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

                                   FORM 10-QSB

(Mark One)

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

               For the quarterly period ended: September 30, 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 [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 6, 2001, the Registrant
had 30,661,755 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........................18

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 INFORMATION

Item 1.   Financial Statements




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



                                                                     Page Number

Balance sheets at September 30, 2001 and
     December 31, 2000                                                   4

Statements of operations for the three months ended
     September 30, 2001 and 2000                                         5

Statements of operations for the nine months ended
     September 30, 2001 and 2000                                         6

Statement of stockholders' equity (deficiency) for the
     nine months ended September 30, 2001                                7

Statements of cash flows for the nine months ended
     September 30, 2001 and 2000                                        8-9

Notes to financial statements                                           10


                                       3
<PAGE>

<TABLE>
<CAPTION>
                                               I-TRAX, INC. AND SUBSIDIARIES
                                                       BALANCE SHEETS
                                                        (UNAUDITED)

                                     ASSETS
                                                                                      September 30,          December 31,
                                                                                          2001                  2000
                                                                                     ---------------       ---------------
<S>                                                                                       <C>                  <C>
Current Assets:
     Cash                                                                                   $     --             $ 132,806
     Accounts receivables, net                                                                81,074               217,145
     Prepaid expenses                                                                         22,020                36,706
     Other receivables, net of allowance for doubtful accounts
       of $73,534 as of September 30 and December 31, respectively                               530                 4,581
     Note receivable                                                                         107,225                    --
                                                                                     ---------------       ---------------
       Total current assets                                                                  210,849               391,238
                                                                                     ---------------       ---------------

Office equipment and furniture, net                                                          308,466               409,172
Note receivable                                                                                   --               350,000
Deposit on acquisition of intellectual property                                              100,000                    --
Deferred consulting costs                                                                     68,400                    --
Goodwill and intangibles, net                                                              3,129,007                    --
Security deposits                                                                             74,994               128,382
                                                                                     ---------------       ---------------

       Total Assets                                                                       $3,891,716            $1,278,792
                                                                                     ===============       ===============

                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

Current liabilities
     Accounts payable, including cash overdraft of $27,214 as of September 30              $ 733,464             $ 427,150
     Accrued expenses                                                                      1,084,196               444,342
     Convertible notes payable, net of discounts                                                  --             1,284,540
     Due to officers                                                                         881,039                    --
     Capital lease payable                                                                    28,943                39,240
     Deferred revenue                                                                        112,860               375,234
                                                                                     ---------------       ---------------
       Total current liabilities                                                           2,840,502             2,570,506
                                                                                     ---------------       ---------------

Capital lease obligation, net of current portion                                              61,506                81,613
Promissory notes payable, net of discount                                                    283,512                    --
                                                                                     ---------------       ---------------

       Total liabilities                                                                   3,185,520             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, 100,000,000 shares authorized,
       29,807,255 and 19,483,084 issued and outstanding, respectively                         29,807                19,483
     Additional paid in capital                                                           15,718,554             6,668,809
     Accumulated deficit                                                                 (15,042,165)           (7,062,119)
     Notes receivable - officers                                                                  --              (999,500)
                                                                                     ---------------       ---------------
       Total stockholders' equity (deficiency)                                               706,196            (1,373,327)
                                                                                     ---------------       ---------------

       Total Liabilities and Stockholders' Equity (Deficiency)                           $ 3,891,716            $1,278,792
                                                                                     ===============       ===============

                                See accompanying notes to financial statements (unaudited).

                                                             4
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                I-TRAX, INC. AND SUBSIDIARIES
                                   STATEMENTS OF OPERATIONS
                    FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                         (UNAUDITED)



                                                          Three months          Three months
                                                              ended                ended
                                                          September 30,        September 30,
                                                              2001                  2000

                                                         --------------       ---------------
<S>                                                           <C>                  <C>
Revenue                                                       $ 127,726            $  212,936
                                                         --------------       ---------------

Operating expenses:
     Cost of revenue                                             46,107               117,610
     General and administrative                               1,356,426             1,325,457
     Research and development                                   115,831               269,000
     Amortization of goodwill                                   179,517                    --
     Marketing and advertising                                   35,229                38,686
                                                         --------------       ---------------
Total operating expenses                                      1,733,110             1,750,753
                                                         --------------       ---------------

Operating loss                                               (1,605,384)           (1,537,817)
                                                         --------------       ---------------

Other income (expenses):
     Miscellaneous income                                         2,168                11,718
     Interest income                                             13,766                 4,730
     Interest expense                                           (64,037)                 (944)
                                                         --------------       ---------------
Total other income (expenses)                                   (48,103)               15,504
                                                         --------------       ---------------


(Loss) before provision for income taxes                     (1,653,487)           (1,522,313)
                                                         --------------       ---------------

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

Net (loss)                                                  $(1,653,487)          $(1,522,313)
                                                         ==============       ===============

Loss per common share:

Basic and diluted                                                  (.05)                 (.08)
                                                         ==============       ===============

Weighted average number of shares outstanding:               29,749,306            18,325,647
                                                         ==============       ===============


                 See accompanying notes to financial statements (unaudited).

                                              5
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                    I-TRAX, INC. AND SUBSIDIARIES
                                       STATEMENTS OF OPERATIONS
                        FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                             (UNAUDITED)



                                                                 Nine months           Nine months
                                                                    ended                 ended
                                                                September 30,         September 30,
                                                                    2001                   2000

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

<S>                                                                <C>                    <C>
Revenue                                                            $  588,136             $  277,163
                                                               --------------        ---------------

Operating expenses:
     Cost of revenue                                                   82,231                163,123
     General and administrative                                     4,452,175              3,048,485
     Acquired in progress research and development                  1,642,860                     --
     Research and development                                         466,154                334,267
     Amortization of goodwill                                         461,334                     --
     Marketing and advertising                                        140,595                120,838
                                                               --------------        ---------------
Total operating expenses                                            7,245,349              3,666,713
                                                               --------------        ---------------

Operating loss                                                     (6,657,213)            (3,389,550)
                                                               --------------        ---------------

Other income (expenses):
     Provision for contingent liabilities                                  --               (176,500)
     Debt conversion costs                                           (869,168)                    --
     Miscellaneous income                                               8,804                 69,078
     Interest income                                                   31,249                  4,730
     Interest expense                                                (493,718)                (2,619)
                                                               --------------        ---------------
Total other income (expenses)                                      (1,322,833)              (105,311)
                                                               --------------        ---------------

(Loss) before provision for income taxes                           (7,980,046)            (3,494,861)
                                                               --------------        ---------------

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

Net (loss)                                                       $ (7,980,046)          $ (3,494,861)
                                                               ==============        ===============

Loss per common share:

Basic and diluted                                                        (.31)                  (.20)
                                                               ==============        ===============

Weighted average number of shares outstanding:                     25,049,685             17,767,904
                                                               ==============        ===============


                     See accompanying notes to financial statements (unaudited).

                                                  6
</TABLE>
<PAGE>


                          I-TRAX, INC. AND SUBSIDIARIES
                 STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                                         Total
                                            Common Stock            Additional                          Notes        Stockholders'
                                     ---------------------------      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                            --            --          459,854                --            --          459,854

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                                   --            --           29,741                --            --           29,741

Cancellation of Note and
   Pledge Agreements                     (500,000)         (500)        (999,500)               --       999,500             (500)

Issuance of Common Stock in
   connection with conversion
   of convertible promissory notes      4,560,314         4,560        2,547,224                --            --        2,551,784

Issuance of Common Stock in
   connection with conversion
   of advances from officer               568,324           569          415,543                --            --          416,112

Sale of Common Stock                    2,200,000         2,200        1,097,800                --            --        1,100,000

Issuance of Common Stock
   and warrants for services and
   settlement of accounts payable         127,533           127          202,771                --            --          202,898

Net loss for the nine months ended
   September 30, 2001                          --            --               --        (7,980,046)           --       (7,980,046)
                                     ------------   -----------    -------------     -------------   -----------    -------------

Balances at September 30, 2001         29,807,255       $29,807      $15,718,554      $(15,042,165)      $    --        $ 706,196
                                     ============   ===========    =============     =============   ===========    =============



                                    See accompanying notes to financial statements (unaudited).

                                                                 7
</TABLE>
<PAGE>

                          I-TRAX, INC. AND SUBSIDIARIES
                            STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                Nine months          Nine months
                                                                                   ended                ended
                                                                               September 30,        September 30,
                                                                                    2001                 2000

                                                                               -------------        -------------
<S>                                                                              <C>                  <C>
Operating activities:
     Net loss                                                                    $(7,980,046)         $(3,494,861)
     Adjustments to reconcile net loss to net
       cash used for operating activities:
         Accretion of discount on notes payable charged to interest expense          371,563                   --
         Depreciation and amortization                                               576,207               22,809
         Issuance of various securities on conversions and services                1,003,166              270,000
         Write-off of in progress research and development acquired
            in MyFamilyMD acquisition                                              1,642,860                   --
     Decrease (increase) in:
       Accounts receivable                                                           136,071               72,944
       Prepaid expenses                                                               14,686              (85,448)
       Other current receivables                                                       4,051              (75,414)
       Security deposits                                                                  --              (88,001)
     (Decrease) increase in:
       Accounts payable                                                              306,314              379,621
       Accrued expenses                                                              639,854             (123,246)
       Deferred revenue                                                             (262,374)             315,280
                                                                               -------------        -------------
Net cash used for operating activities                                            (3,547,648)          (2,806,316)
                                                                               -------------        -------------

Investing activities:
     Proceeds from partial repayment of note receivable                              275,000                   --
     Deposit on acquisition of intellectual property                                (100,000)                  --
     Proceeds from partial release of security deposit                                53,388                   --
     Increase in software development costs                                               --             (204,750)
     Purchase of office equipment and furniture                                       (1,990)            (279,661)
                                                                               -------------        -------------
Net cash used for investing activities                                               226,398             (484,411)
                                                                               -------------        -------------

Financing activities:
     Repayment of notes payable                                                           --              (37,500)
     Repayments to related parties                                                        --              (30,365)
     Principal payments on capital leases                                            (30,404)              (1,335)
     Proceeds from issuance of promissory notes payable                              692,809                   --
     Proceeds from officers                                                        1,636,039                   --
     Repayments to officers                                                         (480,000)                  --
     Proceeds from sale of Common Stock                                            1,100,000            3,475,380
     Proceeds from issuance of convertible promissory notes                          270,000                   --
                                                                               -------------        -------------

Net cash provided by financing activities                                          3,188,444            3,406,180
                                                                               -------------        -------------

Net (decrease) increase in cash                                                     (132,806)             115,453

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

Cash and cash equivalents at end of period                                                --              311,181
                                                                               =============        =============
Supplemental disclosure of non-cash flow information:
     Cash paid during the period for:
       Interest                                                                    $   7,783            $   2,619
                                                                               =============        =============
       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             $     --
                                                                               =============        =============

                                                   --continued--

                                                        8

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                 I-TRAX, INC. AND SUBSIDIARIES
                                   STATEMENTS OF CASH FLOWS
                     FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                          (UNAUDITED)
                                (CONTINUED FROM PREVIOUS PAGE)




                                                          Nine months          Nine months
                                                             ended                ended
                                                         September 30,        September 30,
                                                              2001                 2000

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

<S>                                                          <C>                  <C>
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 conversion of convertible promissory notes       $2,551,784           $  (35,000)
                                                          =============        =============

     Issuance of Common Stock in connection
       with conversion of advances from officer               $ 275,000             $     --
                                                          =============        =============

     Issuance of Common Stock in connection
       with conversion of accounts payable                     $ 76,798             $     --
                                                          =============        =============


                  See accompanying notes to financial statements (unaudited).

                                              9
</TABLE>
<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  September  30,  2001,  the
Company's  accumulated  deficit  amounted to $15,042,165 of which  approximately
$2,100,000 is from purchased R&D and goodwill  amortization  from the MyFamilyMD
acquisition.  Additionally,  as of September 30, 2001, the Company had a working
capital  deficiency of  $2,629,653.  As a result,  the  auditor's  report on the
December 31, 2000  financial  statements  included a paragraph  indicating  that
there was substantial doubt about our ability to continue as a going concern.

Beginning in the fourth  quarter of 2000, in an effort to conserve its available
cash,  the  Company  established  a salary  deferment  program  whereby  certain
executive  officers and certain other senior level employees agreed to defer all
or a portion of their salaries until the Company reaches  positive cash flows or
secures  significant  financing  either  from  equity or debt  instruments.  The
program remains in effect as of the date of this report.  As  consideration  for
such  deferrals,  the Company agreed to pay interest at the rate of 8% per annum
on the deferred  salary.  The Company  intends to repay such accrued salary when
its cash flow,  either from  operations  or  financing  activities,  permits the
Company to do so. Certain  participating  officers and employees have elected to
surrender  all or a portion of the accrued  salary in exchange for the Company's
Common  Stock at such time as the Company  deems it  advisable to effect such an
exchange.  Finally,  the  Company  agreed to grant all  officers  and  employees
participating in the deferment program warrants to purchase the Company's Common
Stock at a price to be  determined  by  agreement  among  the  Company  and such
officers and employees as consideration for participating in this program.

The Company has been able to secure financing to support its operations to date.
Such support has been received from  unrelated  parties and 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 continue to implement its marketing
strategy.

                                       10

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


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

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.

The accompanying unaudited financial statements have been prepared in accordance
with generally  accepted  accounting  principles in the United States of America
for interim financial information, the instructions to Form 10-QSB and Items 303
and 310(B) of  Regulation  S-B.  In the  opinion of  management,  the  unaudited
financial  statements  have  been  prepared  on the  same  basis  as the  annual
financial  statements  and reflect all  adjustments,  which  include only normal
recurring adjustments,  necessary to present fairly the financial position as of
September  30,  2001 and the  results of the  operations  and cash flows for the
three and nine month periods ended  September 30, 2001 and 2000. The results for
the three and nine month  periods ended  September 30, 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
in the United States of America 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 to Common Stock.  For the three and nine months ended September 30, 2001, the
Company's basic and diluted earnings per share were the same.

These  unaudited  financial  statements  should be read in conjunction  with the
Company's  audited  financial  statements  and notes  thereto for the year ended
December 31, 2000 as included in the Health  Management'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.  As of September  30,  2001,  Diabetex and certain of its
related parties have paid the Company a total of $275,000,  which has been first
applied  to  accrued  interest  and  reimbursable  expenses  and the  balance to
principal.  As of  September  30,  2001,  the  principal  outstanding  under the
promissory note equaled $107,225, of which $36,372 was paid on October 23, 2001.
The  parties  anticipate  that the  outstanding  balance  along with all accrued
interest will be repaid in the fourth quarter.

                                       11
<PAGE>
                          I-TRAX, INC. AND SUBSIDIARIES
                        NOTES TO THE FINANCIAL STATEMENTS
                                   (UNAUDITED)


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 workflows 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.


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   ("MyFamilyMD"),   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  MyFamilyMD  in exchange for the  assignment  by the owners to the
Company  of  all  of  the  issued  and  outstanding  limited  liability  company
membership  interests  of  MyFamilyMD.  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.  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  (representing  undeveloped  software) 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 and intangibles  over a five-year  period
on  a  straight-line  basis.  Accordingly,   from  February  7,  2001  (date  of
acquisition)  through  September  30, 2001,  the Company  recorded  amortization
expense of $461,334.

The following summarized table sets forth the pro-forma statements of operations
as if the  acquisition  was consummated at the beginning of the year for each of
the respective periods.

<TABLE>
<CAPTION>
                              Three months ended                     Nine months ended
                                September 30,                          September 30,
                             2001            2000                  2001             2000
                         -------------   -------------         -------------    --------------

<S>                         <C>             <C>                   <C>              <C>
Total revenue               $  127,726      $  212,936            $  588,136       $   277,163
                         =============   =============         =============    ==============

Total expenses              $1,781,213     $ 1,914,766           $ 8,642,260       $ 4,562,321
                         =============   =============         =============    ==============

Net Loss                  $ (1,653,487)    $(1,701,830)          $(8,054,124)      $(4,285,158)
                         =============   =============         =============    ==============
</TABLE>


                                       12
<PAGE>
                          I-TRAX, INC. AND SUBSIDIARIES
                        NOTES TO THE FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 6--CONVERTIBLE PROMISSORY NOTES PAYABLE

From  November 2000 through May 2001,  the Company  issued  several  Convertible
Promissory  Notes  ("Promissory   Notes")  with  an  aggregate  face  amount  of
$2,200,000. 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 were  convertible  into Common  Stock at $2.00 per share.  The
Promissory  Notes  were to mature  one year from the date of  issuance  and bore
interest at 8% per annum or 12% per annum in an event of  default.  Furthermore,
the Company issued to the holders of the Promissory Notes detachable warrants to
purchase an  additional  2,200,000  shares of the  Company's  Common Stock at an
exercise price of $2.00.  The conversion  price of the Promissory  Notes and the
exercise price of the detachable  purchase warrants were adjustable  downward in
the event the Company  raised more than  $3,000,000  from the sale of its Common
Stock or securities convertible into Common Stock at a effective per share price
of less than $2.00.

The proceeds allocated to the detachable purchase warrants amounted to $845,650,
which was  arrived at using the  Black-Scholes  pricing  model.  Such amount was
recorded as a discount to the Promissory  Notes.  The discount has been accreted
as interest expense over the life of the underlying  Promissory Notes. As of May
15, 2001, the date the holders of the Promissory  Notes and the Company  entered
in to the Exchange  Agreement  discussed below, the Company accreted $384,179 of
the discount to interest expense.

At the request of the Company and  pursuant to an Exchange  Agreement  dated May
14,  2001  between the Company  and the  holders of the  Promissory  Notes,  the
holders agreed to exchange  $2,200,000,  the principal  amount of the Promissory
Notes,  and $80,157,  the interest  accrued  thereon  through May 15, 2001, into
Common  Stock  at the  exchange  price  of  $.50  per  share.  In  addition,  as
consideration  for the  exchange,  the Company  reset the exercise  price of the
warrants to $.50 per share.  Accordingly,  on June 25, 2001 the Company issued a
total of 4,560,314  shares of the Company's  Common Stock in the  exchange.  For
accounting  purposes,  the Company recorded the conversion at $2,133,784 (net of
discount)  into paid par  value  and paid in  capital.  In  connection  with the
Company reducing the conversion price from $2 to $.50, during the second quarter
the  Company  recorded  debt  conversion  costs  amounting  to  $691,619,  which
represents the  difference  between the adjusted  conversion  price and the fair
market value of the Company's securities on the date of conversion.


NOTE 7--PROMISSORY NOTES PAYABLE

In December  2000,  the Company  entered into  non-binding  letters of intent to
acquire  two  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  CardioContinuum.
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 the Company's 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 September 30, 2001, the C2 Investor
Group (which  includes a venture fund managed by the Company's  Chief  Executive
Officer)  funded an  aggregate  of $692,809 of the  $1,000,000  and has received
warrants to purchase 1,823,473 shares of the Company's Common Stock.

                                       13
<PAGE>
                          I-TRAX, INC. AND SUBSIDIARIES
                        NOTES TO THE FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 7--PROMISSORY NOTES PAYABLE (Cont'd)

The Company  valued the detachable  warrants  issued to the C2 Investor Group at
$459,854 using the Black-Scholes  pricing model, thereby 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 and netted  against the
related debt.  Furthermore,  the discount is being accreted to interest expenses
over the five years term of the underlying  promissory notes.  Through September
30, 2001, $50,557 of such discount was accreted to interest expense.


NOTE 8--ADVANCES FROM OFFICERS

During the nine months ended  September 30, 2001, the Company's  Chief Executive
Officer and Chief  Operating  Officer have  periodically  advanced  funds to the
Company for working capital.  As of September 30, 2001, the Company was advanced
a net of $881,000 after certain repayments and the conversion of a $275,000 loan
to the Company by the Company's Chief Executive Officer into Common Stock.


NOTE 9--COMMITMENTS AND CONTINGENCIES

Nature of Business

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

Significant customers and vendors

Financial  instruments which potentially expose the Company to concentrations of
credit risk consist primarily of accounts receivable. For the three months ended
September 30, 2001, the Company had one unrelated customer,  which accounted for
80% of total  revenues.  As of September 30, 2001, the Company had one unrelated
customer, which accounted for 76% of accounts receivables.

Threatened Litigation

In its Quarterly  Report on Form 10-QSB for the calendar  quarter ended June 30,
2001, the Company disclosed that a former Chief Executive  Officer,  stockholder
and creditor of Health Management (the  "Plaintiff")  sought to reactivate a New
Jersey  civil  action  originally  commenced  against,   among  others,   Health
Management  and its present Chief  Executive  Officer.  See Nazir Memon v. Frank
Martin, et al, CAM-L-04026-98.  In the civil action, Plaintiff alleges 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. By  Opinion-Letter/Order  dated August 22, 2001, the
New Jersey Superior Court,  Civil Division,  ruled that Plaintiff is barred from
reactivating the civil action by a prior stipulation. The Plaintiff is appealing
the Civil Division  Opinion-Letter/Order.  As of September 30, 2001, the Company
made no accrual  since it was not deemed  probable  nor could an estimate of the
outcome be determined based on the current facts.

                                       14
<PAGE>
                          I-TRAX, INC. AND SUBSIDIARIES
                        NOTES TO THE FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 10--STOCKHOLDERS' EQUITY (DEFICIENCY)

Amendment of the Company's Certificate of Incorporation

At the Company's 2001 Annual Meeting of  Stockholders  held on May 21, 2001, the
holders of the majority of the Company's then outstanding shares of Common Stock
approved an amendment to the Company's  Certificate of Incorporation  increasing
the number of authorized  shares of Common Stock from  50,000,000 to 100,000,000
shares.  The Board of Directors of the Company  approved this amendment on March
20, 2001.

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 and the Company's  stockholders  adopted the 2001 Plan on
May 21, 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 will  increase  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  September  30,  2001,  the Company has granted an  aggregate of 2,334,132
options with an exercise price of $.55 pursuant to the 2001 Plan.

2000 Equity Compensation Plan

As of  September  30,  2001,  the Company has granted an  aggregate of 2,614,223
options pursuant to the 2000 Equity  Compensation Plan, of which 905,000 options
have an exercise price of $1.00 per share and 1,709,223 options have an exercise
price of $2.00 per share.

Non-Plan Stock Option Grants

As of  September  30,  2001,  the Company has granted an  aggregate of 1,045,000
options outside of any stock option plan with exercise prices ranging from $0.55
to $2.00 per share.

                                       15
<PAGE>
                          I-TRAX, INC. AND SUBSIDIARIES
                        NOTES TO THE FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 10--STOCKHOLDERS' EQUITY (DEFICIENCY) (Cont'd)

Issuance of Common Stock and Warrants

Effective as of June 25, 2001 and pursuant to an Exchange  Agreement dated as of
May 14, 2001 between the Company and the holders of the  Promissory  Notes,  the
holders agreed to exchange  $2,200,000,  the principal  amount of the Promissory
Notes, and $80,157,  the interest accrued thereon  effective as of May 15, 2001,
into Common  Stock at the  exchange  price of $.50 per share.  During the second
quarter,  the Company issued a total of 4,560,314 shares of the Company's Common
Stock in the exchange.  In addition,  as  consideration  for the  exchange,  the
Company reset the exercise price of 2,200,000 warrants previously issued to such
holders to $.50 per share from  $2.00.  For  accounting  purposes,  the  Company
recorded the conversion at $2,133,784  (net of discount) into paid par value and
paid in capital.  In connection with the Company  reducing the conversion  price
from $2 to $.50, it recorded debt conversion costs amounting to $691,619,  which
represents the  difference  between the adjusted  conversion  price and the fair
market value of the Company's securities on the date of conversion.

In several  installments in February,  March and April 2001, the Company's Chief
Executive  Officer lent the Company an aggregate of $515,000 for working capital
purposes.  Of such  aggregate  amount,  the Company  repaid the Chief  Executive
Officer  $240,000 on June 1, 2001 and,  effective as of June 15, 2001, the Chief
Executive Officer exchanged the balance,  $275,000,  and interest thereon in the
amount of $9,163, into Common Stock at the exchange price of $.50 per share. The
Company  issued an  aggregate  of  568,324  shares of its  Common  Stock in this
exchange. In addition, as consideration for the loans, the Company issued to the
Chief Executive  Officer  detachable stock purchase  warrants to acquire 515,000
shares of Common  Stock at an exercise  price of $.50 per share.  In  connection
with the Company reducing the conversion price from $2 to $.50, it recorded debt
conversion costs amounting to $131,949,  which represents the difference between
the adjusted conversion price and the fair market value of its securities on the
date of conversion.

In several  installments  in March and April 2001, the Company's Chief Operating
Officer lent the Company an aggregate of $240,000 for working capital  purposes.
The Company repaid the Chief Operating  Officer the $240,000 on June 1, 2001. As
consideration  for the loan,  on June 15, 2001 the  Company  issued to the Chief
Operating  Officer  detachable stock purchase warrants to acquire 240,000 shares
of Common Stock at an exercise price of $.50 per share.  In connection with this
transaction, the Company recognized $45,600 of costs representing the fair value
of the warrants.

Effective  as of June 25,  2001,  the Company  completed a private  placement of
2,200,000 shares of its Common Stock at $.50, yielding to the Company a total of
$1,100,000.  As consideration for completing the private placement,  the Company
issued to the  participating  investors  detachable  stock purchase  warrants to
acquire a total of 550,000  shares of Common Stock at an exercise price of $1.00
per share.

In May 2001 the Company issued 9,000 shares of its Common Stock to an investment
banker, representing a portion of such banker's fees.

During the quarter ended  September  30, 2001 and pursuant to an agreement,  the
Company  issued  118,533  shares to an  investment  banker and a  consultant  in
satisfaction  of accrued  consulting fees of $98,744.  In addition,  the Company
granted the investment  banker 180,000 five year warrants with an exercise price
of $0.75 for  future  services.  The  Company  valued  such  warrants  using the
Black-Sholes pricing model. The value of the warrant,  amounting to $72,000, has
been recorded as deferred  consulting costs since it relates to future services.
As of September  30, 2001,  the Company has  amortized  $3,600 of such  deferred
consulting costs.

                                       16
<PAGE>
                          I-TRAX, INC. AND SUBSIDIARIES
                        NOTES TO THE FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 11--NEW ACCOUNTING PRONOUNCEMENTS

Effective January 1, 2001, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 133,  "Accounting for Derivative  Instruments and Hedging
Activities," as amended by SFAS No. 137, "Accounting for Derivatives Instruments
and Hedging  Activities-Deferral  of the  Effective  Date of FASB  Statement No.
133," and SFAS No. 138,  "Accounting  for Certain  Derivatives  Instruments  and
Certain Hedging  Activities."  The standards  require an entity to recognize all
derivatives  as  either  assets  or  liabilities  measured  at fair  value.  The
accounting  for the changes in fair value of a derivative  depends on the use of
the  derivative.  The  Company  does not have any  derivatives  subject to these
pronouncements at this time.

In July 2001,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting Standards ("SFAS") No. 141, "Business  Combinations",  and
SFAS No. 142,  "Goodwill  and Other  Intangible  Assets." SFAS No. 141 addresses
financial accounting and reporting for business  combinations and supercedes APB
Opinion No. 16,  "Business  Combinations."  Changes made by SFAS No. 141 include
(1)  requiring  the  purchase  method  of  accounting  be used for all  business
combinations  initiated after  September 30, 2001, and (2) established  specific
criteria for the  recognition  of intangible  assets  separately  from goodwill.
These  provisions are effective for business  combinations for which the date of
acquisition  is  subsequent  to September  30, 2001.  SFAS No. 142 addresses the
accounting for goodwill and intangible assets  subsequent to their  acquisition.
The  provisions  for SFAS No. 142 will be effective  for fiscal years  beginning
after  December  15,  2001.  We  are  currently  evaluating  the  impact,  these
statements will have on our financial position or results of operations.

In October 2001, the FASB issued SFAF No. 144 " Accounting for the Impairment or
Disposal of Long-Lived  Assets" which  addresses  the financial  accounting  and
reporting for the  impairment or disposal of  long-lived  assets and  supercedes
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and Long-Lived
assets to be Disposed  Of".  SFAS 144 is effective  for fiscal  years  beginning
after December 15, 2001 and the interim periods within. The adoption of SFAS 144
is not expected to have a material  impact on the  financial  statements  of the
Company.
 .
NOTE 12--SUBSEQUENT EVENTS

During October 2001, the Company's Chief Executive  Officer advanced the Company
$175,000  for working  capital.  Additionally,  during  October  2001,  a senior
employee made a bridge loan to the Company in the amount of $100,000 for working
capital, which is to be repaid during the fourth quarter.

In October 2001,  the Company  commenced a private  offering of its Common Stock
covering  2,000,000  shares or $1,000,000  at $.50 per share.  As of November 7,
2001, the Company has raised a total $125,000 in this offering.

                                       17
<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.

         Unaudited  results of  operations  for the three and nine month periods
ended September 30, 2001 are compared to the unaudited results of operations for
the comparable  periods ended September 30, 2000. 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,
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 or reserved for issuance in the merger.

         The Company acquired MyFamilyMD  effective as of 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

                                       18

<PAGE>

outstanding ownership interest in MyFamilyMD. At 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  issued  shares,  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  and  intangible  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
September 30, 2001, the Company recorded amortization expense of $461,334.

         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 and nine month  periods  ended  September  30, 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.

Business Overview

         The Company has  historically  developed  enterprise  or client  server
applications  for  collecting  disease  specific  data at the  point of care for
several  large  hospitals  and  medical  centers.  In  response to demand in the
marketplace, the Company restructured its business model in the first and second
quarters of 2001. The Company now offers  technology-enabled  population  health
management  services.  Our  mission is to provide  disease  management  services
supported by our interactive, real-time software system solutions. Our solutions
are  available  as  client-managed  integrated  applications  or  as  outsourced
services through the Company.

         We believe  that our  disease  management  services  enable  providers,
health plans and employers to lower medical costs,  reduce  practice  variances,
improve operating efficiencies and improve the quality of care provided to their
members.  The  Company's  integrated  system  solutions  provide  real-time  and
appropriate health information and knowledge to the consumer, physician and care
manager/caregiver, and management information to executives.

         Our advanced  software  solutions  are designed to bridge the worlds of
disease  management,  population  health  management  and  technology.  They are
designed to assist physicians,  patients and the entire healthcare  community in
assessing,   preventing  and  managing  all  stages  of  disease  and  wellness.
Currently,  our solutions include two web portals:  MyFamilyMD(TM) for consumers
and   CarePrime(TM)   for   physicians;    and   four   clinical   applications:
AsthmaWatch(R),  Health-e-Coordinator(TM)  care  coordination  tool,  C-trax(TM)
cardiovascular care tool and eImmune(TM) immunization management system.

         All   of   our    systems    solutions    are   built   on   a   common
platform--Medicive(TM)   Medical   Enterprise  Data   System--our   proprietary,
intelligent  software   architecture.   Medicive(TM)  is  a  proprietary  system
developed to collect,  store,  retrieve and analyze a broad range of information
used in the healthcare  industry.  In fact,  Medicive(TM) is capable of handling
all  data  necessary  to  operate  one or  many  medical  treatment  facilities.
Medicive(TM)  is designed to receive  information  for both the most complex and
the simplest tasks encountered in a medical setting.  It currently  accommodates
over  1,000   standard  data  elements   containing  in  excess  of  4,000  data
sub-elements.  We believe  that it provides  the  platform  for  development  of
unlimited  healthcare  applications.  A key feature of  Medicive(TM) is its open
architecture,  which permits it to accept new data elements,  which is important
for an industry experiencing rapid advances in clinical and laboratory research,
as well as changes in treatment protocols.

                                       19
<PAGE>

         The  Company  released  the  initial  version  of  MyFamilyMD(TM)   and
CarePrime(TM)    on   June   25,    2001.    MyFamilyMD(TM),    accessible    at
www.MyFamilyMD.com,  allows  users to  chronicle  their daily  health  progress,
medications,  allergies,  exercise and health goals and  communicate  with their
physician via secure  messaging.  Users can also  interact  with  MyFamilyMD(TM)
assessment tools,  called  MedWizards(TM),  to determine their level of risk for
certain conditions,  and receive guidelines on early risk prevention. We believe
that MyFamilyMD  empowers users to monitor and control their health by reviewing
trends in their  healthcare  regimen.  This is accomplished by using dynamic and
easy-to-use graphs and reports.

         Consumers are also able to communicate via secure  messaging with their
physicians and caregivers about their daily health management by connecting with
CarePrime(TM),  the  physician  interface to  MyFamilyMD(TM).  Users can request
prescription  refills,  schedule  appointments and attach health  assessments on
line. Using CarePrime(TM), physicians can access their patients' Personal Health
Records,  thereby  automating data transfer tasks that previously were performed
manually.

         The development and enhancements of the Company's products for delivery
of disease management services is an ongoing process.  Accordingly, we are still
dependant  for revenues  from our  traditional  customers  and will  continue to
increase our  expenditures  in the areas of  development  of disease  management
products,  as well as  client  services,  business  development,  and  sales and
marketing.  As a result, we expect to continue to incur operating losses through
the fourth quarter of 2001.

Results of Operations

         Three Months Ended  September  30, 2001  Compared to Three Months Ended
         September 30, 2000

         Total  revenues for the three months ended  September 30, 2001 amounted
to $127,726 whereas total revenues for the three months ended September 30, 2000
amounted  to  $212,936.  In the  future,  the  Company  expects  to  generate  a
significant  portion of its revenues  from  licensing and  subscriptions  to the
Company's products delivered over the Internet.

         The product development costs amounted to $115,831 for the three months
ended  September  30, 2001 as compared to $269,000  for the three  months  ended
September  30, 2000.  This  decrease in spending was the result of the Company's
increased  utilization  of its in-house  developer  rather than  out-source  its
software  development.  The Company is continuing to devote internal efforts and
resources to web-enable its software products and expand its disease  management
services.  All product  development costs in 1999 and 2000 and through September
30, 2001 were expensed.

         Selling, general and administrative expenses amounted to $1,356,426 for
the three  months ended  September  30, 2001 as compared to  $1,325,457  for the
three months ended September 30, 2000.

         Cost of  revenue  amounted  to  $46,107  for  the  three  months  ended
September 30, 2001 as compared to $117,610 for the three months ended  September
30,  2000.  This  decrease  amounting to $71,503 is purely  associated  with the
Company's  decrease  sales and the  components of each sale as certain sales may
have a bigger hardware component than others.

         Marketing and  advertising  expenses  amounted to $35,229 for the three
months  ended  September  30, 2001 as  compared to $38,686 for the three  months
ended September 30, 2000.

         For the three months ended  September  30, 2001,  the Company  recorded
amortization   of  goodwill   amounting  to  $179,517  in  connection  with  the
acquisition of MyFamilyMD during February 2001.

         For the  quarters  ended  September  30,  2001 and  2000,  the  Company
generated losses amounting to $1,653,487 and $1,522,313, respectively.


                                       20
<PAGE>

         Nine Months  Ended  September  30, 2001  Compared to Nine Months  Ended
         September 30, 2000

         Total revenues for the nine months ended September 30, 2001 amounted to
$588,136  whereas  total  revenues for the nine months ended  September 30, 2000
amounted to $277,163.  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 and for implementation
of a $250,000 contract for eImmune(TM),  the Company's web enabled  immunization
management  system. In the future, the Company expects to generate a significant
portion of its revenues from the licensing  and  subscriptions  to the Company's
products delivered over the Internet.

         The product  development costs amounted to $466,154 for the nine months
ended  September  30, 2001 as compared  to  $334,267  for the nine months  ended
September  30,  2000.  This  increase  in spending  was  required to support the
Company's  continued  efforts to web-enable its software products and expand its
disease  management  services.  All product  development costs in 1999, 2000 and
through September 30, 2001 were expensed.

         Selling,  general and administrative  expenses increased  materially to
$4,452,175  for  the  nine  months  ended  September  30,  2001 as  compared  to
$3,048,485  for the nine  months  ended  September  30,  2000.  The  significant
increase,  which  amounted to  $1,403,690,  is composed  primarily  of increased
salaries  and related  benefits.  The increase is directly  associated  with the
Company's  continued effort to build a strong management,  sales,  marketing and
software  development teams.  Other smaller components of expenses  representing
increases  in general and  administrative  expenses  were:  marketing,  rent and
travel costs for the sales force.

         Cost of revenue amounted to $82,231 for the nine months ended September
30, 2001 as compared to $163,123 for the nine months ended  September  30, 2000.
This  decrease  amounting to $80,892 is a direct  result of the Company  selling
less hardware  components in the current  quarter,  which carry a higher cost to
the Company.

         Marketing and  advertising  expenses  amounted to $141,595 for the nine
months  ended  September  30, 2001 as  compared to $120,838  for the nine months
ended September 30, 2000.

         For the nine months  ended  September  30, 2001,  the Company  recorded
amortization   of  goodwill   amounting  to  $461,334  in  connection  with  the
acquisition of MyFamilyMD during February 2001

         For the nine months  ended  September  30,  2001 and 2000,  the Company
generated  losses  amounting to $7,980,046  and  $3,494,861,  respectively.  The
increase in losses (net of increase in revenue) 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,  increased research and development expenses amounting
to  $132,000,   amortization  of  goodwill  of  $461,334   resulting  from  such
acquisition, interest expense of $493,718, 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, and debt conversion costs
of $869,168  resulting  from the reduction in exercise  price in order to induce
the debt holders to convert.

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  September  30,  2001,  the
Company's  accumulated  deficit  amounted to $15,042,165 of which $7,980,046 was
generated  during  the  first  nine  months  of  2001,  inclusive  of  purchased
in-progress  research  and  development  of  $1,642,860.   Additionally,  as  of
September 30, 2001, the Company had a working  capital  deficiency  amounting to
$2,629,653.  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.

                                       21
<PAGE>

         During  October  2001,  the  Company's  Chief  Executive  Officer and a
separate  senior  employee  advanced to the Company an  aggregate of $275,000 to
provide working capital.

         In October 2001, the Company commenced a private offering of its Common
Stock covering  2,000,000 shares or $1,000,000 at $.50 per share. As of November
7, 2001, the Company has raised a total $125,000 in this offering.

         Capital Requirements

         The Company was able to meet its cash  requirements  from the beginning
of the year through the current  quarter from advances from its Chief  Executive
Officer and Chief Operating  Officer,  from the sale of 2,200,000  shares of its
Common Stock to unrelated  investors,  which yielded to the Company  $1,100,000,
and from issuances of promissory notes.  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.

         The Company does not believe that its cash on hand as of September  30,
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.

         The Company  continues to actively seek additional funds either through
the sale of equity or debt securities until the Company's  pipeline can generate
sufficient  cash flow to support  the  Company's  operations.  The  Company  has
retained various institutions to assist with these fund raising efforts and will
continue to do so until it is self-sufficient.

         For the nine months ended September 30, 2001 and 2000, the Company used
$3,547,648 and $2,806,316, respectively, in cash for operating activities funded
by advances from officers and sale of securities to unrelated  parties amounting
to approximately  $3,200,000 in the nine months ended September 30, 2001, and by
proceeds  from  sale of Common  Stock of  approximately  $3,475,000  in the nine
months ended September 30, 2000.

         Employee Salary Deferment Program

         Beginning in the fourth  quarter of 2000,  in an effort to conserve its
available  cash,  the Company  established a salary  deferment  program  whereby
certain  executive  officers and certain other senior level employees  agreed to
defer all or a portion of their salaries until the Company reaches positive cash
flows or secures  significant  financing either from equity or debt instruments.
The program  remained in effect as of the date of this report.  As consideration
for such  deferrals,  the Company  agreed to pay  interest at the rate of 8% per
annum on the deferred  salary.  The Company intends to repay such accrued salary
when its cash flow, either from operations or financing activities,  permits the
Company to do so. Certain  participating  officers and employees have elected to
surrender  all or a portion of the accrued  salary in exchange for the Company's
Common  Stock at such time as the Company  deems it  advisable to effect such an
exchange.  Finally,  the  Company  agreed to grant all  officers  and  employees
participating  in the program warrants to purchase the Company's Common Stock at
a price to be  determined  by agreement  among the Company and such officers and
employees as consideration  for  participating in this program.  The Company has
continued the salary  deferment  program  through the third quarter of 2001, and
beyond. As of September 30, 2001, the Company had accrued approximately $976,000
on account of such deferred salaries.

         Convertible Promissory Notes

         From  November  2000  through  May 2001,  the  Company  issued  several
Convertible  Promissory Notes ("Promissory Notes") with an aggregate face amount
of $2,200,000.  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 were  convertible into Common Stock at $2.00 per share.
The Promissory  Notes were to mature one year from the date of issuance and bore
interest at 8% per annum or 12% per annum in an event of  default.  Furthermore,
the Company issued to the holders of the Promissory Notes detachable warrants to
purchase an  additional  2,200,000  shares of the  Company's  Common Stock at an

                                       22

<PAGE>

exercise price of $2.00.  The conversion  price of the Promissory  Notes and the
exercise price of the detachable  purchase warrants were adjustable  downward in
the event the Company  raised more than  $3,000,000  from the sale of its Common
Stock or securities convertible into Common Stock at a effective per share price
of less than $2.00.

         At the  request of the Company  and  pursuant to an Exchange  Agreement
dated May 14, 2001 between the Company and the holders of the Promissory  Notes,
the  holders  agreed  to  exchange  $2,200,000,  the  principal  amount  of  the
Promissory  Notes,  and $80,157,  the interest  accrued  thereon through May 15,
2001, into Common Stock at the exchange price of $.50 per share. In addition, as
consideration  for the  exchange,  the Company  reset the exercise  price of the
warrants to $.50 per share. Accordingly, the Company issued a total of 4,560,314
shares of the  Company's  Common Stock in the exchange.  In connection  with the
Company  reducing  the  conversion  price  from $2 to  $.50,  it  recorded  debt
conversion costs amounting to $691,619,  which represents the difference between
the adjusted conversion price and the fair market value of its securities on the
date of conversion.


         Loans by Officers

         During the nine months ended  September 30, 2001,  the Company's  Chief
Executive Officer and Chief Operating  Officer have periodically  advanced funds
to the Company for working  capital.  As of September 30, 2001,  the Company was
advanced a net of $881,000  after  certain  repayments  and the  conversion of a
$275,000  loan to the Company by the  Company's  Chief  Executive  Officer  into
Common Stock.  In addition,  in October  2001,  the  Company's  Chief  Executive
Officer advanced an additional $175,000 to provide the Company working capital.


         XL Health and Related Transactions

         In December  2000,  the Company  entered  into  non-binding  letters of
intent  to  acquire  two  corporations  known as XL  Health--Disease  Management
Holdings,  Inc.,  doing business as  CardioContinuum,  and Diabetex  Corporation
("Diabetex"),  two  companies  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  CardioContinuum.
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 September  30,  2001,  the C2 Investor  Group
(which includes a venture fund managed by the Company's Chief Executive Officer)
funded an aggregate of $692,809 of the $1,000,000  and has received  warrants to
purchase 1,823,473 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. As of September 30,
2001,  Diabetex and certain of its related parties have paid the Company a total
of $275,000,  which has been first applied to accrued  interest and reimbursable
expenses and the balance to  principal.  As of September  30, 2001 the principal
outstanding  under the promissory  note equaled  $107,225,  of which $36,372 was
paid on October 23, 2001. The parties anticipate that the outstanding  principal
along with all accrued interest will be repaid in November 2001.


                                       23
<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 September 30, 2001, the Company had one unrelated  customer that accounted
for 80% of total  revenues.  As of  September  30,  2001,  the  Company  had one
unrelated customers that accounted for 76% 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.


                                       24

<PAGE>

                           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 July 13, 2001, the Company issued 107,560 shares of its
Common Stock to an investment  banker.  These shares were issued in satisfaction
of accrued  consulting  fees of $76,798.  For  purposes of this  issuance,  each
shares of Common Stock was valued at $.71 per share.  In  addition,  the Company
granted  the  investment  banker a five year  warrant to  purchase up to 180,000
shares of Common Stock at a per share price of $.75. The investment banker is an
accredited  investor.  In undertaking  this issuance,  we relied on an exemption
from  registration  under Section 4(2) of the  Securities  Act and  Regulation D
thereunder.

         Effective as of September 30, 2001, the Company issued 10,973 shares of
its Common Stock to a consultant.  These shares were issued in  satisfaction  of
accrued consulting fees of $21,946.  For purposes of this issuance,  each shares
of Common Stock was valued at $2.00 per share.  The  consultant is an accredited
investor.  In  undertaking  this  issuance,  we  relied  on  an  exemption  from
registration  under  Section  4(2)  of  the  Securities  Act  and  Regulation  D
thereunder.

Item 3.  Defaults upon Senior Securities

         The  Company  did not  default  upon any senior  securities  during the
quarter ended September 30, 2001.

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

         The Company  did not submit any  matters to a vote of its  stockholders
during the quarter ended September 30, 2001.

Item 5.  Other Information

         None.

Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

         None.

(b)      Reports on Form 8-K

         None.

                                       25
<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: November 13, 2001               By: /s/  Frank A. Martin
                                          ------------------------------------
                                          Name:   Frank A. Martin
                                          Title:     Chief Executive Officer





                                       26