provisions of Emerging  Issues Task Force Issue No. 00-03  "Application of AICPA
Statement  of  Position  97-2 to  Arrangements  that  Include  the  Right to Use
Software Stored on Another  Entity's  Hardware" to our hosted  software  service
transactions.

         We recognize revenue from the sale of software licenses when persuasive
evidence of an arrangement  exists,  the product has been delivered,  the fee is
fixed and determinable and collection of the resulting  receivable is reasonably
assured.  Delivery  generally  occurs  when  product  is  delivered  to a common
carrier.

         Upon  execution of a contract for services,  we assess  whether the fee
associated with our revenue  transactions is fixed and  determinable and whether
or not collection is reasonably  assured. We assess whether the fee is fixed and
determinable  based on the payment terms  associated  with such  contract.  If a
significant  portion of a fee is due after our normal payment  terms,  which are
generally 30 to 90 days from invoice  date,  we account for such fee as services
are provided.

         We assess  collection  based on a number  of  factors,  including  past
transaction history with the customer and the credit worthiness of the customer.
We do not request collateral from our customers. If we determine that collection
of a fee is not reasonably  assured,  we defer the fee and recognize  revenue at
the time collection becomes reasonably assured,  which is generally upon receipt
of cash.

         For arrangements  with multiple  obligations (for example,  undelivered
maintenance  and  support),  we  allocate  revenue  to  each  component  of  the
arrangement  using the  residual  value  method  based on the fair  value of the
undelivered elements. Accordingly, we defer revenue for the amount equivalent to
the fair value of the undelivered elements.

         We recognize revenue for maintenance services ratably over the contract
term. Our training and consulting services are billed based on hourly rates, and
we generally  recognize revenue as these services are performed.  However,  upon
execution  of a contract,  we  determine  whether or not any  services  included
within the arrangement  require us to perform  significant  work either to alter
the underlying  software or to build additional  complex  interfaces so that the
software  performs as the customer  requests.  If these services are included as
part of an arrangement,  we recognize the fee using the percentage of completion
method. We determine the percentage of completion based on our estimate of costs
incurred to date compared with the total costs budgeted to complete the project.

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

         As  of  the  date  of  this  filing,  we  have  not  entered  into  any
risk-sharing  contracts,  however we expect that we may do so in future periods.
This type of contract is generally  for a term of three to five years,  provides
for  automatic  renewal,  and  may  provide  that a  percentage  of  our  fee is
refundable  ("performance  based")  based on  achieving  a  targeted  percentage
reduction in a customer's healthcare costs.

Material Equity Transactions

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

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<PAGE>

Item 3.           Controls and Procedures

         As of  September  30,  2003,  we carried  out an  evaluation  under the
supervision and with the  participation of our Chief Executive Officer and Chief
Financial  Officer  of  the   effectiveness  of  our  disclosure   controls  and
procedures.  Based on this  evaluation,  our Chief  Executive  Officer and Chief
Financial Officer have concluded that our disclosure controls and procedures are
effective  to ensure  that  information  we are  required to disclose in reports
filed or  submitted  under  the  Securities  Exchange  Act of 1934 is  recorded,
processed,  summarized  and  reported  within  the  time  periods  specified  in
Securities and Exchange  Commission  rules and forms.  Subsequent to the date of
this evaluation,  there were no significant  changes in our internal controls or
in other  factors  that  could  significantly  affect the  disclosure  controls,
including any  corrective  actions with regard to significant  deficiencies  and
material weaknesses.

PART II.          OTHER INFORMATION

Item 1.           Legal Proceedings

         None.

Item 2.           Changes in Securities

         On August 14, 2003 we commenced a private  placement whereby we offered
as a unit two shares of common  stock and a warrant to  purchase  an  additional
share of common stock exercisable at $3.00 (the market price of our common stock
on the date we commenced the private placement) for a unit purchase price of $5.
Westminster  Securities  Corporation,  Member New York Stock Exchange,  acted as
placement  agent for this  private  placement.  The  maximum  amount  offered is
$3,500,000.  As of September 30, 2003, we issued  640,000 shares of common stock
and granted  warrants to purchase 320,000  additional  shares under this private
placement. As of September 30, 2003, we realized proceeds of $1,401,203,  net of
$198,797 in placement agent  commissions and expenses.  Each of the participants
in this  private  placement  is an  accredited  investor.  In  undertaking  this
issuance,  we relied on an exemption from registration under Section 4(2) of the
Securities Act and Regulation D thereunder.

Item 3.           Defaults upon Senior Securities

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

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

         We did not submit any matters to a vote of our security  holders during
the quarter ended September 30, 2003.

Item 5.           Other Information

         None.

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<PAGE>

Item 6.           Exhibits and Reports on Form 8-K

(a)      Exhibits

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

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

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

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

(b)      Reports on Form 8-K

         We filed  two  Current  Reports  on Form 8-K  with the  Securities  and
Exchange  Commission  on August 15, 2003 to report the  issuance of our earnings
press release and Regulation FD disclosure.

         We filed a Current  Report on Form 8-K with the Securities and Exchange
Commission on October 17, 2003 to report a private placement of our securities.


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<PAGE>

                                    SIGNATURE

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


                                         I-TRAX, INC.

Date: November 13, 2003                  By: /s/  Frank A. Martin
                                             --------------------------------
                                         Name:   Frank A. Martin
                                         Title:  Chief Executive Officer


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