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: September 30, 2000

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

                         Commission File Number: 0-30275

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

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

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

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

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

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the last practicable date: As of November 9, 2000, the Registrant
had 18,730,834 shares of its $0.001 par value Common Stock outstanding.

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



<PAGE>


                                      INDEX

                                                                           Page

PART I   FINANCIAL INFORMATION...............................................3
  Item 1.  Financial Statements .............................................3
  Item 2.  Management's Discussion and Analysis of Financial Condition
           and Results of Operations........................................20

PART II   OTHER INFORMATION.................................................25
  Item 1.  Legal Proceedings................................................25
  Item 2.  Changes in Securities............................................25
  Item 3.  Defaults upon Senior Securities..................................25
  Item 4.  Submission of Matters to a Vote of Security Holders..............25
  Item 5.  Other Information................................................25
  Item 6.  Exhibits and Reports on Form 8-K.................................25
















                                       2
<PAGE>

Part I Financial Statements

Item 1. Financial Statements



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






                                                                     Page
                                                                    Number

Balance sheets at September 30, 2000 (unaudited) and
    December 31, 1999                                                  4

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

Statements of operations for the nine months
    ended September 30, 2000 and 1999 (unaudited)                      6

Statement of stockholders' equity for the
    nine months ended September 30, 2000 (unaudited)                   7

Statements of cash flows for the nine months
    ended September 30, 2000 and 1999 (unaudited)                     8

Notes to financial statements (unaudited)                           9 to 19












                                       3
<PAGE>


                                                 I-TRAX.COM, INC.
                                                  BALANCE SHEETS

                                                      ASSETS
<TABLE>
<CAPTION>
<S>                                                                            <C>                   <C>

                                                                              September 30,
                                                                                   2000              December 31,
                                                                                (unaudited)               1999
Current assets:
    Cash                                                                       $   311,181           $   195,728
    Accounts receivables, net                                                      339,094               412,038
    Prepaid expenses                                                               121,606                18,770
    Other receivables                                                               75,414                  --
                                                                               -----------           -----------
    Total current assets                                                           847,295               626,536
                                                                               -----------           -----------

Office equipment and furniture, net                                                327,152                36,120
    Software development costs                                                     210,750                 6,000
    Security deposits                                                              128,163                40,162
                                                                               -----------           -----------

       Total assets                                                            $ 1,513,360           $   708,818
                                                                               ===========           ===========




                                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:

    Accounts payable                                                           $   418,123           $    20,502
    Accrued expenses                                                                31,442               172,076
    Convertible note payable                                                          --                  37,500
    Due to related party                                                               683                66,048
    Capital lease payable                                                            5,689                  --
    Deferred revenue                                                               315,280                  --
                                                                               -----------           -----------
    Total current liabilities                                                      771,217               296,126
                                                                               -----------           -----------

    Capital lease obligation, net of current portion                                27,266                  --
                                                                               -----------           -----------
       Total liabilities                                                           798,483               296,126
                                                                               -----------           -----------


Commitments & Contingencies  (Note 5)                                                 --                    --

Stockholders' Equity:

    Preferred Stock  - $.001 par value, 2,000,000 shares authorized,
       -0- issued and outstanding                                                     --                    --
    Common Stock - $.001 par value, 50,000,000 shares authorized,
       18,710,834 and 16,028,084 issued and outstanding, respectively               18,711                16,028
    Additional paid in capital                                                   4,870,996             1,043,299
    Accumulated deficit                                                         (4,141,496)             (646,635)
    Deferred expenses                                                              (33,334)                 --
                                                                               -----------           -----------
       Total stockholders' equity                                                  714,877               412,692
                                                                               -----------           -----------


 Total Liabilities and Stockholders' Equity                                    $ 1,513,360           $   708,818
                                                                               ===========           ===========





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


                                                        4
<PAGE>

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

<TABLE>
<CAPTION>
<S>                                                      <C>                    <C>
                                                           Three months          Three months
                                                              ended                  ended
                                                          September 30,          September 30,
                                                               2000                  1999
                                                           (unaudited)            (unaudited)


Revenue                                                  $    212,936           $    364,557
                                                         ------------           ------------

Operating expenses:

     Cost of revenue                                          117,610                 21,406
     General and administrative                             1,624,457                213,005
     Marketing and advertising                                  8,686                  8,325
                                                         ------------           ------------

Total operating expenses                                    1,750,753                242,736
                                                         ------------           ------------

(Loss) income before other income (expenses)
     and provision for income tax                          (1,537,817)               121,821
                                                         ------------           ------------

Other income (expenses):
     Miscellaneous income                                      11,718                   --
     Interest income                                            4,730                   --
     Interest expense                                            (944)                   (87)
                                                         ------------           ------------
Total other income (expense)                                   15,504                    (87)
                                                         ------------           ------------

(Loss) income before provision for income taxes            (1,522,313)               121,734
                                                         ------------           ------------

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

Net (loss) income                                        $ (1,522,313)          $    121,734
                                                         ============           ============

Basic:

     Net loss                                            $       (.08)          $        .01
                                                         ============           ============



Weighted average number of shares
     outstanding                                           18,325,647             13,472,534
                                                         ============           ============
</TABLE>



                  See accompanying notes to financial statements (unaudited)



                                              5
<PAGE>


                                   I-TRAX.COM, INC.
                               STATEMENTS OF OPERATIONS
                 FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                      (UNAUDITED)
<TABLE>
<CAPTION>
<S>                                               <C>                    <C>
                                                   For the nine         For the nine
                                                   months ended          months ended
                                               September 30, 2000     September 30, 1999
                                                   (unaudited)            (unaudited)

Revenue                                           $    277,163           $    601,376
                                                  ------------           ------------

Operating expenses:
     Cost of revenue                                   163,123                209,705
     General and administrative expenses             3,372,752                702,028
  Marketing and advertising                            130,838                 19,908
                                                  ------------           ------------
Total operating expenses                             3,666,713                931,641
                                                  ------------           ------------

Loss before other income (expenses)
     and provision for income taxes                 (3,389,550)              (330,265)
                                                  ------------           ------------

Other income (expenses):
     Miscellaneous income                               69,078                   --
  Interest income                                        4,730                   --
  Interest expense                                      (2,619)                  (255)
  Provision for loss contingency                      (176,500)                  --
                                                  ------------           ------------

Total other income (expenses)                         (105,311)                  (255)
                                                  ------------           ------------

Loss before provision for income taxes              (3,494,861)              (330,520)
                                                  ------------           ------------

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

Net loss                                          $ (3,494,861)          $   (330,520)
                                                  ============           ============
Basic:

     Net loss                                     $       (.20)          $       (.03)
                                                  ============           ============



Weighted average number of
     common shares outstanding                      17,767,904             10,409,601
                                                  ============           ============

</TABLE>




              See accompanying notes to financial statements (unaudited)






                                          6
<PAGE>

<TABLE>
<CAPTION>

                                                         I-TRAX.COM, INC.
                                                 STATEMENT OF STOCKHOLDERS' EQUITY
                                           FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
                                                            (UNAUDITED)



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

Sale of common stock,
  net of costs (Note 6 (a) (i))        1,800,000          1,800      1,793,080            --               --          1,794,880

Sale of common stock
  (Note 6 (a) (ii))                      840,250            840      1,679,660            --               --          1,680,500

Common stock issued in
  exchange for services
   endered                                25,000             25         49,975            --            (33,334)          16,666

Common stock issued in
  connection with conversion
  of related party debt                   17,500             18         34,982            --               --             35,000

Grant of Non-qualified and Non-Plan
Options to consultants as
  consideration for services                --             --          270,000            --               --            270,000

Net loss for the nine months
  ended September 30, 2000                  --             --             --        (3,494,861)            --         (3,494,861)
                                     -----------    -----------    -----------     -----------      -----------      -----------



 Balances at September 30, 2000       18,710,834    $    18,711    $ 4,870,996     $(4,141,496)     $   (33,334)     $   714,877
                                     ===========    ===========    ===========     ===========      ===========      ===========







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




                                                                7
<PAGE>

                                        I-TRAX.COM, INC
                                   STATEMENTS OF CASH FLOWS
                     FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                          (UNAUDITED)
<TABLE>
<CAPTION>
<S>                                                             <C>               <C>
                                                                Nine months        Nine months
                                                                   ended             ended
                                                                September 30,      September 30,
                                                                   2000               1999
                                                                (unaudited)        (unaudited)
                                                                -----------       -----------
Cash flows from operating activities:
Net loss                                                        $(3,494,861)      $  (330,520)
    Adjustments to reconcile net loss to net
    cash used for operating activities:
    Depreciation and amortization                                    22,809             4,664
    Grant of Non-Qualified and Non-Plan options as
    consideration for services                                      270,000              --
Decrease (increase) in:
    Accounts receivable                                              72,944            80,430
    Prepaid expenses                                                (85,448)             --
    Other receivables                                               (75,414)             --
    Security deposits                                               (88,001)             --
(Decrease) increase in:
    Accounts payable                                                379,621            39,098
    Accrued expenses                                               (123,246)           (2,257)
    Deferred revenue                                                315,280              --
                                                                -----------       -----------
Net cash used for operating activities                           (2,806,316)         (208,585)
                                                                -----------       -----------

Cash flows from investing activities:
    Purchase of office equipment and furniture                     (279,661)          (29,693)
    Increase in software development costs                         (204,750)             --
                                                                -----------       -----------
Net cash used for investing activities                             (484,411)          (29,693)
                                                                -----------       -----------
Cash flows from financing activities:
    Capital lease principal payments                                 (1,335)             --
    (Repayment of) proceeds from convertible notes payable          (37,500)          150,000
    Repayments to related parties                                   (30,365)          (10,121)
    Net proceeds from sale of common stock                        3,475,380            58,500
                                                                -----------       -----------
Net cash provided by financing activities                         3,406,180           198,379
                                                                -----------       -----------

Net increase (decrease) in cash                                     115,453           (39,899)

Cash and cash equivalents at beginning of period                    195,728            52,883
                                                                -----------       -----------

Cash and cash equivalents at end of period                      $   311,181       $    12,984
                                                                ===========       ===========

Supplemental  disclosure  of  non-cash  flow  information:
    Cash paid during the period for:
    Interest                                                    $     2,619       $       255
                                                                ===========       ===========

    Income taxes                                                $      --         $      --
                                                                ===========       ===========

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


Schedule of non-cash financing activities:
    Issuance of common stock in connection
       with debt conversion                                     $   (35,000)      $  (405,500)
                                                                ===========       ===========
</TABLE>

                  See accompanying notes to financial statements (unaudited)




                                              8
<PAGE>




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



NOTE 1-- ORGANIZATION AND NATURE OF BUSINESS

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

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

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

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

          The Company has incurred substantial losses since incorporation. As of
          September 30, 2000, the accumulated deficit was $4,174,830.  Moreover,
          the Company  expects that its  operating  losses will continue for the
          foreseeable  future.  The  Company's  ability to  continue  as a going
          concern is primarily  based on raising  sufficient  equity to meet its
          objectives.


                                       9

<PAGE>



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


NOTE 2--  INTERIM RESULTS AND BASIS OF PRESENTATION

          The accompanying  unaudited financial statements have been prepared in
          accordance with generally accepted  accounting  principles for interim
          financial  information,  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, 2000 and the results of the
          operations  and cash flows for the three and nine month  periods ended
          September 30, 2000 and 1999.  The results for the three and nine month
          periods ended September 30, 2000 are not necessarily indicative of the
          results to be expected for any subsequent quarter or the entire fiscal
          year ending  December 31, 2000. The balance sheet at December 31, 1999
          has been derived from the audited financial statements at that date.

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


          It is suggested that these unaudited  financial  statements be read in
          conjunction  with our audited  financial  statements and notes thereto
          for the year ended December 31, 1999 as included in our report on Form
          10-SB filed on April 10, 2000.

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

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

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

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

          Software Development Costs

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





                                       10
<PAGE>

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


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

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



NOTE 3-- CONVERTIBLE NOTE PAYABLE

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

NOTE 4--  DUE TO RELATED PARTIES

          Due to related  parties as of September 30, 2000  amounting to $683 is
          comprised of advances  made by the  Company's  President  (formerly an
          officer of  Memberlink)  amounting to $683.  This amount was repaid in
          October 2000.

          During  September  2000, the Company issued 17,500 shares of its $.001
          common stock to a former  officer of  Memberlink in lieu of repayments
          of $35,000 of advances made by such officer during 1999.

NOTE 5 - COMMITMENTS AND CONTINGENCIES

          a) 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.

          b) Lack of Insurance

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

          c) Significant customers and vendors

          Financial   instruments  which  potentially   expose  the  Company  to
          concentrations   of  credit  risk   consist   primarily   of  accounts
          receivable.  For the three and nine months ended  September  30, 2000,
          the Company had two unrelated customers, respectively, which accounted
          for 50% and 42% and 39% and 44% of total revenues,  respectively.  For
          the three and nine months ended  September  30, 1999,  the Company had
          one  unrelated  customer,  which  accounted  for 74% and 82% of  total
          revenues,  respectively. As of September 30, 2000, the Company had two
          unrelated customers, which accounted for 48% and 36%, respectively, of
          accounts receivables.




                                       11
<PAGE>

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



          d) Office Lease

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

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

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

                         For the year
                     ended December 31:

                            2000                          $    244,000
                            2001                               292,005
                            2002                               299,315
                            2003                               306,804
                            2004                               284,152
                            Thereafter                          66,390
                                                          ------------
                                                          $  1,492,666
                                                          ============

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

          Rent expense for the three months  ended  September  30, 2000 and 1999
          amounted to  approximately  $72,000 and  $15,500,  respectively.  Rent
          expense for the nine months ended September 30, 2000 and 1999 amounted
          to approximately $174,000 and $26,000, respectively.

          e) Employment Agreements

          i)  On  June  1,  1999,   Memberlink  entered  into  three  employment
          agreements with certain officers of the Company. The Company succeeded
          to Memberlink's  obligations  under these employment  agreements.  The
          employment  agreements  expire on May 31,  2002 with  annual  salaries
          ranging from  $125,000 to $175,000.  Subsequent  to December 31, 1999,
          the Company began renegotiating two of the employment agreements,  one
          with its  chief  technology  officer  and one with its  President.  On
          September  28,  2000 with an  effective  as of January  1,  2000,  the
          Company  entered  into  a new  employment  agreement  with  the  chief
          technology  officer.  The  agreement  is for an initial  term of three
          years and provides for initial annual pay of $125,000.  The employment
          agreement  with  its  president  remains  under   negotiations  as  of
          September 30, 2000.

          The third  such  agreement  was  terminated  effective  April 4, 2000,
          pursuant to an agreement of settlement.  The Company paid $50,000,  in
          $10,000 monthly installments  commencing April 15, 2000, as settlement
          payments  for which such  employee  continued  to render  services  as
          necessary  for the  Company  during  the period of  installments.  The
          Company also arranged for the sale of 70,000 shares of common stock of
          the Company held by this employee at a price of $1.25 per share, which
          was deemed to be the  market  value at the date of  settlement.  As of
          September  30,  2000 the Company  has paid all such  installments  and
          accordingly  such  former  employee  is not  obligated  to perform any
          future services.


                                       12
<PAGE>

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

NOTE 5 - COMMITMENTS AND CONTINGENCIES (cont'd)

          e) Employment Agreements (cont'd)

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

          f) Judgments

          During 1998,  several judgments were entered against the Company while
          it was operating as U.S.  Medical  Alliance,  relating to, among other
          things,  the  Company's  prior line of business of managing  physician
          practices.  The  allegations  made in the  underlying  suits relate to
          wrongful  discharge,  general breach of contract,  breach of equipment
          lease agreements and miscellaneous vendor claims. The aggregate amount
          of such judgments  entered against the Company and certain  associated
          physicians was approximately  $600,000.  As of September 30, 2000, the
          Company has settled and paid all such  judgments  (except one),  which
          amounted to approximately $189,000. The last judgment in the amount of
          approximately  $24,000,  stemming from a breach of contract claim, has
          not yet been  satisfied due to the death of the judgment  holder.  The
          Company's  offer amounting to $6,000 is likely to be accepted based on
          legal counsel's correspondence.  As of September 30, 2000, the Company
          has kept a $10,000 reserve in its contingency loss accrual relating to
          this judgment.

          g) Profit sharing plan

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

          h) Capital lease obligation

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




                                       13
<PAGE>



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



NOTE 5 - COMMITMENTS AND CONTINGENCIES (cont'd)

          h) Capital lease obligation (cont'd)

          The future  minimum  lease  commitment  under the capital  lease as of
          September 30, 2000 is as follows:

                For the year
              ended December 31:

                 2000                                             $2,193
                 2001                                              8,771
                 2002                                              8,771
                 2003                                              8,771
                 2004                                              8,771
                 Thereafter                                        4,380
                                                                   -----

                 Total future payments                            41,657

                 Less amount representing interest                (8,702)
                                                                 -------

                 Present value of minimum lease payments         $32,955
                                                                 =======

          At September 30, 2000  computer  equipment  under  capital  leases are
          carried at a book value of $33,982

NOTE 6-- STOCKHOLDERS' EQUITY

          a) Sale of common stock

          (i) During January and February 2000, the Company sold an aggregate of
          1,800,000  shares of its  common  stock at $1 per share  yielding  net
          proceeds of approximately  $1,794,880 after certain offering expenses.
          Such shares were sold pursuant to Rule 506 of Regulation D promulgated
          under the Securities Act of 1933.

          (ii)In  May 2000,  the  Company  commenced  the May 2000  Confidential
          Private Placement  Memorandum ("the Offering") pursuant to Rule 506 of
          Regulation  D under  the  Securities  Act of 1933.  The  offering  was
          initially  comprised of 1,000,000 shares of its $.001 par value common
          stock at $2 per share.  As of September 30, 2000, the Company has sold
          an aggregate of 840,250 shares  yielding  proceeds of  $1,680,500.  In
          July  2000,  the  Board of  Directors  approved  an  amendment  to the
          offering by increasing  the number of shares offered from 1,000,000 to
          2,500,000.



                                       14

<PAGE>



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



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

          b) 2000 Equity Compensation Plan

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

          As of  September  30,  2000,  the Company has granted an  aggregate of
          2,318,500  incentive and  non-qualified  stock options pursuant to the
          above plan with exercise  prices ranging  between $1 and $2 per share.
          Such options are subject to various  vesting periods ranging from June
          2000 to May 2003.

          A summary of the status of the  Company's  options as of September 30,
          2000 and changes during the nine months then ended is presented  below
          Exercise

<TABLE>
<CAPTION>
<S>                                                       <C>                 <C>
                                                           Shares                    Price
                                                       -------------            ------------------

                Outstanding at beginning of period                -                  $-
                    Granted                               2,318,500           Between $1.00 and $2.00
                    Exercised                                     -                   -
                    Canceled                                      -                   -
                                                       ------------             ------------------


            Outstanding at end of period,
            September 30, 2000                            2,318,500
                                                       ============

            Options available for grant at end
            of period                                       681,500
                                                       ============
</TABLE>

          In addition,  during the nine months  ended  September  30, 2000,  the
          Company granted 280,000 non-plan options to consultants. For the three
          and nine months ended September 30, 2000, the Company recorded $30,000
          and $270,000 consulting expenses on account of such options


                                       15

<PAGE>



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



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


          b) 2000 Equity Compensation Plan (cont'd.)


          During  2000,   Financial   Accounting   Standard   ("FAS")  No.  123,
          "Accounting for Stock-Based  Compensation,"  became  effective for the
          Company.  FAS 123, which  prescribes the  recognition of  compensation
          expense  based on the fair value of options on the grant date,  allows
          companies to continue applying APB 25 if certain pro forma disclosures
          are made assuming hypothetical fair value method application.

          c) Issuance of Common Stock For Services

          During August 2000,  the Company issued 25,000 shares of its $.001 par
          value  common  stock  at $2.00  per  share  along  with  payments  for
          recruiting  expenses in connection  with expanding its sales force. As
          of September  30, 2000, a portion of such shares and cash payments are
          considered  prepaid  since a portion of the  services was not received
          until after September 30, 2000. Accordingly, as of September 30, 2000,
          $14,583  of cash has been  recorded  as prepaid  and  $33,334 of stock
          issued  has  been  recorded  as a  deferred  expense  and  accordingly
          presented as a reduction of stockholder's equity.

NOTE 7-- SUBSEQUENT EVENTS

          a) Agreement to acquire iSummit Partners, LLC

          In  connection  with the  non-binding  letter of intent  entered  into
          during  July  2000  with  iSummit  Partners,  LLC  (D/B/A  MyFamilyMD)
          ("MyFamilyMD"),  during  September  2000,  the Company  entered into a
          Contribution and Exchange Agreement (the "Exchange Agreement") whereby
          the Company agreed to issue an aggregate of up to 4,272,500  shares of
          its common  stock to the owners of  MyFamilyMD  in exchange for all of
          the ownership interest in MyFamilyMD.

          Of this total,  up to  1,709,000  shares may be  forfeited as follows:
          854,500 shares in the event  MyFamilyMD  does not meet certain product
          development  targets and up to 854,500 shares in the event  MyFamilyMD
          does not meet certain  revenue  targets  within one year after product
          launch.

          Immediately prior to the closing of the above transaction, the Company
          will perform a  reorganization  (as approved by the Board of Director)
          whereby the Company will become a wholly owned  subsidiary  of I-trax,
          Inc. ("Holding Company").

          In the reorganization,  the Company's outstanding common stock will be
          converted into Holding Company common stock. Immediately following the
          reorganization,   the  owners  of  MyFamilyMD  will  contribute  their
          interest to the Holding Company,  which in effect will make MyFamilyMD
          a wholly owned subsidiary of Holding Company.


                                       16
<PAGE>



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


NOTE 7-- SUBSEQUENT EVENTS (cont'd)

          a) Agreement to Acquire iSummit Partners, LLC (cont'd)

          As part of the Exchange  Agreement,  the Company committed to fund the
          development of MyFamilyMD's products (the "New Intellectual Property")
          and in the event that the  transaction is not consummated by March 31,
          2001 (as  stipulated  in the  Exchange  Agreement),  the Company  will
          retain ownership of the New Intellectual  Property. In addition in the
          event the transaction is not consummated by March 31, the Company will
          pay MyFamilyMD,  over a five-year  period,  7% of the consumer revenue
          generated  by the New  Intellectual  Property in  exchange  for any of
          MyFamilyMD's  intellectual  property that the Company does not already
          own.

          The  following  table sets forth at September  30, 2000 the  unaudited
          actual  balance sheet of I-Trax.com  and the proposed  reorganization,
          and the pro forma financial statements of I-Trax.com,  Holding Company
          and the consummation of the MyFamilyMD transaction.



















<PAGE>

<TABLE>
<CAPTION>

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

                                                             (UNAUDITED)



                                                                          PROFORMA
                                                                        CONSOLIDATED
                                                                           I-TRAX,
                                                                            INC.
                                                                         (UNAUDITED)     ISUMMIT                         PRO FORMA
                                I-TRAX.COM,     I-TRAX.COM     I-TRAX,     (NET OF    PARTNERS, LLC         PRO FORMA  CONSOLIDATED
                                   INC.        ACQUISITION       INC.     ELIMINATION      D/B/A     ADJ.  ADJUSTMENTS  I-TRAX, INC.
                               (UNAUDITED)     (UNAUDITED)   (UNAUDITED)   ENTRIES)    (MYFAMILYMD)  REF.  (UNAUDITED)  (UNAUDITED)
                              ------------------------------------------------------------------------------------------------------

<S>                            <C>               <C>          <C>       <C>              <C>              <C>           <C>
Cash                           $   311,181       $    -       $     -   $  311,181       $  28,456        $        -    $  339,637
Accounts receivable                339,094            -             -      339,094               -                 -       339,094
Prepaid expenses                   121,606            -             -      121,606               -                 -       121,606
Other receivables                   75,414           10            10       75,414          26,102                 -       101,516
                              ------------------------------------------------------------------------------------------------------
   Total current assets            847,295           10            10      847,295          54,558                 -       901,853
                              ------------------------------------------------------------------------------------------------------

Machinery & Equipment, net         327,152            -             -      327,152          13,218                         340,370
Web site development costs         210,750            -             -      210,750               -                         210,750
Intangible assets -
 goodwill, etc.                          -                                       -               -    a    6,836,000     3,904,549
                                                                                                      b      100,635
                                                                                                      c   (1,732,086)
                                                                                                      d   (1,300,000)
Security deposits                  128,163            -             -      128,163               -                 -       128,163
                              ------------------------------------------------------------------------------------------------------


   Total assets                $ 1,513,360       $   10       $    10   $1,513,360       $  67,776        $3,904,549    $5,485,685
                              ======================================================================================================


Total Liabilities              $   798,483       $    -       $     -   $  798,483       $ 168,411           $     -    $  966,894
                              ------------------------------------------------------------------------------------------------------

Common Stock                        18,711           10            10       18,711               -    a        3,418        22,129
Additional Paid - In -
 Capital                         4,870,996            -             -    4,870,996               -    a    6,832,582    11,703,578
Member's deficit                         -            -             -            -        (100,635)   b      100,635             -
Accumulated Deficit and
 Other                          (4,174,830)           -             -   (4,174,830)              -    c   (1,732,086)   (7,206,916)
                                                                                                      d   (1,300,000)
                              ------------------------------------------------------------------------------------------------------

Total Stockholders' Equity         714,877           10            10      714,877        (100,635)        3,904,549     4,518,791
                              ======================================================================================================

Total liabilities &
 stockholder's equity          $ 1,513,360       $   10       $    10   $1,513,360       $  67,776        $3,904,549    $5,485,685
                              ======================================================================================================


      a -  to effect for the issuance of 3,418,000 shares of  $.001 par value common stock valued at $2 per share.
      b -  to eliminate iSummit Partners, LLC partner's deficit upon consolidation.
      c -  to write off and estimated 25% of the purchase price to purchased R&D.
      d - to amortize goodwill and other intangible assets over an average life of three years
</TABLE>


                                                                 18
<PAGE>


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



NOTE 7-- SUBSEQUENT EVENTS (cont'd)

          b) Advances from Officers

          During October 2000, the Company's Chief  Executive  Officer and Chief
          Operating Officer advanced an aggregate of $500,000 to the Company for
          working  capital.  The Company and the above  officers  are  currently
          negotiating repayment terms.























                                       19
<PAGE>



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

Basis of Presentation

           The  following  discussion  of the  financial  condition  and related
results of operations of I-Trax.com,  Inc. (the "Company") should be reviewed in
conjunction  with the  financial  statements  of the Company  and related  notes
appearing on the  preceding  pages as well as the  Company's  audited  financial
statement  for  the  fiscal  year  ended  December  31,  1999,  attached  to our
Registration Statement on Form 10-SB, filed on April 10, 2000, and the Company's
unaudited financial  statements for the fiscal quarters ended March 31, 2000 and
June 30, 2000.

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

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

Introduction

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

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

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



                                       20
<PAGE>

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

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

Overview

           The Company has  historically  developed  enterprise or client server
applications  for collecting  disease specific data at the point of care. In the
first  fiscal  quarter  of 2000,  the  Company  began to  develop  its  Internet
applications.  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, the Company expects to continue to incur substantial
operating losses over the next nine to twelve months.

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

Results of Operations

Nine Months Ended September 30, 2000 Compared to Nine Months Ended September 30,
1999.

           Total  revenues for the  nine-month  period ended  September 30, 2000
decreased to $277,163 as compared to $ 601,376 for the  nine-month  period ended
September 30, 1999,  due primarily to the  Company's  continued  migration to an
Internet model as well as normal sales cycles.  Cost of revenue was $163,123 for
the nine-month  period ended  September 30, 2000 as compared to $209,705 for the
prior  comparable  period,   consisting   primarily  of  computer  hardware  and
networking and consulting expenses.

           The  aggregate  operating  expenses for the  nine-month  period ended
September  30, 2000  increased  to  $3,503,590  as compared to $ 721,936 for the
prior comparable  period.  The significant  increase in the aggregate  operating
expenses was due primarily to the Company's selling,  general and administrative
expenses,  which equaled  $3,372,752  during this period as compared to $702,028
for the prior comparable period.  Selling,  general and administrative  expenses
consisted  primarily of compensation for product  development,  legal,  finance,
sales,  management,  travel,  rent,  telephone  and  consulting  services.  This
increase resulted primarily from increased costs necessary to support the growth
of the Company's business  activities,  and the development of its core products
and new products.  The Company intends to continue to spend in these  categories
in future periods to support continued growth and expansion.

           For the nine months ended  September  30, 2000 and 1999,  the Company
generated  losses  amounting  to  $3,494,861  and $ 330,520,  respectively.  The
increase in losses are directly  attributed to its increasing  selling,  general
and administrative  expenses, which are expected to continue through mid 2001 at
which time the Company  expects to commence  generating  sufficient  revenues to
cover its expenses.



                                       21
<PAGE>

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

           Total revenues for the  three-month  period ended  September 30, 2000
decreased to $212,936 as compared to $364,557 for the  three-month  period ended
September  30, 1999.  Cost of revenue was $117,610  for the  three-month  period
ended September 30, 2000 as compared to $21,406 for the prior comparable period,
consisting   primarily  of  computer  hardware  and  networking  and  consulting
expenses.

           The aggregate  operating  expenses for the  three-month  period ended
September 30, 2000 increased to $1,633,143 as compared to $221,330 for the prior
comparable period. The significant  increase in the aggregate operating expenses
was due primarily to the Company's selling, general and administrative expenses,
which  equaled  $1,624,457  during  this period as compared to $ 213,005 for the
prior comparable period. Selling,  general and administrative expenses consisted
primarily  of  compensation  for product  development,  legal,  finance,  sales,
management,  travel,  rent,  telephone and  consulting  services.  This increase
resulted  primarily from increased  costs necessary to support the growth of the
Company's  business  activities and the development of its core products and new
products. The Company intends to continue to spend in these categories in future
periods to support continued growth and expansion.

           For the three months ended September 30, 2000, the Company  generated
a net loss amounting to $1,522,313, whereas for the three months ended September
30, 1999, the Company  generated income of $121,734.  The increase in net losses
from 1999 to 2000 is directly  attributed to the Company's  increasing  selling,
general and  administrative  expenses which are expected to continue through mid
2001,  at which time the  Company  expects  to  commence  generating  sufficient
revenues to cover its expenses.

Liquidity and Capital Resources

           The Company's  accumulated  deficit of approximately  $4,150,000 from
inception  through  September 30, 2000 has been funded primarily through capital
contributions  from the sale of its Common  Stock.  On February  20,  2000,  the
Company completed a private placement of 1,800,000 shares of its Common Stock at
$1.00 per share, yielding to the Company aggregate proceeds of $1,800,000, which
have funded the Company's planned expansion.

         In  addition,  in May  2000 the  Company  initiated  a  second  private
placement of 1,000,000 shares of its Common Stock at $2.00 per share, seeking to
raise an additional  $2,000,000.  The Board of Directors of the Company  amended
the private placement in July 2000 to cover 2,500,000 shares of Common Stock, at
the same price per share,  seeking to raise an  aggregate of  $5,000,000.  As of
September 30, 2000, the Company sold an aggregate of 857,750 shares  pursuant to
this private placement,  yielding to the Company an aggregate of $1,715,500.  As
of November 9, 2000 the Company sold an  aggregate  of 902,750  shares of Common
Stock, yielding to the Company an aggregate of $1,805,500. The raised funds have
been and will be used to fund operations and to accelerate the Company's product
development  efforts. The funds will also be used to fund development of certain
intellectual  property acquired from MyFamilyMD.  For further discussion of this
arrangement  with  MyFamilyMD,  see "MyFamilyMD  Agreements"  below. The Company
believes that these funds, together with anticipated  collection of its accounts
receivables, its anticipated revenues, selling of an additional 1,500,000 shares
of its Common Stock  pursuant to the July 2000 amendment to the May 2000 private
placement and certain bridge financing  (which is currently under  negotiations)
will be sufficient to meet the Company's present business expansion requirements
until the end of the second quarter of 2001, at which time the Company presently
expects to become self sufficient. Although the Company plans to seek additional
capital  during the first half of fiscal 2001,  there can be no  assurance  that
such financing will be available on acceptable terms, if at all.




                                       22
<PAGE>

         In order for the Company to meet its current monthly cash requirements,
during October 2000, the Company's Chief  Executive  Officer and Chief Operating
Officer  advanced an aggregate  of $500,000 to the Company for working  capital.
The Company and the above officers are currently negotiating repayment terms.

           At September  30,  2000,  the Company had  approximately  $310,000 in
cash. The Company's  principal source of liquidity is the cash obtained from the
private  placements  described  above.  The Company  currently  has no available
credit facilities.

         For  the  nine-months  ended  September  30,  2000,  the  Company  used
$2,806,316  of  cash  for  operating   activities  and  $484,411  for  investing
activities  (which  was  primarily  for the  purchase  of office  equipment  and
furniture and  fixtures).  The funds used for  operating and investing  were all
funded  through  the sale of Common  Stock  pursuant  to the  Company's  private
placements, which amounted to $3,475,380 for the nine months ended September 30,
2000.

           For the  nine-months  ended  September  30,  1999,  the Company  used
$208,585 for operating activities and $29,963 for investing  activities.  All of
the cash used was funded from borrowings  pursuant to a promissory note and sale
of common stock.

Market Risk

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

Inflation

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

Year 2000 Preparation

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

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




                                       23
<PAGE>


MyFamilyMD Agreements

         In August 2000 and September  2000, we entered into several  agreements
with iSummit Partners, LLC, which is doing business as MyFamilyMD, and its three
owners.  MyFamilyMD is an Internet and software company developing  personalized
Internet applications, commonly referred to as MedWizards, to enable individuals
and families to manage their healthcare.

         In August 2000,  we entered into an agreement  with  MyFamilyMD to make
arrangements about certain  intellectual  property of MyFamilyMD and to allocate
the  responsibility  for  developing  MyFamilyMD's  World  Wide Web site and the
MedWizards.  The parties  entered into this agreement in recognition of the need
to proceed  with the  development  of  MyFamilyMD's  World Wide Web site and the
MedWizards while we continued to negotiate an acquisition of MyFamilyMD from its
owners in exchange for shares of our Common Stock. In this agreement, MyFamilyMD
granted us a license  (which is exclusive  except with respect to MyFamilyMD) to
MyFamilyMd's existing intellectual property,  including the conceptual framework
of the MedWizards,  permitted us to develop MyFamilyMD's World Wide Web site and
the MedWizards,  and permitted us to own all of the  intellectual  property that
would result from this  development  effort.  In turn,  we agreed to pay for all
development  costs  and,  in the  event we did not sign a binding  agreement  to
acquire  MyFamilyMD  or in the event we signed such an agreement but the closing
under such  agreement  did not occur before  March 31,  2001,  we also agreed to
acquire from  MyFamilyMD all  intellectual  property that we did not already own
for a fee equal to a percentage of revenues  generated by the MedWizards  over a
fixed period of time after the MedWizards were launched.

         On September 22, 2000, we and our wholly owned subsidiary, I-trax, Inc.
(the "Holding  Company),  on the one hand, and MyFamilyMD and its owners, on the
other hand, entered into a Contribution and Exchange Agreement pursuant to which
the Holding Company agreed to acquire all of the outstanding ownership interests
in MyFamilyMD from its owners.  In addition,  prior to and as a condition of the
acquisition,  we agreed to  complete  a  restructuring  to create a new  holding
company structure.  In the restructuring,  all of our existing stockholders will
become  stockholders  of  the  Holding  Company,  which  will  own  all  of  the
outstanding capital stock of the I-Trax.com.

         Pursuant  to the  Contribution  and  Exchange  Agreement,  the  Holding
Company will issue an aggregate of up to 4,272,500 shares of its common stock to
the owners of  MyFamilyMD  in  exchange  for their  contribution  to the Holding
Company of all of the ownership interests in MyFamilyMD. Of this total number of
shares,  up to  1,709,000  or 40% may be  forfeited by the owners to the Holding
Company.  854,500 shares, or 20% of the aggregate shares, will be held in escrow
and  released  to the  MyFamilyMD  owners  when  the  Holding  Company  launches
MyFamilyMD's  technology  --  the  MedWizards.  In  addition,   854,500,  or  an
additional 20% of the aggregate  shares,  will be held in escrow and released to
MyFamilyMD  owners  when and if the  Holding  Company's  revenues  generated  by
products  incorporating the MedWizards,  during the period beginning on the date
we launch the MedWizards  and ending on the date which is the first  anniversary
of  such  launch  date,  reach  $11,000,000.  If such  revenues  are  less  than
$11,000,000,  the number of shares  released  to the  members of  MyFamilyMD  on
account of reaching  the  revenue  target will be reduced by one share for every
$5.50  shortfall in the revenues.  An aggregate of 427,250  shares or 10% of the
aggregate  shares  will  be  held in  escrow  and  released  to the  members  of
MyFamilyMD  following the Holding  Company's  fiscal 2001 audit if  MyFamilyMD's
representations, warranties and covenants have not been breached.

         The aggregate  number of shares of our common stock to be issued to the
owners of MyFamilyMD  pursuant to our  agreement  with them and  MyFamilyMD  are
equal to approximately  22.8% of the currently issued and outstanding  shares of
our  capital  stock and which will result in such  owners  owning  approximately
18.57% of our outstanding common stock.




                                       24
<PAGE>

         We are not required to seek stockholder approval for issuance of shares
of our capital stock in this transaction under applicable law.

         We have agreed to grant  MyFamilyMD  owners  "piggy back"  registration
rights  (subject to  underwriter  cut back) in the event we register  any common
stock for our own account under the Securities Act of 1933.

         On October 27, 2000, the Holding  Company filed with the Securities and
Exchange  Commission  a  registration  statement on Form S-4 with respect to the
reorganization required in connection with the MyFamilyMD transaction.



PART II  Other Information

Item 1. Legal Proceedings

         The Company is not a party to any material legal proceedings.

Item 2. Change in Securities

         In May 2000 the Company  initiated  a private  placement  of  1,000,000
shares of its Common Stock to accredited investors,  seeking to raise $2,000,000
at $2.00 per share.  The Board of Directors  of the Company  amended the private
placement  in July 2000 to cover  2,500,000  shares of Common  Stock  seeking to
raise  an  aggregate  of  $5,000,000.  As of June 30,  2000,  no  shares  of the
Company's  Common  Stock were sold  pursuant to this  private  placement.  As of
September 30, 2000,  the Company sold an aggregate of 857,750  shares at several
closing, yielding to the Company an aggregate of $1,715,500. The funds raised in
this private placement,  with the exception of a portion of the proceeds used to
cover related  expense,  have been used to fund operations and to accelerate the
Company's product development efforts. In issuing such private placement shares,
we relied on an exemption from registration under Section 4(2) of the Securities
Act and  Regulation D  thereunder.  We filed with the SEC a Form D in connection
with the issuance of our shares in this private placement.

Item 3. Defaults Upon Senior Securities

         None.

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

         None.

Item 5. Other Information

         None.

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

          10.1 Interim Agreement dated as of August 30, 2000 between I-Trax.com,
               Inc.  and iSummit  Partners,  LLC  (Incorporated  by reference to
               Exhibit  10.6 to I-trax,  Inc.'s  Registration  Statement on Form
               S-4, Registration No. 333-48862.)






                                       25
<PAGE>

          10.2 Contribution  and Exchange  Agreement  dated as of September  22,
               2000  by  and  among  I-trax,  Inc.,  I-Trax.com,  Inc.,  iSummit
               Partners LLC, and Stuart Ditchek,  A. David Fishman,  and Granton
               Marketing  Nederland  BV.  (Incorporated  by reference to Exhibit
               10.7 to  I-trax,  Inc.'s  Registration  Statement  on  Form  S-4,
               Registration No. 333-48862.)


          10.3 Side  Letter   Agreement   dated   September   22,  2000  to  the
               Contribution  and Exchange  Agreement  dated as of September  22,
               2000  by  and  among  I-trax,  Inc.,  I-Trax.com,  Inc.,  iSummit
               Partners,  LLC, and Stuart Ditchek, A. David Fishman, and Granton
               Marketing  Nederland  BV.  (Incorporated  by reference to Exhibit
               10.8 to  I-trax,  Inc.'s  Registration  Statement  on  Form  S-4,
               Registration No. 333-48862.)

          10.4 Employment   Agreement   entered  into  on  September  28,  2000,
               effective  as of January 1, 2000  between  I-Trax.com,  Inc.  and
               David C. McCormack.  (Incorporated  by reference to Exhibit 10.15
               to   I-trax,   Inc.'s   Registration   Statement   on  Form  S-4,
               Registration No. 333-48862.)

          27.1 Financial data schedule.















                                       26
<PAGE>



                                   SIGNATURES

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


                                        I-TRAX.COM, INC.

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