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

                                  FORM 10-QSB/A

(Mark One)

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

                 For the quarterly period ended: March 31, 2001

[ ]  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 [ ] No [X]

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the last practicable date: As of May 10, 2001, the Registrant had
23,705,584 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. Financial Statements .........................................3
         Item 2. Management's Discussion and Analysis of Financial Condition
                 and Results of Operations....................................13

PART II. OTHER INFORMATION....................................................17
         Item 1. Legal Proceedings............................................17
         Item 2. Changes in Securities........................................17
         Item 3. Defaults upon Senior Securities..............................18
         Item 4. Submission of Matters to a Vote of Security Holders..........18
         Item 5. Other Information............................................18
         Item 6. Exhibits and Reports on Form 8-K.............................18













                                       2
<PAGE>





                                           PART I. FINANCIAL STATEMENTS

Item 1. Financial Statements




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





<TABLE>
<CAPTION>
                                                                                                     Page Number
<S>                                                                                                  <C>
Balance sheets at March 31, 2001 (un-audited) and December 31, 2000                                       4

Statements of operations for the three months ended March 31, 2001 and 2000 (un-audited)                  5

Statement of stockholders' equity (deficiency) for the three months ended March 31, 2001 (un-audited)     6

Statements of cash flows for the three months ended March 31, 2001 and 2000 (un-audited)                  7

Notes to financial statements (un-audited)                                                                8
</TABLE>
















                                                        3
<PAGE>


                                          I-TRAX, INC. AND SUBSIDIARIES
                                                  BALANCE SHEETS

                                                      ASSETS
<TABLE>
<CAPTION>
                                                                              March 31, 2001        December 31,
                                                                               (unaudited)              2000
                                                                              ---------------      ---------------
Current Assets:
<S>                                                                                <C>                  <C>
     Cash                                                                          $  12,640            $ 132,806
     Accounts receivables, net                                                        46,652              217,145
     Prepaid expenses                                                                 22,287               36,706
     Other receivables, net of allowance for doubtful accounts
       of $73,534                                                                     16,009                4,581
     Note receivable                                                                 350,000                   --
                                                                              ---------------      ---------------
       Total current assets                                                          447,588              391,238
                                                                              ---------------      ---------------

Office equipment and furniture, net                                                  383,342              409,172
Note receivable                                                                           --              350,000
Deposit on acquisition of intellectual property                                      100,000                   --
Goodwill and intangibles                                                           3,488,041                   --
Security deposits                                                                    114,995              128,382
                                                                              ---------------      ---------------

       Total Assets                                                               $4,533,966           $1,278,792
                                                                              ===============      ===============

                                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

Current liabilities
     Accounts payable                                                              $ 542,046            $ 427,150
     Accrued expenses                                                                818,539              444,342
     Convertible note payable, net of discounts                                    1,550,458            1,284,540
     Due to officers                                                                 475,000                   --
     Capital lease payable                                                            31,183               39,240
     Deferred revenue                                                                187,092              375,234
                                                                              ---------------      ---------------
       Total current liabilities                                                   3,604,318            2,570,506
                                                                              ---------------      ---------------

Capital lease obligation, net of current portion                                      78,599               81,613
Promissory notes payable, net of discount                                            217,848                   --
                                                                              ---------------      ---------------

       Total liabilities                                                           3,900,765            2,652,119
                                                                              ---------------      ---------------


Commitments and contingencies (Note 9)

Stockholders' Equity (Deficiency)
     Preferred stock - $.001 par value, 2,000,000 shares authorized,
       -0- issued and outstanding                                                         --                   --
     Common Stock - $.001 par value, 50,000,000 shares authorized,
       22,851,084 and 19,483,084 issued and outstanding, respectively                 22,851               19,483
     Additional paid in capital                                                   12,389,194            6,668,809
     Accumulated deficit                                                         (10,779,344)          (7,062,119)
     Notes receivable - officers                                                    (999,500)            (999,500)
                                                                              ---------------      ---------------
       Total stockholders' equity (deficiency)                                       633,201           (1,373,327)
                                                                              ---------------      ---------------

       Total Liabilities and Stockholders' Equity (Deficiency)                   $ 4,533,966           $1,278,792
                                                                              ===============      ===============

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

                                                        4
<PAGE>

<TABLE>
<CAPTION>
                                          I-TRAX, INC. AND SUBSIDIARIES
                                             STATEMENTS OF OPERATIONS
                                FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                                                   (UNAUDITED)



                                                                               Three months         Three months
                                                                                  ended                ended
                                                                              March 31, 2001       March 31, 2000
                                                                               (unaudited)          (unaudited)
                                                                              ---------------      ---------------
<S>                                                                               <C>                    <C>
Revenue                                                                           $  189,940             $     --
                                                                              ---------------      ---------------

Operating expenses:
     Cost of revenue                                                                  15,546                   --
     General and administrative                                                    1,605,273              616,571
     Acquired in progress research and development                                 1,642,860                   --
     Research and development                                                        227,264                  583
     Amortization of goodwill                                                        102,300                   --
     Marketing and advertising                                                        66,137               31,015
                                                                              ---------------      ---------------
Total operating expenses                                                           3,659,380              648,169
                                                                              ---------------      ---------------

Operating loss                                                                    (3,469,440)            (648,169)
                                                                              ---------------      ---------------

Other income (expenses):
     Miscellaneous income                                                              6,636               11,253
     Interest income                                                                   2,161                   --
     Interest expense                                                               (256,582)                 (24)
                                                                              ---------------      ---------------
Total other income (expenses)                                                       (247,785)              11,229
                                                                              ---------------      ---------------


(Loss) before provision for income taxes                                          (3,717,225)            (636,940)
                                                                              ---------------      ---------------

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

Net (loss)                                                                        (3,717,225)            (636,940)
                                                                              ===============      ===============


Loss per common share:

Basic and Diluted                                                                       (.17)                (.03)
                                                                              ===============      ===============

Weighted average number of shares outstanding:                                    21,429,040           16,928,084
                                                                              ===============      ===============


                           See accompanying notes to financial statements (un-audited).
</TABLE>


                                                        5
<PAGE>

<TABLE>
<CAPTION>
                                                   I-TRAX, INC. AND SUBSIDIARIES
                                           STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
                                             FOR THE THREE MONTHS ENDED MARCH 31, 2001
                                                            (UNAUDITED)


                                                                                                                        Total
                                                                    Additional                          Notes       Stockholders'
                                            Common Stock              Paid-in         Accumulated    Receivable        Equity
                                     ---------------------------
                                        Shares        Amount          Capital           Deficit       Officers      (Deficiency)
                                     -------------  ------------   --------------    --------------  ------------   --------------
<S>                                   <C>             <C>           <C>              <C>             <C>             <C>
Balances at December 31, 2000          19,483,084      $ 19,483      $ 6,668,809      $ (7,062,119)   $ (999,500)     $(1,373,327)

Common Stock issued in
   connection with acquisition          3,368,000         3,368        5,250,712                --            --        5,254,080

Fair market value of detachable
   warrants issued in connection
   with amended and restated
   promissory notes                            --            --          410,072                --            --          410,072

Fair market value of detachable
   warrants issued in connection
   with convertible promissory notes           --            --           45,600                --            --           45,600


Grant of non-qualified and non-plan
    options to consultants as
    consideration for services
    rendered                                   --            --           14,001                --            --           14,001

Net loss for the three months ended
   March 31, 2001                              --            --               --        (3,717,225)           --       (3,717,225)
                                     -------------  ------------   --------------    --------------  ------------   --------------

Balances at March 31, 2001             22,851,084      $ 22,851       12,389,194      $(10,779,344)   $ (999,500)      $  633,201
                                     =============  ============   ==============    ==============  ============   ==============







                                    See accompanying notes to financial statements (un-audited).
</TABLE>





                                                                 6
<PAGE>


<TABLE>
<CAPTION>
                                           I-TRAX, INC. AND SUBSIDIARIES
                                              STATEMENTS OF CASH FLOWS
                                 FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                                                    (UNAUDITED)

                                                                               Three months         Three months
                                                                                  ended                ended
                                                                              March 31, 2001       March 31, 2000
                                                                               (unaudited)          (unaudited)
                                                                              ---------------      ---------------
Operating activities:
<S>                                                                              <C>                   <C>
     Net loss                                                                    $(3,717,225)          $ (636,940)
     Adjustments to reconcile net loss to net
       cash used for operating activities:
         Accretion of discount on notes payable charged to interest                  210,331
expense
         Depreciation and amortization                                               140,307                7,204
         Issuance of various securities for consideration of services                 14,001              112,500
         Write-off of in progress research and development acquired
            in MyFamilyMD acquisition                                              1,642,860                   --
     Decrease (increase) in:
       Accounts receivable                                                           170,493              198,855
       Prepaid expenses                                                               14,419             (144,754)
       Other current receivables                                                     (11,428)                  --
       Security deposits                                                                  --               (9,500)
     (Decrease) increase in:
       Accounts payable                                                              114,896              (27,713)
       Accrued expenses                                                              374,197              (20,000)
       Deferred revenue                                                             (188,142)                  --
                                                                              ---------------      ---------------
Net cash used for operating activities                                            (1,235,291)            (520,348)
                                                                              ---------------      ---------------

Investing activities:
     Deposit on acquisition of intellectual property                                (100,000)                  --
     Proceeds from partial release of security deposit                                13,387                   --
     Purchase of office equipment and furniture                                           --              (27,213)
                                                                              ---------------      ---------------
Net cash used for investing activities                                               (86,613)             (27,213)
                                                                              ---------------      ---------------

Financing activities:
     Repayment of notes payable                                                           --              (37,500)
     Repayments to related parties                                                        --              (18,000)
     Principal payments on capital leases                                            (11,071)                  --
     Proceeds from issuance of promissory notes payable                              617,809                   --
     Proceeds from officers                                                          475,000                   --
     Proceeds from sale of common stock                                                   --            1,794,880
     Proceeds from issuance of convertible promissory notes                          120,000
                                                                              ---------------      ---------------

Net cash provided by financing activities                                          1,201,738            1,739,380
                                                                              ---------------      ---------------

Net (decrease) increase in cash                                                     (120,166)           1,191,819

Cash and cash equivalents at beginning of period                                     132,806              195,728
                                                                              ---------------      ---------------

Cash and cash equivalents at end of period                                            12,640            1,387,547
                                                                              ===============      ===============

Supplemental  disclosure  of  non-cash  flow  information:
   Cash paid during the period for:
       Interest                                                                     $     --             $     24
                                                                              ===============      ===============

       Income taxes                                                                 $     --             $     --
                                                                              ===============      ===============
Schedule of non-cash investing activities:
     Issuance of 3,368,000 shares of Common Stock in connection
       with acquisition of MyFamilyMD                                             $5,254,080             $     --
                                                                              ===============      ===============


                            See accompanying notes to financial statements (un-audited).
</TABLE>




                                                         7
<PAGE>

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

NOTE 1--ORGANIZATION

I-trax,  Inc.  (the  "Company")  was  incorporated  in the State of  Delaware on
September  15,  2000.  On  February  5, 2001,  the  Company  and  I-trax  Health
Management  Solutions,  Inc.  (formerly  known  as  I-Trax.com,  Inc.)  ("Health
Management")  completed a holding  company  reorganization.  The holding company
reorganization  was  accomplished  through a merger under  Delaware  law. At the
effective  time  of  the  reorganization,  all  of the  stockholders  of  Health
Management became the stockholders of the Company and Health Management became a
wholly owned subsidiary of the Company.  The holding company  reorganization was
described in greater detail in the Company's  registration statement on Form S-4
(Registration  Number  333-48862).  Effective  February 5, 2001, all outstanding
shares of Health  Management  were  converted  into shares of the Company,  in a
non-taxable  transaction.  Health  Management  no longer files  reports with the
Securities  and  Exchange  Commission,  and the price for its common stock is no
longer quoted on the Over-the-Counter  Bulletin Board. However, the Company does
file reports with the Securities and Exchange Commission,  and the price for its
Common Stock is quoted on the  Over-the-Counter  Bulletin Board under the symbol
"IMTX". The shares of the Company are represented by the same stock certificates
that  represented  shares  of Health  Management  prior to the  holding  company
reorganization.


NOTE 2--INTERIM RESULTS AND BASIS OF PRESENTATION

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going  concern.  As of March 31, 2001,  the Company's
accumulated deficit amounted to $10,779,344. Additionally, as of March 31, 2001,
the Company had a working capital deficiency of $3,156,730.

Beginning in the fourth quarter of 2000 and continuing  through this date, in an
effort  to  conserve  its  available  cash,  the  Company  established  a salary
deferment program whereby certain executive officers and certain other employees
agreed to defer all or a portion of their  salaries  until the  Company  reaches
positive cash flows or secures financing either from equity or debt instruments.
As consideration  for such deferrals,  the Company agreed to pay interest at the
rate of 8% per  annum  on the  deferred  salary.  Furthermore,  at the  time the
Company  is in a  position  to repay  such  accrued  salary,  the  participating
employees  will receive an option to receive all or a portion of the accrued pay
in cash or the Company's  Common Stock.  Additionally,  at the completion of the
salary deferment program, the Company agreed to grant such employees warrants to
purchase the Company's  Common Stock.  The conversion  factor for converting all
accrued  salary into Common  Stock and the  exercise  price on the  warrants are
determined on the same basis as the  conversion  price and the exercise price on
the  securities  issued in the note and  warrants  offering  described in Note 6
below.

Despite its negative cash flows,  the Company has been able to secure  financing
to support its operations to date. Such support has been received primarily from
its Chief Executive and Operating Officers.  Going forward,  significant amounts
of cash will be needed to enable the  Company to finish the  development  of its
core products,  liquidate its short-term  liabilities  and implement its revised
marketing strategy.

Additionally,  during the quarter the Company  engaged an  investment  banker in
order  to  seek  up to  $5,000,000  of  financing  either  through  issuance  of
securities or via a debt instrument with potential  conversion features into the
Company's  Common  Stock.  The  Company has  estimated  that these funds will be
sufficient  to finish the  development  of its core  products  and  initiate its
marketing campaign.

Although  management  is  optimistic  that it will be able to  raise  additional
capital,  there can be no  assurance  that it will be able to do so. These facts
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern.  The financial  statements do not include  adjustments  relating to the
recoverability  and realization of assets and classification of liabilities that
might be necessary should the Company be unable to continue in operation.

                                       8
<PAGE>

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

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

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles 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 March 31, 2001 and the results of
the  operations  and cash flows for the three month periods ended March 31, 2001
and 2000.  The results for the three month  period  ended March 31, 2001 are not
necessarily  indicative of the results to be expected for any subsequent quarter
or the entire  fiscal year  ending  December  31,  2001.  The  balance  sheet at
December 31, 2000 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 generally accepted accounting  principles
have  been  condensed  or  omitted  pursuant  to  the  Securities  and  Exchange
Commission's rules and regulations.

Net loss per  share is  computed  in  accordance  with  Statement  of  Financial
Accounting  Standards (SFAS) No. 128,  "Earnings Per Share".  Basic net loss per
share is computed by dividing net loss per share by the weighted  average number
of  shares  outstanding.  Diluted  loss  per  share  is  computed  based  on the
assumption that all of the convertible  debt and related  warrants are converted
in common stock.  For the three months ended March 31, 2001, the Company's basic
and diluted earnings per share were the same.

It  is  suggested  that  these  un-audited   financial  statements  be  read  in
conjunction with our audited financial statements and notes thereto for the year
ended  December 31, 2000 as included in the Company's  report on Form 10-KSB for
the fiscal year ended December 31, 2000 filed on April 2, 2001.


NOTE 3--NOTE RECEIVABLE

Pursuant to a promissory note and a security  agreement dated December 19, 2000,
the Company loaned Diabetex Corporation ("Diabetex"),  a Maryland corporation in
the business of managing the  healthcare of diabetes  patients,  $350,000 with a
maturity  date of February 19, 2002 or within 60 days of  termination  of merger
discussions,  bearing  interest  at 8% per annum.  In March  2001,  the  parties
terminated  the merger  discussions.  Further,  on April 30,  2001,  the Company
demanded that,  pursuant to the terms of the promissory note, Diabetex repay the
principal  amount of the promissory note and all accrued  interest thereon on or
before June 29, 2001.


NOTE 4--DEPOSIT ON ACQUISITION OF INTELLECTUAL PROPERTY

On March 9, 2001 the Company  entered into an  intellectual  property  letter of
intent with Disease Management Holdings, Inc., doing business as CardioContinuum
("CardioContinuum"),  a company in the business of providing disease  management
services to patients  suffering from cardiac  disease.  Among other things,  the
letter of intent  contemplates  a license by  CardioContinuum  to the Company of
certain protocols and work flows that facilitate efficient treatment of patients
suffering from cardiac disease.  The letter of intent also  contemplates  that a
promissory note in the principal amount of $100,000,  and all accrued but unpaid
interest thereunder, issued by CardioContinuum to the Company on January 8, 2001
would be surrendered by the Company to CardioContinuum for cancellation as an up
front  license  fee for the  intellectual  property  license.  The  Company  and
CardioContinuum  are continuing to negotiate a binding  license  agreement.  The
Company has recorded the principal  amount of the  promissory  note as a deposit
for the  intellectual  property  that will be the  subject of a binding  license
agreement.


                                       9
<PAGE>
                          I-TRAX, INC. AND SUBSIDIARIES
                        NOTES TO THE FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 5--ACQUISITION OF ISUMMIT PARTNERS, LLC

Effective  as of February 7, 2001,  the Company  completed  the  acquisition  of
iSummit Partners,  LLC, doing business as MyFamilyMD  ("iSummit  Partners"),  as
stipulated in the Contribution and Exchange  Agreement dated as of September 22,
2000, as amended,  by issuing a total of 4,222,500 shares of its Common Stock to
the owners of iSummit  Partners in exchange for the  assignment by the owners to
the  Company of all of the  issued and  outstanding  limited  liability  company
membership interests of iSummit Partners.  For accounting purposes, of the total
4,222,500 shares,  the Company recorded 3,368,000 shares (which have been valued
at $5,254,080) as immediate  consideration  in the merger.  Furthermore,  of the
total 4,222,500 shares,  854,500 shares will be released to the former owners of
iSummit Partners,  and recorded as an expense for accounting  purposes,  only if
and when the Company meets agreed upon revenue targets generated by MyFamilyMD's
products.   Contemporaneously  with  recording  3,368,000  shares,  the  Company
recorded goodwill and intangibles of $3,590,341,  after allocating $1,642,860 to
in-progress  research  and  development  and  20,879  to  tangible  assets.  The
allocation  of purchase  price was prepared on a  preliminary  basis pending the
completion of a formal valuation.

The  Company  is  amortizing   the  goodwill  over  a  five-year   period  on  a
straight-line basis.  Accordingly,  for the period beginning on February 7, 2001
and ending on March 31, 2001, the Company  recorded an  amortization  expense of
$102,300.


NOTE 6--CONVERTIBLE PROMISSORY NOTES PAYABLE

From November 2000 through January 2001, the Company issued several  Convertible
Promissory  Notes  ("Promissory   Notes")  with  an  aggregate  face  amount  of
$2,050,000. Of such total, $500,000 represented bridge financing provided to the
Company by its Chief Executive  Officer and Chief  Operating  Officer in October
2000.  The  principal  amount of the  Promissory  Notes and  accrued  and unpaid
interest  thereon are convertible  into the Company's Common Stock at an initial
conversion  price of $2 per share. The Promissory Notes mature one year from the
date of issuance and bear  interest at 8% per annum or 12% per annum in an event
of default.

Concurrently  with the sale of the Promissory  Notes,  the Company issued to the
holders of the Promissory  Notes  detachable  warrants to purchase an additional
2,050,000  shares of the Company's  Common Stock at an initial exercise price of
$2 per share.  As of March 31, 2001,  the proceeds  allocated to the  detachable
purchase warrants amounted to $788,650,  which was valued using the Black-Sholes
pricing model.  Such amount was recorded as a discount to the Promissory  Notes.
The  discount  is being  accreted  as  expense  over the life of the  underlying
Promissory  Notes.  For the three  months  ended  March 31,  2001,  the  Company
recorded $191,518 of the discount accreted to interest expense. In addition,  as
of  March  31,  2001,  the  Company  has  accrued  $60,099  of  interest  on the
outstanding Promissory Notes.

The  conversion  price of the  Promissory  Notes and the  exercise  price of the
detachable  purchase  warrants shall (a) initially equal $2 and (b) in the event
of a qualified  sale defined as the issuance of Common Stock for proceeds of not
less than  $3,000,000,  shall be  adjusted to equal the lesser of (i) $2 or (ii)
the per share price sold in a qualified sale.

Lastly,  the  conversion  price may also be  adjusted if the Company at any time
after  issuance of the  Promissory  Notes  shall  declare a stock  split,  stock
dividend, a reverse stock split or other similar events.


                                       10
<PAGE>

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

NOTE 7--PROMISSORY NOTES PAYABLE

In December  2000,  the Company  entered into  non-binding  letters of intent to
acquire  two  related  corporations  known  as  XL  Health--CardioContinuum  and
Diabetex.  CardioContinuum and Diabetex are engaged in the business of providing
disease  management  services to cardiac and  diabetes  patients,  respectively.
Further,   the   Company   announced   that  the   preferred   stockholders   of
CardioContinuum  led by Psilos Group Partners,  L.P. and its affiliates (the "C2
Investor  Group") had agreed to loan the Company up to  $1,000,000 to facilitate
the transactions. Upon further due diligence, the Company elected not to acquire
CardioContinnum.  Instead,  on March 2, 2001 the Company entered into an Amended
and Restated Promissory Note and Warrant Purchase Agreement with the C2 Investor
Group  pursuant to which the C2 Investor  Group agreed to loan the Company up to
$1,000,000   and   granted  the  Company  a  one  year  option  to  acquire  all
CardioContinuum  preferred  stock and debt held by the C2  Investor  Group for a
nominal  consideration.  As  consideration,  the Company granted the C2 Investor
Group  detachable  warrants to acquire  2.632 shares of its Common Stock at $.10
per share for each $1 of the face amount of the loan. The loan bears interest at
8% per annum,  with a default rate of 12% per annum,  and is due five years from
original date of issuance.  As of March 31, 2001,  the C2 Investor  Group funded
$617,809 of the  $1,000,000  and had  received  warrants  to purchase  1,626,074
shares of the Company's Common Stock.

The Company  valued the detachable  warrants  issued to the C2 Investor Group at
$410,072 using the Black-Scholes pricing model and after allocating a portion of
the proceeds from the debt to the warrants  utilizing the relevant fair value of
the debt and  warrants  to the actual  proceeds  from the debt.  This amount was
recorded as a discount to the related  promissory notes, which discount has been
netted against the related debt. Furthermore,  the discount is being accreted to
interest  expenses over the life of the underlying  promissory  notes,  which is
five years.  For the quarter ended March 31, 2001,  $10,111 of such discount was
accreted to interest expense.


NOTE 8--ADVANCES FROM OFFICERS

During the quarter ended March 31, 2001, the Company's Chief  Executive  Officer
and Chief Operating Officer advanced an aggregate of $475,000 to the Company for
working capital. In addition, subsequent the March 31, 2001, the Company's Chief
Executive Officer and Chief Operating Officer advanced an additional $305,000 to
the  Company  for  working  capital.  The  Company  and the above  officers  are
currently negotiating repayment terms.


NOTE 9--COMMITMENTS AND CONTINGENCIES

Nature of Business

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

Significant customers and vendors

Financial  instruments which potentially expose the Company to concentrations of
credit risk consist primarily of accounts receivable. For the three months ended
March 31, 2001, the Company had one unrelated customer, which accounted for 100%
of  total  revenues.  As of  March  31,  2001,  the  Company  had two  unrelated
customers, which accounted for 98% of accounts receivables.


                                       11
<PAGE>

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

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

Threatened Litigation

In 1998, a former Chief  Executive  Officer,  stockholder and creditor of Health
Management  (the  "Plaintiff")  commenced  an action in New Jersey  state  court
against, among others, Health Management and its present Chief Executive Officer
alleging breach of contract, breach of fiduciary duty, breach of the covenant of
good faith and fair  dealing,  securities  fraud,  common  law fraud,  negligent
misrepresentation  and  racketeering  activity.  The  allegations in this action
reference  circumstances  relating to Health Management's prior line of business
of  physician  practice  management.  In 1999,  the  court  entered  two  orders
dismissing the action "without prejudice" for procedural  reasons.  Furthermore,
in 1999 the Plaintiff filed for bankruptcy protection. As part of the bankruptcy
proceedings,  the  Plaintiff  and Health  Management  entered into a stipulation
limiting the period within which the  Plaintiff can bring a new action  alleging
Plaintiff's claims.  Plaintiff sought to reactivate his prior state court action
in January 2001 (within the stipulated  period),  rather than  instituting a new
action.  The  court has not thus far  permitted  reactivation  of the suit,  and
Plaintiff  has  not  commenced  a new  suit.  The  stipulated  time  period  for
reinstating  the action has now expired.  Although to date the Plaintiff has not
successfully  reinstated  the action,  there is no assurance that he will not be
able to do so.  Furthermore,  although  Health  Management  believes that it has
adequate defenses against all of the Plaintiff's claims, including pursuant to a
settlement  agreement  entered  into by the  Plaintiff,  Health  Management  and
certain others in 1997,  there is no assurance that these defenses will prevail.
In the event the action is reinstated and in the event Health  Management cannot
assert  successfully  its  defenses,  it is  possible  that the court may compel
Health Management to repay an alleged loan in an amount of $825,000 and that the
outcome of the action would have a material adverse effect on Health  Management
and the Company and the Company's financial condition. As of March 31, 2001, the
Company  made no accrual  since the  probability  and an estimate of the outcome
could not be determined based on the current facts.

NOTE 10--STOCKHOLDERS' EQUITY (DEFICIENCY)

2001 Equity Compensation Plan

On March 20, 2001,  the  Company's  Board of  Directors  adopted the 2001 Equity
Compensation  Plan (the "2001  Plan").  The Board of Directors  amended the 2001
Plan on April 10, 2001. Four separate types of equity compensation may be issued
under  the  2001  Plan.  First,   stock  options  may  be  granted  to  eligible
individuals, including employees, consultants, advisors and non-employee members
of the Board of Directors.  Stock  options give  optionees the right to purchase
shares of Common Stock at an exercise price determined at the time the option is
granted.  Second,  a salary  investment  option grant program may be implemented
under the 2001 Plan. The salary investment option grant program permits eligible
employees to reduce their salary  voluntarily  as payment of  two-thirds  of the
fair  market  value of the  underlying  stock  subject to the  option,  with the
remaining  one-third of the fair market value payable as the exercise  price for
the option.  Third,  direct  issuances of stock may be made to eligible  persons
under the 2001 Plan.  Persons receiving direct issuances of restricted stock may
purchase  shares of Common Stock at a price less than,  equal to or greater than
the fair market  value of the Common  Stock or may receive such shares of Common
Stock for past services  rendered or as a bonus for the performance of services.
In addition, if specifically implemented,  the Plan permits non-employee members
of the Board of Directors to automatically receive options to purchase shares of
Common Stock at periodic intervals.

The number of shares of Common Stock that may be currently issued under the 2001
Plan shall not exceed  5,000,000.  The number of available shares subject to the
2001 Plan is  increased  automatically  on the first day of each  calendar  year
beginning  with the year  2002 by an  amount  equal to the  lesser  of (i) three
percent (3%) of the shares of Common Stock then  outstanding  and (ii) 1,000,000
shares.  No one person  participating  in the 2001 Plan may receive  options for
more than 400,000 shares of Common Stock per calendar year.

As of March 31,  2001,  the  Company  has not  granted  any option or issued any
restricted stock pursuant to the 2001 Plan.

                                       12
<PAGE>


Item 2. Management's Discussion And Analysis Of Financial Condition And
        Results Of Operations

         The following discussion of the financial condition and related results
of operations of I-trax,  Inc. (the  "Company") and its  subsidiaries  should be
reviewed in conjunction with the financial statements of the Company and related
notes  appearing  on the  preceding  pages  as  well  as the  audited  financial
statement  of  I-trax  Health  Management  Solutions,  Inc.  (formerly  known as
I-Trax.com,  Inc.) ("Health  Management"),  the Company's wholly-owned operating
subsidiary,  for the fiscal year ended  December  31,  2000,  incorporated  into
Health Management's Form 10-KSB, filed on April 2, 2001.

         Un-audited results of operations for the three month period ended March
31, 2001 are compared to the un-audited results of operations for the comparable
period  ended March 31,  2000.  Such  information  is based upon the  historical
financial information available as of the dates indicated. Results of operations
for the three month period ended March 31, 2001 are not  necessarily  indicative
of results to be attained for any other period.

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

Introduction

         On  September  13, 2000,  the Board of  Directors of Health  Management
directed the formation of the Company to  facilitate  the formation of a holding
company structure pursuant to Section 251(g) of the Delaware General Corporation
Law.  The  reorganization  was  consummated  on February 5, 2001  pursuant to an
Agreement  and Plan of Merger dated as of September  22, 2000 among the Company,
Health Management and I-Trax.com  Acquisition Co., a special purpose  subsidiary
of the Company.  The holding  company  reorganization  was  described in greater
detail in the Company's  registration statement on Form S-4 (Registration Number
333-48862). At the effective time of the reorganization, all of the stockholders
of  Health  Management  became  the  stockholders  of  the  Company  and  Health
Management  became  a wholly  owned  subsidiary  of the  Company.  Further,  all
outstanding  shares of  Health  Management  were  converted  into  shares of the
Company, in a non-taxable transaction. Health Management no longer files reports
with the Securities and Exchange Commission,  and the price for its common stock
is no longer quoted on the Over-the-Counter Bulletin Board. However, the Company
does file reports with the Securities and Exchange Commission, and the price for
its Common  Stock is quoted on the  Over-the-Counter  Bulletin  Board  under the
symbol  "IMTX".  The shares of the  Company  are  represented  by the same stock
certificates  that represented  shares of Health Management prior to the holding
company reorganization.

         We expect  that the  holding  company  structure  will allow us greater
flexibility  in our operations and expansion and  diversification  plans.  As an
example,  the holding company  structure  facilitated the acquisition of iSummit
Partners,  LLC, doing business as  "MyFamilyMD"  ("MyFamilyMD"),  on February 7,
2001.

         The Company's current operating business is a combination of businesses
of two  predecessors--Member-Link  Systems, Inc. ("Member-Link") and MyFamilyMD.
Health Management  acquired  Member-Link  effective as of December 30, 1999 in a
merger transaction pursuant to a Merger Agreement dated as of December 14, 1999.
In the merger,  each of the 1,809,686  outstanding  shares of Member-Link common
stock was converted into a right to receive 4.4207 shares of Health Management's
common  stock.   Accordingly,   an  aggregate  of  8,000,082  shares  of  Health
Management's common stock were issued in the merger.

         The  Company  acquired  MyFamilyMD  effective  February  7,  2001 in an
exchange  transaction pursuant to a Contribution and Exchange Agreement dated as
of September 22, 2000, as amended.  In the contribution and exchange the Company
issued a total  of  4,222,500  shares  of its  Common  Stock  to the  owners  of
MyFamilyMD  and the  owners  contributed  to the  Company  all of the issued and
outstanding ownership interest in MyFamilyMD. At


                                       13
<PAGE>

closing,  of the total 4,222,500  shares  2,086,250 shares were delivered to the
owners of MyFamilyMD  and 2,136,250  shares were deposited with an escrow agent.
The shares held in escrow  will be  released in part upon the Company  receiving
assurances that none of the  representations  in the  Contribution  and Exchange
Agreement  were breached and in part upon the Company  achieving  certain agreed
upon revenue targets for MyFamilyMD's products.

         Of the total  4,222,500  shares  issued,  for  accounting  purposes the
Company recorded 3,368,000 shares as immediate  consideration.  Furthermore,  an
additional  854,500  shares will be released to the former owners of MyFamilyMD,
and recorded as an expense for accounting purposes, only if and when the Company
meets certain agreed upon revenue targets  generated by  MyFamilyMD's  products.
Contemporaneously with recording 3,368,000 shares, the Company recorded goodwill
of  $3,590,341,   after  allocating   $1,642,860  to  in-progress  research  and
development  and  20,879 to  tangible  assets.  The  Company is  amortizing  the
goodwill over a five-year period on a straight-line basis. Accordingly,  for the
period  beginning on February 7, 2001 and ending on March 31, 2001,  the Company
recorded amortization expense of $102,300.

         Since  February 7, 2001,  MyFamilyMD  has been a passive  wholly  owned
entity of the Company with certain intellectual property as its only assets.

         The merger of Member-Link into Health Management and the acquisition of
MyFamilyMD have and will have a substantial  impact on the Company's current and
future operating results.  The Company's  operating results have been negatively
affected for the three month period ended March 31, 2001 as to profitability and
will  continue to be affected  negatively  through the balance of calendar  year
2001 since the Company has devoted  substantial  sums to develop current and new
products,  expand sales and marketing resources necessary for a rapid rollout of
such  products  into  additional  markets,  and  attract  and retain  additional
management  personnel.  Although the development and enhancements of products is
an ongoing process, the Company expects to release several of its core products,
including  eCareCoordinator(TM)  and  MyFamilyMD(TM)'s  MedWizards(TM),  in  the
second quarter of 2001.

Overview

         The Company has  historically  developed  enterprise  or client  server
applications  for collecting  disease specific data at the point of care. In the
first  fiscal  quarter  of 2000,  the  Company  began to  develop  its  Internet
applications.  We have just recently begun to deploy such Internet applications.
The Company  intends to continue to increase its  expenditures  primarily in the
areas of product development,  client services, business development,  and sales
and marketing. As a result, we expect to continue to incur substantial operating
losses through the fourth quarter of 2001.

Results of Operations

         Three Months Ended March 31, 2001 Compared to Three Months Ended
         March 31, 2000

         Total  revenues for the three  months ended March 31, 2001  amounted to
$189,940  whereas  total  revenues  for the three  months  ended  March 31, 2000
amounted  to  $0.  This  increase  was  directly  attributable  to  the  Company
fulfilling  a portion of a contract  with  Walter Reed Army  Medical  Center for
implementation  of C-Trax  Cardiovascular  tracking system.  In the future,  the
Company  expects  to  generate  a  significant  portion  of  its  revenues  from
subscriptions to the Company's products delivered over the Internet.

         The product development costs amounted to $227,264 for the three months
ended March 31, 2001 as  compared to $583 for the three  months  ended March 31,
2000.  This  increase in spending was  required to support the  migration of the
Company's  products to an Internet  model and expanding  the  Company's  disease
management services.  All product development costs in 1999 and 2000 and through
March 31, 2001 were expensed.

         Selling,  general and administrative  expenses increased  materially to
$1,605,273 for the three months ended March 31, 2001 as compared to $616,571 for
the three months ended March 31, 2000. The significant increase,  which amounted
to $988,702 net of a decrease for consulting  expense amounting to $155,990,  is
composed  primarily of  increased  salaries  and related  benefits  amounting to
$867,322. The increase is directly associated with the Company building a strong
management,  sales,  and software  development  team.  Other major components of
expenses  representing  the  remaining  increase in general  and  administrative
expenses were:  recruiting  expenses,


                                       14
<PAGE>

representing  a  $43,831  increase;  travel  expenses,  representing  a  $86,156
increase;  and rent expense,  representing a $36,358 increase.  The remainder of
the  increase  in the first  quarter  of 2001 over the first  quarter of 2000 of
approximately $111,000 is due to increased general corporate overhead, including
office  supplies,  insurance  expense,  telephone,  filing fees and depreciation
expense.

         For the quarters ended March 31, 2001 and 2000,  the Company  generated
losses  amounting to  $3,737,185  and  $636,940,  respectively.  The increase in
losses  is  directly   attributable  to  the  Company's  increased  general  and
administrative  expenses,  the expensed portion of acquired in-progress research
and  development  associated  with the  acquisition of MyFamilyMD of $1,642,860,
amortization  of goodwill  of $102,300  resulting  from such  acquisition  and a
increase in interest  expense of $256,558 which is directly  attributable to the
Company's  borrowings pursuant to the promissory notes which bear interest at 8%
in addition to  accreting  the  discount to interest  expense as a result of the
Company issuing warrants with such promissory notes .

Liquidity and Capital Resources

         Working Capital Deficiency

         The Company's financial statements have been prepared assuming that the
Company will continue as a going  concern.  As of March 31, 2001,  the Company's
accumulated  deficit  amounted to $10,779,344  of which  $3,737,185 was from its
current  quarter's  losses,  inclusive of a purchased  in-progress  research and
development  of  $1,642,860.  For the three  months  ended March 31,  2001,  the
Company generated a net loss of $3,717,225, which included a charge to purchased
research and development amounting to $ 1,642,860. Additionally, as of March 31,
2001, the Company has a working capital deficiency amounting to $3,156,730.

         Future Capital Requirements

         The  Company  does not  believe  that its cash on hand as of March  31,
2001,  together  with  additional  funds  received  from  collection of accounts
receivables,   will  be  sufficient  to  meet  the  Company's   immediate   cash
requirements. The Company is currently seeking additional capital, but there can
be no assurance that such  financing will be available  timely and on acceptable
terms, if at all.

         During the fiscal  quarter  ended March 31, 2001,  the Company  entered
into a letter of intent with an investment  banker to secure up to $5,000,000 of
financing either through issuance of equity, debt or a combination.  The Company
has estimated  that these funds will be sufficient to finish the  development of
its products and initiate its marketing campaign.

         Despite its negative cash flows for the fiscal year ended  December 31,
2000 and the fiscal  quarter ended March 31, 2001,  the Company has been able to
secure  financing  to support  its  operations  to date.  Such  support has been
received primarily from its Chief Executive and Chief Operating Officers.  Going
forward,  significant  amounts of cash will be needed to enable  the  Company to
finish the development of its products, liquidate its short-term liabilities and
implement its revised marketing strategy.

         For the three  months  ended March 31, 2001 and 2000,  the Company used
$1,235,291 and $520,348,  respectively,  in cash for operating activities funded
by  advances  from  officers  and  issuance of  promissory  notes  amounting  to
$1,212,809  in the quarter  ended  March 31,  2001 and by proceeds  from sale of
Common Stock of $1,794,880 in the quarter ended March 31, 2000.

         With regards to  investing  activities,  the Company,  for three months
ended March 31, 2001,  advanced  $100,000 to an entity as an advance payment for
the eventual acquisition of intellectual property.

         Employee Salary Deferment Program

         In an effort  to  conserve  cash,  in the third  quarter  of 2000,  the
Company began a salary deferment program, whereby key officers and certain other
key  employees  of the Company  agreed to defer all or a portion of their salary
until  the  Company  reached  positive  cash flow or  secured  an equity or debt
financing.  As consideration for such deferrals,  the Company agreed to pay such
employees  interest  at  the  rate  of 8% per  annum  on  all  deferred  salary.



                                       15
<PAGE>

Furthermore,  at the time the Company is in the  position to repay such  accrued
salary,  the participating  employees will receive an option to receive all or a
portion of the accrued pay in cash or the Company's Common Stock. The conversion
feature of the salary  deferment is contingent on compliance  with all state and
Federal securities laws. Additionally, at the completion of the salary deferment
program,  the Company  agreed to grant such  employees  warrants to purchase the
Company's  Common Stock,  again subject to compliance with all applicable  state
and Federal  securities  laws. The conversion  factor for converting all accrued
salary into Common Stock and the exercise  price on the warrants are  determined
on the  same  basis  as the  conversion  price  and the  exercise  price  on the
securities issued in the note and warrants offering described below. The Company
has continued the salary  deferment  program  through the first quarter of 2001,
and beyond. As of March 31, 2001, the Company has accrued approximately $583,000
on account of such deferred salaries.

         Convertible Promissory Notes

         On November 13, 2000, the Company  initiated an offering of convertible
promissory  notes and stock  purchase  warrants  to  accredited  investors.  The
convertible  promissory  notes have a maturity date of one year from the date of
issue and accrue  interest at 8% per annum with a default rate of 12% per annum.
The principal  amount of, and accrued and unpaid interest under, the convertible
promissory  notes is convertible  into shares of the Company's Common Stock. The
stock  purchase  warrants  grant  holders a right to purchase  one shares of the
Company's  Common Stock for each $1 in original  principal amount of convertible
promissory  notes. The initial  conversion  price of the convertible  promissory
notes and the exercise  price of the stock  purchase  warrants are $2 per share,
subject, in each case, to full-ratchet  anti-dilution adjustment in the event of
a  subsequent  offering  with an  effective  per share price of less than $2. An
individual and an affiliated  fund,  which  collectively  purchased  convertible
promissory  notes with an aggregate  principal  amount of  $1,000,000,  led this
private placement. In addition, an aggregate of $500,000 advanced to the Company
by its Chief Executive  Officer and Chief Operating Officer in October 2000 were
converted  into this  offering.  Through  March 31,  2001,  the  Company  raised
$2,050,000 pursuant to this offering.

         Loans by Officers

         At March 31,  2001,  the  Company  had  $12,640  in cash.  To allow the
Company to meet its monthly  operating  expenses,  the Company's Chief Executive
Officer and Chief  Operating  Officer  advanced to the Company,  an aggregate of
$475,000 as of March 31, 2001 and an additional $305,000 through May 10, 2001.

         XL Health and Related Transactions

         In December  2000,  the Company  entered  into  non-binding  letters of
intent  to  acquire  two  related   corporations  known  as  XL  Health--Disease
Management     Holdings,     Inc.,    doing    business    as    CardioContinuum
("CardioContinuum"),  and Diabetex Corporation ("Diabetex"). CardioContinuum and
Diabetex are engaged in the business of providing disease management services to
cardiac and diabetes patients, respectively. Further, the Company announced that
the preferred stockholders of CardioContinuum led by Psilos Group Partners, L.P.
and its affiliates  (the "C2 Investor  Group") had agreed to loan the Company up
to $1,000,000 to facilitate the  transactions.  Upon further due diligence,  the
Company elected not to acquire  CardioContinnum.  Instead,  on March 2, 2001 the
Company  entered  into an  Amended  and  Restated  Promissory  Note and  Warrant
Purchase  Agreement with the C2 Investor Group pursuant to which the C2 Investor
Group agreed to loan the Company up to $1,000,000  and granted the Company a one
year option to acquire all CardioContinuum  preferred stock and debt held by the
C2 Investor Group for a nominal  consideration.  As  consideration,  the Company
granted the C2 Investor Group detachable warrants to acquire 2.632 shares of its
Common  Stock at $.10 per share for each $1 of the face amount of the loan.  The
loan bears interest at 8% per annum,  with a default rate of 12% per annum,  and
is due five years from original date of issuance.  As of March 31, 2001,  the C2
Investor Group funded  $618,000 of the  $1,000,000 and had received  warrants to
purchase 1,626,074 shares of the Company's Common Stock.

Pursuant to a promissory note and a security  agreement dated December 19, 2000,
the Company loaned  Diabetex  $350,000 with a maturity date of February 19, 2002
or within 60 days of termination of merger  discussions,  bearing interest at 8%
per annum.  In March  2001,  the  parties  terminated  the  merger  discussions.
Further,  on April 30, 2001, the Company demanded that, pursuant to the terms of
the promissory note,  Diabetex repay the principal amount of the promissory note
and all accrued interest thereon on or before June 29, 2001.


                                       16
<PAGE>

Factors Affecting the Company's Business and Prospects

         We  expect  to  experience  significant   fluctuations  in  our  future
quarterly  operating  results  due to a variety  of  factors,  many of which are
outside of our  control.  These issues are  discussed  more fully in the section
titled "Risk  Factors" in Health  Management's  Form  10-KSB,  filed on April 2,
2001.

The Company is susceptible to additional  risk because each of its few customers
accounts for a large  percentage  of revenues.  For the three months ended March
31, 2001,  the Company had one unrelated  customers  that  accounted for 100% of
total  revenues.  As of March 31, 2001, the Company had two unrelated  customers
that accounted for 98% of accounts receivables.

Market Risk

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

Inflation

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


                           PART II. OTHER INFORMATION

Item 1.           Legal Proceedings

         The Company is not a party to any material  pending  legal  proceeding.
Litigation   threatened   against   Health   Management  is  described  in  Note
9--Commitments  and  Contingencies  to  the  Company's   Consolidated  Financial
Statements above.

Item 2.           Changes in Securities

         Effective  as of  November  13,  2000,  we  initiated  an  offering  of
convertible   promissory  notes  and  stock  purchase   warrants  to  accredited
investors.  In  undertaking  this  offering,  we  relied  on an  exemption  from
registration  under  Section  4(2)  of  the  Securities  Act  and  Regulation  D
thereunder.  The convertible  promissory  notes have a maturity date of one year
from the date of issue and accrue  interest at 8% per annum with a default  rate
of 12% per annum.  The  principal  amount of, and  accrued  and unpaid  interest
under,  the  convertible  promissory  notes are  convertible  into shares of the
Company's  Common Stock.  The stock  purchase  warrants grant holders a right to
purchase  2  shares  of the  Company's  Common  Stock  for  each $1 in  original
principal amount of convertible  promissory notes. The initial  conversion price
of the convertible promissory notes and the exercise price of the stock purchase
warrants are $2 per share, subject, in each case, to full-ratchet  anti-dilution
adjustment  in the event of a subsequent  offering  with an effective  per share
price of less than $2. An individual and an affiliated fund, which  collectively
purchased  convertible  promissory  notes with an aggregate  principal amount of
$1,000,000,  led this private placement.  In addition,  an aggregate of $500,000
advanced to us by our Chief  Executive  Officer and Chief  Operating  Officer in
October 2000 were converted  into this offering.  As of the December 31, 2000 we
raised $1,930,000 pursuant to this offering.  During the quarter ended March 31,
2001, we raised $120,000 pursuant to this offering. We filed with the Securities
and Exchange Commission a Form D in connection with the issuance the convertible
promissory notes and stock purchase warrants.

         On March 2, 2001 the  Company  entered  into an  Amended  and  Restated
Promissory  Note and  Warrant  Purchase  Agreement  with the C2  Investor  Group
pursuant to which the C2 Investor Group agreed,  among other things, to loan the
Company up to $1,000,000. As consideration,  the Company granted the C2 Investor
Group


                                       17
<PAGE>

detachable  warrants  to acquire  2.632  shares of its Common  Stock at $.10 per
share for each $1 of the face amount of the loan.  The loan bears interest at 8%
per  annum,  with a default  rate of 12% per  annum,  and is due five years from
original date of issuance.  As of March 31, 2001,  the C2 Investor  Group funded
$618,000 of the  $1,000,000  and had  received  warrants  to purchase  1,626,074
shares of the Company's Common Stock. In undertaking this offering, 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

         The  Company  did not  default  upon any senior  securities  during the
quarter ended March 31, 2001.

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

         No matters  were  submitted  to a vote of our  stockholders  during the
quarter ended March 31, 2001.

Item 5.           Other Information

         None.

Item 6.           Exhibits and Reports on Form 8-K

(a)      Exhibits

         10.1     I-trax, Inc. 2001 Equity  Compensation Plan.  (Incorporated by
                  reference to Attachment A to I-trax,  Inc.'s Preliminary Proxy
                  Statement filed on April 20, 2001.)


(b)      Reports on Form 8-K

         The Company filed a current  report on Form 8-K with the Securities and
Exchange  Commission  on  February  22,  2001  to  report  the  closing  of  the
acquisition iSummit Partners, LLC (d/b/a MyFamilyMD) effective as of February 7,
2001.






                                       18
<PAGE>




                                    SIGNATURE

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


                                         I-TRAX, INC.

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

























                                       19