**United
      States**


**Securities
      and Exchange Commission**


**Washington,
      D.C. 20549**





**FORM
      10-Q**





[X]
            QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934For
                the quarterly period ended: March 31, 2007OR[
                ]
            TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934For
                the transition period from ___________ to _____________Commission
                File Number: 001-31584





**I-TRAX,
      INC.**


(Exact
      name of registrant as specified in its charter)





**Delaware**
            
            **23-3057155**(*State
                or Other Jurisdiction of*
              *Incorporation
                or Organization*)
            
            (*I.R.S.
                Employer*
              *Identification
                Number*)





**4
                Hillman Drive, Suite 130, Chadds Ford,
                Pennsylvania**
            
            **19317**(*Address
                of principal executive offices*)
            
            (*Zip
                Code*)





**(610)
      459-2405**


( *Registrant’s
      telephone number, including area code* )





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 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. [X] Yes [ ] No





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer” and large accelerated filer in Rule 12b-2 of Securities Exchange Act.
      (Check one):





Large
                accelerated filer [ ]
            Accelerated
                filer [X]
            Non-Accelerated
                filer [ ]





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of Securities Exchange Act). [ ] Yes [X] No





As
      of May
      1, 2007, there were 40,199,352 shares of the registrant’s $0.001 par value
      common stock outstanding.














**TABLE
      OF CONTENTS**





**Item**
            
            **Page****Part
                I - Financial
                Information**1.
            Financial
                Statements
            1Report
                of Independent Registered Public Accounting
                Firm
            1Condensed
                Consolidated Balance Sheet at March 31, 2007 and
                December 31, 2006
            2Condensed
                Consolidated Statements of Operations for the three
                months ended March 31, 2007 and 2006
            3Condensed
                Colsolidated Statements of Cash Flows for the three months ended
                March 31,
                2007 and 2006
            4Notes
                to Condensed Consolidated Financial
                Statements
            52.
            Management’s
                Discussion and Analysis of Financial Condition
                and Results of Operations
            133.
            Quantitative
                and Qualitative Disclosures About Market
                Risk
            204.
            Controls
                and Procedures
            20**Part
                II - Other Information**1.
            Legal
                Proceedings
            211A.
            Risk
                Factors
            212.
            Unregistered
                Sales of Equity Securities and Use of
                Proceeds
            213.
            Defaults
                Upon Senior Securities
            224.
            Submission
                of Matters to a Vote of Security
                Holders
            225.
            Other
                Information
            226.
            Exhibits
            22








**PART
      I.**  **FINANCIAL
      INFORMATION**





**Item
      1.**  **Financial
      Statements**





**Report
      of Independent Registered Public Accounting Firm**




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




We
      have
      reviewed the accompanying condensed consolidated balance sheet of I-trax, Inc.
      (a Delaware corporation) and Subsidiaries as of March 31, 2007, and the related
      condensed consolidated statements of operations and cash flows for the three
      month periods ended March 31, 2007 and 2006. These interim financial statements
      are the responsibility of the company’s management.




We
      conducted our reviews in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). A review of interim financial
      information consists principally of applying analytical procedures and making
      inquiries of persons responsible for financial and accounting matters. It is
      substantially less in scope than an audit conducted in accordance with standards
      of the Public Company Accounting Oversight Board, the objective of which is
      the
      expression of an opinion regarding the consolidated financial statements taken
      as a whole. Accordingly, we do not express such an opinion.




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




We
      have
      previously audited, in accordance with standards of the Public Company
      Accounting Oversight Board (United States), the consolidated balance sheet
      as of
      December 31, 2006, and the related consolidated statements of operations,
      stockholders’ equity and cash flows, for the year then ended (not presented
      herein); and in our report dated March 10, 2007, we expressed an unqualified
      opinion on those consolidated financial statements. In our opinion, the
      information set forth in the accompanying condensed consolidated balance sheet
      as of December 31, 2006, is fairly stated, in all material respects, in relation
      to the consolidated balance sheet from which it has been derived.




GOLDSTEIN
      GOLUB KESSLER LLP


New
      York,
      New York


May
      3,
      2007


1


**I-TRAX,
      INC. AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED BALANCE SHEET**


***(in
      thousands, except share data)***





**ASSETS****March
                31, 2007 (Unaudited)**
            
            December
                31, 2006Current
                assetsCash
                and cash equivalents
            
            **$**
            **7,123**
            
            $
            6,558Accounts
                receivable, net
            
            
            **24,807**
            
            
            21,704Other
                current assets
            
            
            **1,117**
            
            
            1,526Total
                current assets
            
            
            **33,047**
            
            
            29,788Property
                and equipment, net
            
            
            **3,475**
            
            
            3,377Goodwill
            
            
            **51,620**
            
            
            51,620Customer
                list, net
            
            
            **17,788**
            
            
            18,159Other
                intangible assets, net
            
            
            **288**
            
            
            402Other
                long term assets
            
            
            **37**
            
            
            41Total
                assets
            
            **$**
            **106,255**
            
            $
            103,387**LIABILITIES
                AND STOCKHOLDERS’ EQUITY**Current
                liabilitiesAccounts
                payable
            
            **$**
            **9,431**
            
            $
            10,376Accrued
                payroll and benefits
            
            
            **4,515**
            
            
            4,444Accrued
                restructuring charges
            
            
            **107**
            
            
            118Other
                current liabilities
            
            
            **8,626**
            
            
            11,627Total
                current liabilities
            
            
            **22,679**
            
            
            26,565Senior
                secured credit facility
            
            
            **13,412**
            
            
            9,057Note
                payable
            
            
            **114**
            
            
            129Other
                long term liabilities
            
            
            **2,706**
            
            
            1,945Total
                liabilities
            
            
            **38,911**
            
            
            37,696Commitments
                and contingenciesStockholders’
                equityPreferred
                stock - $.001 par value, 2,000,000 shares authorized,
              291,751
                and 559,101 issued and outstanding, respectively;
              Liquidation
                preference: $7,294,000 and $13,978,000 at March 31, 2007
              and
                December 31, 2006, respectively
            
            
            **--**
            
            
            1Common
                stock - $.001 par value, 100,000,000 shares authorized
              40,197,882
                and 36,613,707 shares issued and outstanding, respectively
            
            
            **39**
            
            
            35Additional
                paid in capital
            
            
            **139,043**
            
            
            136,623Accumulated
                deficit
            
            
            **(71,738**
            **)**
            
            (70,968
            )Total
                stockholders’ equity
            
            
            **67,344**
            
            
            65,691Total
                liabilities and stockholders’ equity
            
            **$**
            **106,255**
            
            $
            103,387








The
      accompanying notes are an integral part of these financial
      statements.


2


**I-TRAX,
      INC. AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS**


**(Unaudited)**


***(in
      thousands, except share data)***








**Three
                months ended March 31****2007**
            
            2006Net
                revenue
            
            **$**
            **33,550**
            
            $
            30,525Costs
                and expensesOperating
                expenses
            
            
            **25,399**
            
            
            23,443General
                and administrative expenses
            
            
            **7,064**
            
            
            5,992Depreciation
                and amortization
            
            
            **809**
            
            
            859Total
                costs and expenses
            
            
            **33,272**
            
            
            30,294Operating
                income
            
            
            **278**
            
            
            231Other
                expensesInterest
                expense
            
            
            **145**
            
            
            114Amortization
                of financing costs
            
            
            **59**
            
            
            56Total
                other expenses
            
            
            **204**
            
            
            170Income
                before provision for income taxes
            
            
            **74**
            
            
            61Provision
                for income taxes
            
            
            **82**
            
            
            90Net
                loss
            
            
            **(8**
            **)**
            
            (29
            )Less
                preferred stock dividend
            
            
            **(209**
            **)**
            
            (337
            )Net
                loss applicable to common stockholders
            
            $
            **(217**
            **)**
            $
            (366
            )Loss
                per common share:Basic
                and diluted
            
            $
            **(0.01**
            **)**
            $
            (0.01
            )Weighted
                average number of shares outstanding,
              basic
                and diluted
            
            
            **38,493,031**
            
            
            34,788,257







The
      accompanying notes are an integral part of these financial
      statements.


3


**I-TRAX,
      INC. AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**


**(Unaudited)**


***(in
      thousands)***





**Three
                months ended March 31****2007**
            
            2006Operating
                activities:Net
                loss
            
            $
            **(8**
            **)**
            $
            (29
            )Adjustments
                to reconcile net loss to net cash provided by/(used in) operating
                activities:Stock
                issued as bonus compensation (Note 7)
            
            
            **31**
            
            
            --Stock
                based compensation
            
            
            **479**
            
            
            285Depreciation
                and amortization
            
            
            **809**
            
            
            859Issuance
                of warrants for services
            
            
            **28**
            
            
            16Amortization
                of financing costs
            
            
            **59**
            
            
            56Changes
                in operating assets and liabilities:Accounts
                receivable
            
            
            **(3,103**
            **)**
            
            (1,328
            )Other
                current assets
            
            
            **409**
            
            
            435Other
                long term assets
            
            
            **5**
            
            
            --Accounts
                payable
            
            
            **(946**
            **)**
            
            1,474Accrued
                payroll and benefits
            
            
            **71**
            
            
            165Accrued
                loss contracts
            
            
            --
            
            
            (143
            )Accrued
                restructuring charges
            
            
            **(11**
            **)**
            
            (85
            )Other
                current liabilities
            
            
            **(1,553**
            **)**
            
            (491
            )Net
                cash (used in) provided by operating activities
            
            
            **(3,730**
            **)**
            
            1,214Investing
                activities:Purchases
                of property and equipment
            
            
            **(473**
            **)**
            
            (389
            )Acquisition
                of intangible assets
            
            
            **(10**
            **)**
            
            --Net
                cash used in investing activities
            
            
            **(483**
            **)**
            
            (389
            )Financing
                activities:Proceeds
                from option exercises
            
            
            **438**
            
            
            132Repayment
                of note payable
            
            
            **(15**
            **)**
            
            (13
            )Proceeds
                from exercise of warrants
            
            
            **--**
            
            
            22Proceeds
                from bank credit facility
            
            
            **4,355**
            
            
            592Net
                cash provided by financing activities
            
            
            **4,778**
            
            
            733Net
                increase in cash and cash equivalents
            
            
            **565**
            
            
            1,558Cash
                and cash equivalents at beginning of period
            
            
            **6,558**
            
            
            5,386Cash
                and cash equivalents at end of period
            
            **$**
            **7,123**
            
            $
            6,944Supplemental
                disclosure of cash flow information:Cash
                paid during the period for:Interest
            
            **$**
            **185**
            
            $
            159Income
                taxes
            
            **$**
            **101**
            
            $
            130Schedule
                of non-cash investing and financing activities:Issuance
                of warrants for services
            
            **$**
            **28**
            
            $
            16Preferred
                stock dividend
            
            **$**
            **209**
            
            $
            337Conversion
                of accrued dividends to common stock
            
            **$**
            **1,555**
            
            $
            1,068





The
      accompanying notes are an integral part of these financial
      statements.





4


**I-TRAX,
      INC. AND SUBSIDIARIES**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**(Unaudited)**


***($
      in thousands)***




**1.
      Organization**




I-trax,
      Inc. offers integrated workplace health and productivity management solutions.
      We operate on-site health centers which deliver primary care, pharmacy care
      management, acute care corporate health, and occupational health as well as
      disease, wellness and lifestyle management programs. We enhance the services
      we
      offer at our on-site centers with larger scale disease management and wellness
      programs that use telephonic and e-health tools and which benefit from the
      trusted relationships established with patients by our clinicians at the
      worksite. We are focused on helping our customers achieve employer of choice
      status, making the workplace safer, and improving the quality of care and
      productivity of the workforce while mitigating healthcare costs.




We
      conduct on-site services through CHD Meridian Healthcare, LLC, a Delaware
      limited liability company ( **“CHD
      Meridian LLC”** ),
      and
      its subsidiary companies, and our disease management and wellness programs
      through I-trax Health Management Solutions, LLC, a Delaware limited liability
      company, and I-trax Health Management Solutions, Inc., a Delaware
      corporation.




Physician
      services at our on-site locations are provided under management agreements
      with
      affiliated physician associations, which are organized professional corporations
      that hire licensed physicians who provide medical services (the **“Physician
      Groups”** ).
      The
      Physician Groups provide all medical aspects of our on-site services, including
      the development of professional standards, policies, and procedures. We provide
      a wide array of business services to the Physician Groups, including
      administrative services, support personnel, facilities, marketing, insurance,
      and other non-medical services.




**2.
      Basis of Presentation and Interim Results**




The
      condensed consolidated financial statements include the accounts of I-trax
      and
      its subsidiaries. We have prepared these statements without audit, pursuant
      to
      the rules and regulations of the Securities and Exchange Commission.




Certain
      information and footnote disclosures normally included in annual financial
      statements prepared in accordance with generally accepted accounting principles
      have been condensed or omitted pursuant to such rules and regulations. We
      believe that the disclosures are adequate to make the financial information
      presented not misleading. These condensed consolidated financial statements
      should be read in conjunction with the audited consolidated financial statements
      and the notes thereto included in the our Annual Report on Form 10-K for the
      year ended December 31, 2006, filed with the Securities and Exchange Commission
      on March 16, 2007 (“ **2006
      Annual Report** ”).
      All
      adjustments were of a normal recurring nature unless otherwise disclosed. In
      the
      opinion of management, all adjustments necessary for a fair statement of the
      results of operations for the interim period have been included. The results
      of
      operations for such interim periods are not necessarily indicative of the
      results for the full year.




All
      material intercompany accounts and transactions have been eliminated. The
      financial statements of the Physician Groups are consolidated with CHD Meridian
      LLC in accordance with the nominee shareholder model of Emerging Issues Task
      Force (“ **EITF** ”)
      Issue
      No. 97-2, *Application
      of FASB Statement No. 94 and APB Opinion No. 16 to Physician Practice Management
      Entities and Certain Other Entities with Contractual Management
      Arrangements* .
      CHD
      Meridian LLC has unilateral control over the assets and operations of the
      Physician Groups.






5


**I-TRAX,
        INC. AND SUBSIDIARIES**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **(Unaudited)**
 ***($
        in thousands)***


Consolidation
      of the Physician Groups with CHD Meridian LLC, and consequently, with I-trax,
      Inc. is necessary to present fairly the financial position and results of our
      operations. Control of the Physician Groups is perpetual and other than
      temporary because of the nominee shareholder model and the management agreements
      between the entities. The net tangible assets of the Physician Groups were
      not
      material at March 31, 2007 or December 31, 2006.




We
      record
      pass-through pharmaceutical purchases on a net basis in compliance with EITF
      Issue No. 99-19, *Reporting
      Gross Revenue as a Principal vs. Net as an Agent* .
      The
      amounts of pass-through pharmaceuticals purchased by us for the three months
      ended March 31, 2007 and 2006 were $39,105 and $37,442, respectively.




**3.
      Initial Adoption of FIN 48**




We file
      income tax returns in the U.S. federal jurisdiction and various states. With
      few
      exceptions, we are no longer subject to U.S. federal examinations by tax
      authorities for years before 2003 and state and local income tax examinations
      by
      tax authorities for years before 2001.




We
      adopted the provisions of Financial Accounting Standards Board ( **“FASB”** )
      Interpretation No. 48, *Accounting
      for Uncertainty in Income Taxes - an interpretation of FASB Statement No.
      109* ( **“FIN
      48”** ),
      on
      January 1, 2007. This interpretation increases the relevancy and comparability
      of financial reporting by clarifying the way companies account for uncertainty
      in income taxes. FIN 48 prescribes a consistent recognition threshold and
      measurement attribute, as well as clear criteria for subsequently recognizing,
      derecognizing and measuring such tax positions for financial statement purposes.
      The interpretation also requires expanded disclosure with respect to the
      uncertainty in income taxes. As a result of the implementation of FIN 48, we
      recognized approximately $761 as a liability for unrecognized tax benefits,
      including estimated interest and penalties of $135. This amount is included
      in
      other long-term liabilities on our condensed consolidated balance sheet as
      of
      March 31, 2007. We recorded a corresponding increase in our accumulated deficit
      of $761.




We
      do not
      currently anticipate that the total amount of unrecognized tax benefits will
      significantly increase or decrease by the end of 2007.




**4.** ****** **Net
      Loss Per Share**




We
      present both basic and diluted loss per share on the face of the consolidated
      statements of operations. As provided by Statement of Financial Accounting
      Standards ( **“SFAS”** )
      No.
      128, *Earnings
      per Share* ,
      basic
      loss per share is calculated as income available to common stockholders divided
      by the weighted average number of shares outstanding during the period. Diluted
      loss per share reflects the potential dilution that could occur from common
      shares issuable through stock options, warrants and convertible preferred stock.




6
 **I-TRAX,
          INC. AND SUBSIDIARIES**
 **NOTES
          TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **(Unaudited)**
 ***($
          in thousands)***




The
      following shares issuable upon exercise of options, warrants, and convertible
      securities were excluded from the diluted loss per share computation because
      their effect would be anti-dilutive as of March 31:




**2007**
            
            **2006**Series
                A Convertible Preferred Stock
            
            
            2,917,510
            
            
            5,702,530Warrants
            
            
            2,026,611
            
            
            3,044,603Stock
                options
            
            
            4,050,271
            
            
            3,749,854Restricted
                shares
            
            
            107,000
            
            
            --Anti-dilutive
                shares
            
            
            9,101,392
            
            
            12,496,987




**5.
      Long Term Debt**




We
      have a
      senior secured credit facility with Bank of America, N.A., which provides
      financing through a revolving credit line. We use the facility to finance
      operations, which includes the purchase of pharmaceuticals on a pass-through
      basis for the benefit of our pharmacy clients. Borrowings under the facility
      are
      secured by substantially all of our tangible assets and bear interest at rates
      specified in the credit agreement. At March 31, 2007, $1,000 of the facility
      was
      outstanding to secure a standby letter of credit, which reduces the amount
      available under the facility for borrowings. The facility expires on April
      1,
      2008.




At
      March
      31, 2007 and 2006, we had $13,412 and $9,057, respectively, of debt outstanding
      under the facility. At March 31, 2007, the interest rate applicable under the
      facility was 8.3%. Availability under the facility was $588 and $4,750 at March
      31, 2007 and 2006, respectively. As of March 31, 2007, we were in compliance
      with our facility covenants, including covenants measuring: (1) our fixed
      charges coverage ratio, (2) our ratio of funded indebtedness to earnings before
      income, taxes, depreciation and amortization, (3) our funded indebtedness to
      capitalization, and (4) minimum stockholders’ equity amounts.




**6.
      Stockholders’ Equity**




**Preferred
      Stock**




We
      have
      2,000,000 authorized shares of preferred stock. As of March 31, 2007, 291,751
      shares of Series A Convertible Preferred Stock were issued and outstanding.
      Each
      share of Series A Convertible Preferred Stock is convertible, at any time,
      into
      10 shares of common stock, has a liquidation preference of $25.00 per share,
      the
      original purchase price, and accrues dividends on that amount at a rate of
      8%
      per year. Dividends are payable, at our option, in cash or common stock, and
      only upon the liquidation or conversion of the Series A Convertible
      Preferred Stock into common stock. We have recorded $1,770 and $3,116 in accrued
      dividends at March 31, 2007 and December 31, 2006, respectively, which amounts
      are included in other current liabilities on the consolidated balance sheet.




During
      the first quarter of 2007, stockholders 267,350 shares of Series A Convertible
      Preferred Stock into 2,673,500 shares of common stock, and 426,588 shares of
      common stock were issued to satisfy the dividends accrued on the converted
      shares.




7
 **I-TRAX,
          INC. AND SUBSIDIARIES**
 **NOTES
          TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **(Unaudited)**
 ***($
          in thousands)***




**Warrants**




The
      following table summarizes our warrant activity:




**Shares
                Underlying Warrants**Outstanding
                at December 31, 2006
            
            
            2,508,611Granted
            
            
            --Exercised
            
            
            (482,000
            )Outstanding
                at March 31, 2007
            
            
            2,026,611




At
      March
      31, 2007, all outstanding warrants were exercisable at a weighted average
      exercise price of $2.92 per share.




**7.
      Share Based Compensation**




The
      2000
      Equity Compensation Plan and the Amended and Restated 2001 Equity Compensation
      Plan (collectively, the **“Plans”** )
      authorize us to grant or issue up to 5,100,000 stock options or restricted
      stock
      shares as of March 31, 2007. The number of shares authorized for issuance under
      the 2001 Plan increases automatically on the first day of each year by 300,000
      shares. Under the terms of the Plans, awards may be granted to our employees,
      officers, directors, and certain consultants and advisors. At March 31, 2007,
      a
      total of 1,288,999 shares were available for future grants under the
      Plans.




Our
      outstanding stock options generally have a 10-year term. Outstanding stock
      options issued to employees generally vest over three years, and outstanding
      stock options issued to directors vest over two years. Share awards generally
      vest based upon continued employment (time-based).




Prior
      to
      2003, we also granted stock options outside of the Plans. As of March 31, 2007,
      163,000 non-plan options were outstanding. Non-plan options have terms similar
      to options granted pursuant to Plans, including exercise price, vesting and
      exercise terms.




Effective
      January 1, 2006, we adopted the fair value recognition provisions of SFAS No.
      123 (revised 2004), *Share-Based
      Payment* ( **“SFAS
      123R”** ),
      using
      the modified prospective transition method. See Note 2, *Summary
      of Significant Accounting Policies* ,
      in our
      2006 Annual Report.




During
      the three months ended March 31, 2007 and 2006, we recorded $479 and $285,
      respectively, of share-based compensation as a component of general and
      administrative expenses in accordance with FAS 123R.




On
      January 2, 2007, in connection with the termination of a certain employee,
      we
      accelerated the vesting of options to acquire 100,006 shares of our common
      stock, which resulted in a charge of $99. This amount is reflected in general
      and administrative expenses in our condensed consolidated statement of
      operations.




On
      February 20, 2007, we granted options to acquire 106,000 shares of common stock
      to certain employees with an exercise price of $3.73 per share, which
      approximated the market value at the date of grant. The options vest over three
      years.








8


**I-TRAX,
        INC. AND SUBSIDIARIES**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **(Unaudited)**
 ***($
        in thousands)***


On
      February 20, 2007, we granted 4,500 shares of restricted stock to certain
      employees. The restricted shares were valued at $3.73 per share, which
      approximated the market value at the date of the grant. The options vest over
      three years.




On
      March
      15, 2007, we issued 33,500 shares of common stock to two executives as bonus
      in
      consideration for services rendered in 2006. The shares were granted under
      our
      2001 Plan. The shares were valued at $3.98, which approximated the market value
      at the date of the grant. The aggregate value of the stock awards was $133,
      of
      which $102 reduced other current liabilities at December 31, 2006 and $31 was
      charged to operations as general and administrative expense during the first
      quarter.




Stock
      option activity during the three months ended March 31, 2007 was as
      follows:




****
            
            **Stock
                Options**
            
            **Weighted-
                Average Exercise Price**
              **per Share**
            
            **Weighted-
                Average Remaining Contractual
                Term (in years)**
            
            **Aggregate**
              **Intrinsic Value**(1)Outstanding
                on December 31, 2006
            
            
            4,273,434
            
            $
            2.02Granted
            
            
            106,000Exercised
            
            
            (279,153
            )Forfeited
            
            
            (50,010
            )Outstanding
                on March 31, 2007
            
            
            4,050,271
            
            $
            2.10
            
            
            7.87
            
            $
            7,655Vested
                and exercisable on March 31, 2007
            
            
            2,322,547
            
            $
            1.78
            
            
            7.11
            
            $
            5,188






(1)  Calculated
      using $3.96, the closing price of I-trax common stock (Amex: DMX) on March
      30,
      2007.




The
      weighted-average grant-date fair value of stock options granted during the
      three
      months ended March 31, 2007 was $2.31 per share. The aggregate intrinsic value
      of stock options (the amount by which the market price of the stock on the
      date
      of exercise exceeded the exercise price of the option) exercised during the
      three months ended March 31, 2007 was $660. Net cash proceeds from the exercise
      of stock options were $438 for the first quarter of 2007. No tax benefit has
      been recognized due to accumulated net losses.




Below
      is
      a summary of our non-vested stock option activity for the first quarter of
      2007:




**Number
                of Shares**
            
            **Weighted-Average
                Grant Date Fair Value**Non-vested
                at December 31, 2006
            
            
            2,006,099
            
            $
            1.45Granted
            
            
            106,000
            
            $
            2.31Vested
            
            
            (334,365
            )
            $
            1.13Forfeited
            
            
            (50,010
            )
            $
            0.99Non-vested
                at March 31, 2007
            
            
            1,727,724
            
            $
            1.57




At
      March
      31, 2007, there was $2,190 of unrecognized compensation expense related to
      stock
      options that is expected to be recognized over a weighted-average period of
      2.1
      years. Our assumptions used in estimating forfeiture rates are reviewed each
      reporting period and the total value of the awards is adjusted accordingly.






9


**I-TRAX,
        INC. AND SUBSIDIARIES**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **(Unaudited)**
 ***($
        in thousands)***


Information
      regarding options outstanding at March 31, 2007 was as follows:




**Options
                Outstanding**
            
            **Options
                Exercisable****Range
                of Exercise Price**
            
            **Number
                Outstanding**
            
            **Weighted
                Average Remaining Contractual Life**
            
            **Weighted
                Average Exercise Price**
            
            **Number
                Exercisable**
            
            **Weighted
                Average Exercise Price**$0.01-$2.00
            
            
            2,455,547
            
            
            7.68
            
            $
            1.40
            
            
            1,858,292
            
            $
            1.40$2.01-$4.00
            
            
            1,528,663
            
            
            8.31
            
            $
            3.06
            
            
            398,194
            
            $
            2.97$4.01-$6.00
            
            
            39,361
            
            
            4.62
            
            $
            4.76
            
            
            39,361
            
            $
            4.76$6.01-$8.00
            
            
            16,100
            
            
            4.80
            
            $
            6.19
            
            
            16,100
            
            $
            6.19$8.01-$10.00
            
            
            10,600
            
            
            3.85
            
            $
            10.00
            
            
            10,600
            
            $
            10.004,050,271
            
            
            7.87
            
            $
            2.10
            
            
            2,322,547
            
            $
            1.78




Restricted
      stock grants consist of our common stock and typically vest over three years.
      The fair value of each restricted share grant is equal to the market price
      of
      our common stock at the date of grant using fair market value. Expense relating
      to restricted shares is amortized ratably over the vesting period.




A
      summary
      of our restricted stock activity and related information during the first
      quarter of 2007 is as follows:




**Number
                of Shares**
            
            **Weighted-Average
                Grant Date Fair Value**Outstanding
                at December 31, 2006
            
            
            104,840
            
            $
            3.08Granted
            
            
            4,500
            
            $
            3.73Forfeited
            
            
            (2,340
            )
            $
            3.09Outstanding
                at March 31, 2007
            
            
            107,000
            
            $
            3.11




At
      March
      31, 2007, there was $263 of unrecognized compensation expense related to
      restricted stock options that is expected to be recognized over a
      weighted-average period of 2.4 years.




**8.
      Commitments and Contingencies**




**Litigation**




We
      are
      involved in legal disputes on a variety of matters in the ordinary course of
      business. After reasonable diligence, we expect these matters will be resolved
      without a material adverse effect on our consolidated financial position or
      results of operations. Further, after reasonable diligence, we believe that
      our
      estimated losses from such matters have been adequately reserved in other
      current and other long term liabilities to the extent probable and reasonably
      estimable. Nonetheless, it is possible that our future results of operations
      for
      any particular quarterly or annual period may be materially affected by changes
      in such matters. See Note 9, *Professional
      Liability and Related Reserves* ,
      for
      further details.




10
 **I-TRAX,
          INC. AND SUBSIDIARIES**
 **NOTES
          TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **(Unaudited)**
 ***($
          in thousands)***




**Compliance
      with Healthcare Regulations**




Because
      we operate in the healthcare industry, we are subject to numerous laws and
      regulations of Federal, state, and local governments. These laws and regulations
      include, but are not limited to, matters regarding licensure, accreditation,
      government healthcare program participation requirements, reimbursement for
      patient services, and Medicare and Medicaid fraud and abuse. Government activity
      remains high with respect to investigations and allegations concerning possible
      violations of fraud and abuse laws and regulations by healthcare providers.
      Violations of these laws and regulations could result in, among other things,
      expulsion from government healthcare programs, fines, penalties, and restitution
      for billed services.




We
      believe we are in compliance with laws and regulations applicable to our
      business. Further, compliance with such laws and regulations in the future
      is
      subject to further government review, changing interpretations and other
      regulatory actions. Accordingly, major changes in healthcare laws, regulations
      or regulatory interpretations may have an adverse effect on our future results
      of operations.




**Significant
      Customers**




As
      of
      March 31, 2007, one customer represented 27% of our accounts receivable. As
      of
      March 31, 2006, two customers represented 16% and 15% of our accounts
      receivable.




For
      the
      three months ended March 31, 2007, two customers accounted for 13% and 12%
      of
      our net revenue. For the three months ended March 31, 2006, one customer
      accounted for 13% of our net revenue.




**9.
      Professional Liability and Related Reserves**




Since
      2004, we have secured professional and general liability insurance for certain
      of our direct and indirect subsidiaries through Green Hills Insurance Company,
      a
      Risk Retention Group ( **“GHIC”** ),
      incorporated as a subsidiary of CHD Meridian LLC under the laws of the State
      of
      Vermont. GHIC provides professional and general liability insurance to CHD
      Meridian Healthcare on a claims-made basis. A claims-made policy covers claims
      made during a given period of time regardless of when the causable event
      occurred. We purchase excess insurance to mitigate risk in excess of GHIC’s
      policy limits. In years prior to 2004, we secured similar insurance in the
      commercial market.




The
      operations of GHIC are reflected in our consolidated financial statements.




We
      maintain professional liability reserves as follows:




**Total**Reserve
                at December 31, 2006
            
            $
            5,759Payments
            
            
            (777
            )Charged
                to operating expenses
            
            
            404Adjustment(1)
            
            
            (253
            )Reserve
                at March 31, 2007
            
            $
            5,133




(1)  Represents
      changes in estimates of outstanding reported claims and unreported
      claims.








11


**I-TRAX,
        INC. AND SUBSIDIARIES**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **(Unaudited)**
 ***($
        in thousands)***


**Reported
      Claims**




Our
      reported claims reserve includes our estimated exposure for claims pre-dating
      GHIC as well as claims that have been reported under GHIC’s policies. This
      reserve in included in other current liabilities on our consolidated balance
      sheet. These reserves are estimated using individual case-basis valuations,
      statistical analyses, and independent third-parties valuations. These reserves
      represent our best estimate of the ultimate net cost of satisfying all
      obligations associated with the claims. These estimates are reviewed and
      adjusted as experience develops or new information becomes known. We also record
      loss and loss adjustment expenses, which include changes in exposure estimates,
      related to reported claims on a monthly basis. Any changes in estimates are
      reflected in operating expenses. At March 31, 2007 and December 31, 2006, the
      reserves for reported claims included in other current liabilities on our
      consolidated balance sheet were $1,081 and $1,745, respectively.




**Unreported
      Claims**




We
      maintain additional reserves for potential claims that may be reported in the
      future. On an annual basis, we use independent actuaries to estimate our
      exposure for unreported claims. Our estimates are subject to the effects of
      trends in claim severity and frequency. Although considerable variability is
      inherent in such estimates, management believes the reserves for losses and
      loss
      adjustment expenses are adequate. The estimates are reviewed and adjusted as
      experience develops or new information becomes known and such adjustments are
      included in current operations. Reserves
      for unreported claims that have been transferred to GHIC or relate to current
      operations are recorded as current liabilities.  Unreported claims reserves
      that have not yet been transferred to GHIC are included in other long-term
      liabilities.




At
      March
      31, 2007 and December 31, 2006, unreported claims reserves were $4,052 and
      $4,014, respectively. Of these amounts, unreported claims exposures not
      transferred to GHIC of $1,638 were included in other long-term liabilities
      on
      our consolidated balance sheets. The remaining amounts are classified as other
      current liabilities.


12
  **Item2.**  **Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operation**




We
      believe the primary goals of successful financial reporting are transparency
      and
      understandability. We are committed to providing our stockholders with
      informative financial disclosures and presenting an accurate view of our
      financial position and operating results.




**Forward
      Looking Statements**




The
      following discussion also contains forward-looking statements. All statements,
      other than statements of historical facts, included in this quarterly report
      regarding our strategy, future operations, financial position, future revenues,
      projected costs, prospects, plans and objectives of management are
      forward-looking statements. The words “anticipates,” “believes,” “estimates,”
“expects,” “intends,” “may,” “plans,” “projects,” “will,” “would” and similar
      expressions are intended to identify forward-looking statements, although not
      all forward-looking statements contain these identifying words. We cannot
      guarantee that we actually will achieve the plans, intentions or expectations
      disclosed in our forward-looking statements, and readers of this report should
      not place undue reliance on our forward-looking statements. Actual results
      or
      events could differ, possibly materially, from the plans, intentions and
      expectations disclosed in our forward-looking statements. We have identified
      important factors in the cautionary statements below and in our 2006 Annual
      Report that we believe could cause actual results or events to differ, possibly
      materially, from our forward-looking statements. Our forward-looking statements
      do not reflect the potential impact of any future acquisitions, mergers,
      dispositions, joint ventures or investments we may make. We undertake no duty
      to
      update these forward-looking statements, even though our situation may change
      in
      the future.




**Risk
      Considerations**




You
      are
      cautioned not to place undue reliance on the statements and other discussion
      set
      forth in this quarterly report. These statements and other discussion speak
      only
      as of the date this quarterly report is filed with the Securities and Exchange
      Commission, and these statements are based on management’s current expectations
      and are subject to uncertainty and changes in circumstances. Factors that may
      cause actual results to differ materially from management expectations include,
      but are not limited to:




·
            effects
                of increasing competition for contracts to establish and manage
                employer-dedicated pharmacies and clinics;




·
            loss
                of advantageous pharmaceutical pricing;




·
            inability
                to meet covenants and financial tests under the terms of our senior
                secured credit facility;




·
            long
                and complex sales cycles;




·
            loss
                of a major client;




·
            cost
                pressures in the healthcare industry;




·
            exposure
                to professional liability claims and a failure to manage effectively
                our
                professional liability risks;






13




·
            economic
                uncertainty; and




·
            each
                of the factors discussed under “Item 1A. - Risk Factors” in our 2006
                Annual Report.




**Basis
      of Presentation**




The
      accompanying unaudited condensed consolidated financial statements have been
      prepared in accordance with accounting principles generally accepted in the
      United States of America for interim financial information, the instructions
      to
      Form 10-Q and Regulation S-X. In our opinion, the unaudited condensed
      consolidated financial statements have been prepared on the same basis as the
      annual financial statements and reflect all adjustments necessary to present
      fairly our financial position as of March 31, 2007 and the results of the
      operations and cash flows for the three months ended March 31, 2007. The
      preparation of these financial statements requires us to make estimates and
      judgments that affect the reported amounts of assets and liabilities and the
      reported amounts of revenues and expenses during the covered periods. We base
      our estimates and judgments on our historical experience and on various other
      factors that we believe are reasonable under the circumstances. We evaluate
      our
      estimates and judgments, including those related to revenue recognition, bad
      debts, and goodwill and other intangible assets on an ongoing basis.
      Notwithstanding these efforts, there can be no assurance that actual results
      will not differ from the respective amount of those estimates.




This
      Management’s Discussion and Analysis of Financial Condition and Results of
      Operations ( **“MD&A”** ),
      is
      designed to provide a reader of our financial statements with a narrative from
      the perspective of our management on our financial condition, results of
      operations, liquidity and certain other factors that may affect our future
      results. Our MD&A is presented in the following sections:




·
            Overview




·
            Critical
                Accounting Policies




·
            Results
                of Operations




·
            Liquidity
                and Capital Resources




·
            Material
                Equity Transactions




**Overview**




I-trax,
      Inc. provides integrated workplace medical, pharmacy, wellness, and disease
      management services to enhance the health and productivity of the employees,
      dependents, and retirees of our clients. We deliver these services at or near
      the client’s worksite by opening, staffing and managing health centers and
      pharmacies dedicated to our clients and their eligible populations. We enhance
      our on-site services with larger scale disease management and wellness programs
      through the use of telephonic and e-health tools and pharmaceutical benefits
      management programs. We believe our clinicians deliver excellent care because
      of
      the trusted relationship they establish with their patients at the worksite.




We
      believe our services improve the health status of client populations and
      mitigate the upward cost trend experienced by employers, employees, and
      government agencies with respect to healthcare. By proactively managing the
      healthcare needs of our clients’ eligible populations, we believe our programs
      improve health, increase productivity, reduce absenteeism, reduce the need
      for
      future critical care, and manage overall costs. We also believe the breadth
      of
      our services allows our clients the flexibility to meet many of their needs
      in a
      cost-effective and professional manner.






14




As
      of
      March 31, 2007, we were providing services to over 100 clients, including large
      financial institutions, consumer products manufacturers, automotive and
      automotive parts manufacturers, diversified industrial companies, and
      a
      variety of other employers .
      As of
      March 31, 2007, we were operating 220 on-site facilities in 34 states. Our
      client retention rate is high due to strong client relationships that are
      supported by the critical nature of our services, the benefits achieved by
      employer and employee constituents, and the utilization of multi-year service
      contracts.




Historically,
      our on-site services separated into four general categories: occupational
      health, primary care and corporate health centers, and pharmacies. Traditional
      lines among the occupational health, primary care and corporate health
      categories are blurring, however, as employers seek unique combinations of
      services to challenge raising healthcare costs. Accordingly, although we
      continue to use the general categories to emphasize the primary purpose of
      a
      specific facility, we do so with the recognition that many components of
      excellent care are uniform across all of our facilities.




**Critical
      Accounting Policies**




A
      summary
      of significant accounting policies is disclosed in Note 2 to the consolidated
      financial statements included in our 2006 Annual Report. Our critical accounting
      policies are further described under the caption “Critical Accounting Policies”
in Management’s Discussion and Analysis of Financial Condition and Results of
      Operations in our 2006 Annual Report.




**Results
      of Operations**




***First
      Quarter Summary***




During
      the quarter ended March 31, 2007, we:




·
            Opened
                eight net new sites bringing total sites under management to
                220;




·
            Increased
                our net revenue 9.9% over the prior-year
                quarter;




·
            Increased
                gross profit by 15.1% over the prior-year quarter and improved our
                gross
                margin percentage to 24.3% from
                23.2%;




·
            Increased
                discretionary investment in selling, marketing and new product development
                efforts by $0.6 million from prior-year quarter while increasing
                our
                operating profit by 20.3%;




·
            Reported
                share-based compensation expenses of $0.5 million, an increase of
                $0.2
                million from the year ago quarter;
                and




·
            Reduced
                the future preferred stock dividend to a run rate of $0.1 million
                per
                quarter because of conversion of 267,350 shares of preferred stock
                plus
                accrued dividends on these shares into 3,100,088 shares of common
                stock.




***Consolidated
      Results*** **




The
      following table presents selected consolidated financial data for the three
      months ended March 31:






15




*$
      in
      thousands, except per share amounts*




**Consolidated Performance Summary**
            
            **2007**
            
            **2006**Net
                revenue
            
            $
            33,550
            
            $
            30,525Gross
                profit as % of net revenue
            
            
            24.3
            %
            
            23.2
            %General
                and administrative expense as % of net revenue
            
            
            21.1
            %
            
            19.6
            %Operating
                income
            
            $
            278
            
            $
            231Operating
                income as % of revenue
            
            
            0.8
            %
            
            0.8
            %Net
                loss
            
            $
            (8
            )
            $
            (29
            )Net
                loss applicable to common stockholders
            
            $
            (217
            )
            $
            (366
            )Diluted
                loss per share
            
            $
            (0.01
            )
            $
            (0.01
            )




***Three
      Months Ended March 31, 2007 Compared to Three Months Ended March 31,
      2006***




Revenue
      for the three months ended March 31, 2007 increased by $3.1 million to $33.6
      million, or by 9.9%, from $30.5 million for the three months ended March 31,
      2006. Last year’s results included $0.8 million of non-recurring revenue associated
      with the purchase of medication to treat or prevent avian flu .
      Excluding this prior period revenue, our revenue growth for the first quarter
      of
      2007 was 12.5%. Over the last 12 months we have opened 24 net new sites, and
      8
      net new sites subsequent to December 31, 2006. During the quarter, same site
      revenue growth was 2.4%.




Our operating expenses, that is our direct costs associated with the operation
        of our on-site and health management services, increased by $2.0 million
        to
        $25.4 million for the three months ended March 31, 2007 from $23.4 million
        for
        the three months ended March 31, 2006. The increase reflects the greater
        number
        of facilities under management and the growth of services provided to existing
        clients. Operating expenses as a percent of revenue were 75.7% for the first
        quarter of 2007, an improvement of 1.1 percentage points over the 76.8% achieved
        in the first quarter of 2006. Insurance-related expense reductions of $0.3
        million contributed to this improvement.




Our
      first
      quarter gross margin (net revenue minus operating expenses) increased to 24.3%
      of net revenue from 23.2% of net revenue in the prior-year quarter. Our ratio
      of
      new site gross margin to existing site gross margin at the end of the first
      quarter was 1.09.




We
      increased our general and administrative (“ **G&A** ”)
      expenses to $7.1 million for the three months ended March 31, 2007 from $6.0
      million for the three months ended March 31, 2006. Discretionary investments
      in
      sales and marketing and research and development account for $0.6 million of
      the
      increase. An additional increase of $0.2 million is attributable to increased
      SFAS 123R non-cash stock compensation expenses. The balance of the increase
      in
      G&A was $0.3 million or an increase of about 5.0% compared
      to total G&A expense for the first quarter of 2006.




16




We
      monitor our general and administrative expenses as a percentage of revenue.
      The
      following table shows (1) our total G&A expenses and (2) our G&A
      expenses excluding SFAS 123R stock compensation and discretionary spending
      for
      sales and marketing and research and development:




*$
      in
      thousands*




**Quarter
                Ended****March
                31,**
              **2007**
            
            **March
                31,**
              **2006**Net
                revenue
            
            $
            33,550
            
            $
            30,525Total
                G&A expenses
            
            
            7,064
            
            
            5,992G&A
                as % of revenue
            
            
            21.1
            %
            
            19.6
            %G&A
                excluding certain expenses(1)
            
            
            5,526
            
            
            5,258G&A
                excluding certain expenses as % of net revenue
            
            
            16.5
            %
            
            17.2
            %






(1)  Excludes
      SFAS 123R stock based compensation expense, new product development, and sales
      and marketing.




Our
      depreciation and amortization expenses were $0.8 million for the three months
      ended March 31, 2007, a decrease of $0.1 million as compared to $0.9 million
      for
      the three months ended March 31, 2006. Amortization expenses of $0.4 million
      for
      the first quarter of 2007 are primarily related to amortization of our customer
      list. Our depreciation expense of $0.4 million is consistent with the year-ago
      quarter. Over the past five quarters, our fixed asset investments have averaged
      approximately $0.4 million per quarter.




Our
      interest expense for the three months ended March 31, 2007 and 2006 was $0.1
      million. Interest expense is primarily attributable to our senior secured credit
      facility. Our average balance outstanding under our credit facility during
      the
      first quarter of 2007 was $8.7 million.




Amortization
      of financing costs for each of the three months ended March 31, 2007 and 2006
      was $0.1 million.




The
      provision for income taxes for the three months ended March 31, 2007 and 2006
      was $0.1 million and represented charges for state income taxes.




For
      the
      three months ended March 31, 2007 and 2006, our net loss was $8,000 and $29,000,
      respectively. Net loss applicable to common stockholders was $0.2 million and
      $0.3 million respectively for the three months ended March 31 2007 and 2006,
      respectively.




In
      summary, we increased our net revenue and gross profit through the addition
      of
      new sites and better margins overall at the site level. We used these resources
      largely for discretionary investments in sales, marketing and research and
      development in order to take advantage of market opportunities and raise our
      revenue growth rate and profitability in the future.




**Liquidity
      and Capital Resources**




***Summary***




Cash
      recorded on our consolidated balance sheet consists primarily of cash held
      by
      our insurance subsidiary. We utilize a revolving senior secured credit facility
      to manage our working capital needs during the year. Our payables and cash
      outlays are driven primarily by pass-through pharmaceutical purchases averaging
      $6.3 million every two weeks. During the first quarter of 2007, our
      weighted-average balance outstanding under our revolving credit facility was
      $8.7 million. As of March 31, 2007, $0.6 million was available under the
      facility. Borrowings under the facility at March 31, 2007 and December 31,
      2006
      were $13.4 million and $9.1 million, respectively.




17




We
      ended
      the first quarter with $7.1 million of cash and cash equivalents, an increase
      of
      $0.5 million from the end of 2006. Working capital, the ratio of current assets
      to current liabilities excluding dividends payable on Series A Convertible
      Preferred Stock in shares of common stock, was 1.58 at March 31, 2007, as
      compared to 1.06 at March 31, 2006.




**Description**
            
            **March
                31, 2007**
            
            **December
                31, 2006**Current
                ratio as calculated from the face of the balance sheet
            
            1.46
            
            1.12Current
                ratio after adjusting for the accrued preferred stock dividends,
              which
                are payable in common stock
            
            1.58
            
            1.27Current
                ratio after adjusting for the accrued preferred stock dividends,
              which
                are payable in common stock, and cash held in insurance company
                subsidiary
            
            1.25
            
            0.96




We
      believe that these ratios demonstrate adequate financial liquidity. We believe
      that availability under our credit facility and our cash and cash equivalents
      will be sufficient to meet our anticipated cash needs for the next 12 months.




***Cash
      Flows***




The
      following table summarizes our cash flows from operating, investing and
      financing activities for the three months ended March 31:




*$
      in
      thousands*




**2007**
            
            **2006**Total
                cash provided by (used in):Operating
                activities
            
            $
            (3,730
            )
            $
            1,214Investing
                activities
            
            
            (483
            )
            
            (389
            )Financing
                activities
            
            
            4,778
            
            
            733Increase
                in cash and cash equivalents
            
            $
            565
            
            $
            1,558




**Operating** ***Activities***




Cash
      used
      in operating activities was $3.7 million for the first quarter of 2007, compared
      with cash provided by operations of $1.2 million for the first quarter of 2006.
      This change is primarily attributable to increased accounts receivable balances
      and the reduction of current liabilities.




***Investing
      Activities***




Cash
      used
      in investing activities was $0.5 million for the first quarter of 2007 compared
      with $0.4 million for the comparable period of 2006. The primary purpose of
      our
      cash investment activities was to support our clinicians at site locations,
      improve our operational efficiency and create scalability for future service
      offerings. **** We
      anticipate similarly quarterly expenditures through 2007.




18




***Financing
      Activities***




Cash
      provided by financing activities was $4.8 million for the first quarter of
      2007,
      compared with $0.7 million for the first quarter of 2006. The increase in cash
      provided by financing activities for 2007, compared with 2006, was due to
      additional draws under our credit facility.




***Sources
      of Liquidity***




We
      rely
      on three principal sources of cash for liquidity: (1) funds generated by
      operating activities; (2) cash and cash equivalents in excess of the amounts
      necessary to meet reserve requirements in our insurance subsidiary; and (3)
      borrowings under our revolving credit facility. We believe funds generated
      from
      these sources will be sufficient to finance continuing operations and strategic
      initiatives for the next year. There can be no assurance, however, that we
      will
      continue to generate cash flows at or above current levels or that we will
      be
      able to maintain our ability to borrow under our credit facility.




We
      will,
      from time to time, consider the acquisition of, or investment in, complementary
      businesses, products, services and technologies, which would most likely affect
      our liquidity requirements or cause us to issue additional equity or debt
      securities.




If
      sources of liquidity are not available or if we cannot generate sufficient
      cash
      flow from operations during the next 12 months, we might be required to obtain
      additional sources of funds through additional operating improvements, capital
      market transactions (including the sale of common stock), asset sales or
      financing from third parties, or a combination of these options. We cannot
      provide assurance that these additional sources of funds will be available
      or,
      if available, would have reasonable terms.




Our
      revolving credit facility is secured by substantially all of our tangible
      assets. Borrowings under the facility bear interest at rates specified in the
      credit agreement. We also pay certain facility and agent fees. Amounts
      outstanding under letters of credit of $1.0 million at March 31, 2007 reduce
      amounts available under the facility. As of March 31, 2007, $0.6 million was
      available under the facility. Borrowings under the facility at March 31, 2007
      and December 31, 2006 were $13.4 million and $9.1 million, respectively.




Our
      ability to access our credit facility is subject to our compliance with the
      terms and conditions of the credit facility, including financial covenants
      that
      require us to maintain certain financial ratios. At March 31, 2007, we were
      in
      compliance with all such covenants.




The
      facility expires on April 1, 2008. We are currently negotiating a new credit
      facility and anticipate entering into a new facility or extending the maturity
      of our current facility by June 30, 2007. Further, because we use the credit
      facility to finance our bi-weekly pharmaceutical purchases (among other uses),
      because the size of those purchases has been increasing with the increasing
      number of pharmacies we operate, and because the amount available under the
      revolving facility was only $0.6 million at March 31, 2007, we are also seeking
      to increase the amount which we can borrow under the new or, if extended, the
      current facility.




***Contractual
      Obligations and Commitments***




We
      have
      various contractual obligations that are recorded as liabilities in our
      condensed consolidated financial statements. Other items, such as operating
      lease contract obligations are not recognized as liabilities in our condensed
      consolidated financial statements but are required to be disclosed.






19




The
      following table summarizes our significant contractual obligations at March
      31,
      2007, and the effect such obligations are expected to have on our liquidity
      and
      cash in future periods:




*$
      in
      thousands, except per share amounts*




**Payments
                due by period****Contractual
                obligations**
            
            **Total**
            
            **<
                1 Year**
            
            **1
                - 3 Years**
            
            **3
                - 5 Years**
            
            **>
                5 Years**Operating
                leases
            
            $
            3,900
            
            $
            1,553
            
            $
            2,144
            
            $
            203
            
            $
            --Less:
                Amounts reimbursed by clients(1)
            
            
            455
            
            
            404
            
            
            49
            
            
            2
            
            
            --$
            3,445
            
            $
            1,149
            
            $
            2,095
            
            $
            201
            
            $
            --




(1)
            From
                time to time, we enter into operating leases for offices and equipment
                leases on behalf of our clients in order to facilitate the delivery
                of our
                services at client locations. In such cases, our clients agree to
                reimburse us for the expenses incurred related to these operating
                leases.




**Material
      Equity Transactions**




The
      following table describes activity related to our Series A Convertible Preferred
      Stock during the quarter ended March 31:




**2007**Series
                A Convertible Preferred Stock converted
            
            
            267,350Common
                shares issued upon conversion
            
            
            2,673,500Common
                shares issued in satisfaction of dividends accrued
            
            
            426,588Total
                common shares issued upon Series A Convertible Preferred Stock conversions
            
            
            3,100,088




**Item
      3.**  **Quantitative
      andQualitative Disclosures About Market Risk**




Our
      senior secured credit facility is not subject to material interest-rate
      volatility risk. The interest rate on the credit facility during the quarter
      ended March 31, 2007 was 8.3%. If the interest rate on the debt were to increase
      to 9.5%, the resulting financial impact would not be material to our financial
      statements. We do not manage our debt interest-rate volatility risk through
      the
      use of derivative instruments.




Overall,
      there have been no material changes in our primary risk exposures or management
      of market risks since the prior year. We do not expect any material changes
      in
      our primary risk exposures or management of market risks for the foreseeable
      future.




**Item
          4.** **Controls
          and Procedures**




As
      of the
      end of the period covered by this Quarterly Report on Form 10-Q, our management,
      with the participation of our chief executive officer and chief financial
      officer, evaluated the effectiveness of our disclosure controls and procedures.
      Based on this evaluation, our chief executive officer and our chief financial
      officer have concluded that our disclosure controls and procedures are effective
      at the reasonable assurance level to ensure that information we are required
      to
      disclose in reports that we file or submit under the Securities Exchange Act
      of
      1934 is (A) recorded, processed, summarized and reported within the time periods
      specified in Securities and Exchange Commission rules and forms, and (B)
      accumulated and communicated to our management, including our chief executive
      officer and our chief financial officer, as appropriate to allow timely
      decisions regarding required disclosure. Our disclosure controls and procedures
      are designed to provide reasonable assurance that such information is








20




accumulated
      and communicated to our management. Our disclosure controls and procedures
      include components of our internal control over financial reporting.
      Management’s assessment of the effectiveness of our disclosure controls and
      procedures is expressed at the level of reasonable assurance because a control
      system, no matter how well designed and operated, can provide only reasonable,
      but not absolute, assurance that the control system’s objectives will be met.




There
      were no changes in our internal control over financial reporting that occurred
      during the quarterly period ended March 31, 2007 that have materially
      effected, or are reasonably likely to materially effect, our internal control
      over financial reporting.




**PART
      II.**  **OTHER
      INFORMATION**




**Item
          1.** **Legal
          Proceedings**




Certain
      of our subsidiaries are involved in various claims and legal actions arising
      in
      the ordinary course of business. In the opinion of management, the ultimate
      disposition of these matters will not have a material adverse effect on our
      overall consolidated financial position, results of operations or
      liquidity.




**Item
      1A.**  **Risk
      Factors**




There
      were no material changes during the quarter ended March 31, 2007 from the risk
      factors as previously disclosed in our 2006 Annual Report.




**Item
      2.**  **Unregistered
      Sales of Equity Securities and Use of Proceeds**




**Issuance
      of Unregistered Securities**




Between
      January 17, 2007 and March 6, 2007, 11 stockholders converted 267,350 shares
      of
      the Company’s Series A Convertible Preferred Stock into 2,673,500 shares of
      common stock. In these conversions, we also issued an additional 426,588 shares
      of our common stock in payment of accrued dividends on the converted shares
      of
      Series A Convertible Preferred Stock. The shares issued upon conversion,
      including the shares representing payment of the dividends, were exempt from
      registration under Section 3(a)(9) of the Securities Act of 1933, as amended.




On
      February 22, 2007, an investor exercised warrants to purchase an aggregate
      of
      482,000 shares of our common stock at an exercise price of $2.50 per share.
      In
      lieu of paying the exercise price in cash, the investor used the warrants’
cashless exercise feature, such that the investor received 171,432 shares of
      our
      common stock and surrendered to us for cancellation 310,568 shares of our common
      stock. In undertaking this issuance, we relied on an exemption from registration
      under Section 4(2) of the Securities Act of 1933, as amended.




**Purchases
      of Equity Securities by the Issuer and Affiliated
      Purchases**




None.  21




**Item
      3.**  **Defaults
      Upon Senior Securities**




None.




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




We
      did
      not submit any matters to a vote of our security holders during the quarter
      ended March 31, 2007.




**Item
      5. Other Information**




None.




**Item
      6. Exhibits**




**Number**
              **Exhibit
                  Title**10.1
              Letter
                  datedand
                  effective as of March 30, 2007,
                  from Bank of America, N.A.15
              Awareness
                  letter of Goldstein Golub Kessler LLP regarding
                  unaudited interim financial information.31.1
              Chief
                  Executive Officer Certification Pursuant to Rule
                  13a-14(a) and 15d-14(a) of the Securities Exchange Act of
                  1934.31.2
              Chief
                  Financial Officer Certification Pursuant to Rule
                  13a-14(a) and 15d-14(a) of the Securities Exchange Act of
                  1934.32.1
              Certification
                  Pursuant to 18 U.S.C. Section 1350, as
                  Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
                  2002.32.2
              Certification
                  Pursuant to 18 U.S.C. Section 1350, as
                  Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
                  2002.




**SIGNATURES**




Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, the registrant has duly caused this report to be signed on its behalf
      by
      the undersigned, thereunto duly authorized as of May 10, 2007.




I-TRAX,
      INC.





By:  /s/
      R.
      Dixon Thayer


R.
      Dixon
      Thayer, Chief Executive Officer


(Principal
      Executive Officer)








By:  /s/
      David R. Bock


David
      R.
      Bock, Executive Vice President and Chief Financial Officer


(Principal
      Financial and Accounting Officer)