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

                                  FORM 10-QSB/A

(Mark One)

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

                 For the quarterly period ended: March 31, 2000

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

                         Commission File Number: 0-30275

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

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

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

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

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

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the last  practicable  date: As of March 31, 2000, the Registrant
had 17,828,084 shares of its $0.001 par value Common Stock outstanding.

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


<PAGE>
                                      INDEX

                                                                            Page

PART I  FINANCIAL INFORMATION............................................... 3
   Item 1.  Financial Statements ........................................... 3
   Item 2.  Management's Discussion and Analysis of Financial Condition
            and Results of Operations.......................................15

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




























                                       1
<PAGE>


PART I   Financial Statements

Item 1.  Financial Statements


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



                                                                   Page
                                                                  Number

Balance sheets at March 31, 2000 (unaudited) and
    December 31, 1999                                                3

Statements of operations for the three months
    ended March 31, 2000 and 1999 (unaudited)                        4

Statement of stockholders' equity for the
    three months ended March 31, 2000 (unaudited)                    5

Statements of cash flows for the three months
    ended March 31, 2000 and 1999 (unaudited)                       6

Notes to financial statements (unaudited)                          7-14




















                                       2
<PAGE>

                                                     I-TRAX.COM, INC.
                                                      BALANCE SHEETS

                                                          ASSETS

<TABLE>
<CAPTION>
<S>                                                                             <C>                       <C>
                                                                                     March 31,
                                                                                       2000                   December 31,
                                                                                    (unaudited)                  1999
                                                                                    -----------              ------------

Current assets:
     Cash                                                                       $       1,387,547         $       195,728
     Accounts receivable                                                                  213,183                 412,038
     Prepaid expenses and other costs                                                     169,524                  24,770
                                                                                -----------------          --------------
         Total current assets                                                           1,770,254                 632,536
                                                                                -----------------          --------------

Property and equipment, net                                                                56,129                  36,120
Security deposits                                                                          49,662                  40,162
                                                                                -----------------          --------------
         Total assets                                                          $        1,876,045         $       708,818
                                                                               ==================         ===============


                                           LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
     Accounts payable and accrued expenses                                     $          144,865         $       192,578
     Convertible note payable                                                                   -                  37,500
     Due to related parties                                                                48,048                  66,048
                                                                                -----------------          --------------
         Total current liabilities                                                        192,913                 296,126
                                                                                -----------------          --------------

Commitments & Contingencies  (Note 5)                                                        -                          -

Stockholders' Equity:
     Preferred Stock  - $.001 par value, 2,000,000 shares authorized,
         -0- issued and outstanding                                                          -                          -
     Common Stock - $.001 par value, 50,000,000 shares authorized,
       17,828,084 and 16,028,084 issued and outstanding, respectively                      17,828                  16,028
     Additional paid-in capital                                                         2,948,879               1,043,299
     Accumulated deficit                                                               (1,283,575)              (646,635)
                                                                                ------------------         --------------
         Total stockholders' equity                                                     1,683,132                 412,692
                                                                                -----------------          --------------

Total Liabilities and Stockholders' Equity                                     $        1,876,045         $       708,818
                                                                               ==================         ===============


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






                                                            3
<PAGE>


                                     I-TRAX.COM, INC.
                                 STATEMENTS OF OPERATIONS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                        (UNAUDITED)
<TABLE>
<CAPTION>
<S>                                                        <C>                    <C>
                                                      Three months           Three months
                                                         ended                  ended
                                                        March 31,             March 31,
                                                          2000                   1999
                                                      ------------           ------------

Revenue                                               $       --             $    223,950
                                                      ------------           ------------

Operating expenses:
     Cost of revenue                                          --                  124,083
     Selling, general and administrative                   647,586                108,992
     Research and development                                  583                 41,707
                                                      ------------           ------------
Total operating expenses                                   648,169                274,782
                                                      ------------           ------------

Loss before other income
     (expenses) and provision for income tax              (648,169)               (50,832)
                                                      ------------           ------------

Other income (expenses):
     Miscellaneous income                                   11,253
     Interest expense                                          (24)                  (168)
                                                      ------------           ------------
Total other income (expenses)                               11,229                   (168)
                                                      ------------           ------------

Loss before provision for income taxes                    (636,940)               (51,000)
                                                      ------------           ------------

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

Net loss                                              $   (636,940)          $    (51,000)
                                                      ============           ============

Basic:
     Net loss                                         $       (.04)          $       (.06)
                                                      ============           ============

Weighted average number of shares
     outstanding                                        16,928,084                853,000
                                                      ============           ============



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






                                            4
<PAGE>


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

                                                     I-TRAX.COM, INC.
                                      STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
                                         FOR THE THREE MONTHS ENDED MARCH 31, 2000
                                                        (UNAUDITED)


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

Balances at December 31, 1999         16,028,084    $    16,028      $   1,043,299         $(646,635)      $      412,692

Sale of common stock,
    net of costs                       1,800,000          1,800          1,793,080                 -            1,794,880

Grant of Non-Qualified and
Non-Plan options to consultants as
consideration for services rendered            -              -            112,500                 -              112,500

Net loss for the three months
    ended March 31, 2000                       -              -                  -          (636,940)          (636,940)
                                    ------------    -----------      -------------      -------------       ------------

Balances at March 31, 2000            17,828,084    $    17,828      $   2,948,879      $ (1,283,575)       $   1,683,132
                                    ============    ===========      =============      =============       =============



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




                                                            5
<PAGE>



                                          I-TRAX.COM, INC
                                     STATEMENTS OF CASH FLOWS
                        FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                            (UNAUDITED)

<TABLE>
<CAPTION>
                                                               Three months          Three months
                                                                  ended                 ended
                                                                 March 31,             March 31,
                                                                    2000                  1999
                                                               -----------           -----------
Operating activities:
<S>                                                            <C>                   <C>
     Net loss                                                  $  (636,940)          $   (53,804)
     Adjustments to reconcile net loss to net
       cash used for operating activities:
       Depreciation and amortization                                 7,204                   542
     Grant of non-qualified and non-plan options to
       consultants for services                                    112,500                  --

Decrease (increase) in:
     Accounts receivable                                           198,855                42,550
     Prepaid expenses and other current assets                    (144,754)              (16,150)
     Security deposits                                              (9,500)                 --
(Decrease) increase in:
     Accounts payable and accrued expenses                         (47,713)              (72,231)
                                                               -----------           -----------
Net cash used for operating activities                            (520,348)              (99,093)
                                                               -----------           -----------

Investing activities:
     Purchase of property and equipment                            (27,213)               (3,298)
                                                               -----------           -----------
Net cash used for investing activities                             (27,213)               (3,298)
                                                               -----------           -----------

Financing activities:
     (Repayment of) proceeds from notes payable                    (37,500)              150,000
     Repayments to related parties                                 (18,000)                 --
     Net proceeds from sale of common stock                      1,794,880                  --
                                                               -----------           -----------

Net cash provided by financing activities                        1,739,380               150,000
                                                               -----------           -----------

Net increase in cash                                             1,191,819                47,609

Cash and cash equivalents at beginning of year                     195,728                52,882
                                                               -----------           -----------

Cash and cash equivalents at end of year                       $ 1,387,547           $   100,491
                                                               ===========           ===========

Supplemental disclosure of non-cash flow information:
   Cash paid during the year for:
       Interest                                                $        24           $       168
                                                               ===========           ===========
       Income taxes                                            $      --             $      --
                                                               ===========           ===========
</TABLE>


                    See accompanying notes to financial statements (unaudited).






                                                6
<PAGE>


                                I-TRAX.COM, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                   (UNAUDITED)

NOTE 1-- ORGANIZATION AND NATURE OF BUSINESS

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

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

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




                                       7
<PAGE>


                                I-TRAX.COM, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                   (UNAUDITED)

NOTE 1-- ORGANIZATION AND NATURE OF BUSINESS (cont'd)

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

          The Company has incurred substantial losses since incorporation. As of
          March 31, 2000, the accumulated deficit was $1,283,575.  Moreover, the
          Company  expects  that its  operating  losses  will  continue  for the
          foreseeable  future.  The  Company's  ability to  continue  as a going
          concern is primarily  based on raising  sufficient  equity to meet its
          objectives.

NOTE 2--  INTERIM RESULTS AND BASIS OF PRESENTATION

          The  unaudited  financial  statements as of March 31, 2000 and for the
          three month  periods  ended March 31, 2000 and 1999 have been prepared
          by us and are  unaudited.  In our  opinion,  the  unaudited  financial
          statements  have  been  prepared  on the  same  basis  as  the  annual
          financial  statements and reflect all adjustments,  which include only
          normal  recurring   adjustments,   necessary  to  present  fairly  the
          financial  position  as of  March  31,  2000  and the  results  of our
          operations  and cash flows for the three month periods ended March 31,
          2000 and 1999.

          The results for the three  month  period  ended March 31, 2000 are not
          necessarily   indicative  of  the  results  to  be  expected  for  any
          subsequent quarter or the entire fiscal year ending December 31, 2000.
          The balance  sheet at  December  31,  1999 has been  derived  from the
          audited financial statements at that date.




                                       8
<PAGE>


                                I-TRAX.COM, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                   (UNAUDITED)

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

          Certain  information  and footnote  disclosures  normally  included in
          financial  statements  prepared in accordance with generally  accepted
          accounting  principles have been condensed or omitted  pursuant to the
          Securities  and Exchange  Commission's  rules and  regulations.  It is
          suggested  that  these  unaudited  financial  statements  be  read  in
          conjunction  with our audited  financial  statements and notes thereto
          for the year ended December 31, 1999 as included in our report on Form
          10-SB filed on April 10, 2000.

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

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

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

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

NOTE 3-- CONVERTIBLE NOTE PAYABLE

          During 1996, the Company issued  subordinated  convertible  promissory
          notes to investors,  accruing  interest at an annual rate of 10% which
          were  convertible  into shares of common stock at a conversion rate of
          one share for each $5 of principal and accrued and unpaid interest.


                                       9

<PAGE>


                                I-TRAX.COM, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                   (UNAUDITED)

NOTE 3-- CONVERTIBLE NOTE PAYABLE (cont'd)

          During  October  1999,  all such  noteholders,  except one,  agreed to
          convert  their  principal  balance  on the  notes  which  amounted  to
          $405,500 at $1.50 per share.  Accordingly,  the Company issued 270,333
          shares of its common  stock to certain  noteholders.  All interest due
          pursuant to the notes was waived by all  noteholders.  The convertible
          note balance at December 31, 1999 amounting to $37,500  represents one
          noteholder  who  did  not  convert  the  note  to  common  stock,  and
          accordingly,  was repaid  the  principal  balance  in full  during the
          quarter ended March 31, 2000.

NOTE 4-- DUE TO RELATED PARTIES

          Due to related  parties as of March 31, 2000  amounting  to $48,048 is
          comprised of the following:

               i)   Advances made by a former officer of Memberlink amounting to
                    $35,683.  The former officer and current  shareholder of the
                    Company has agreed to a repayment  of the advances at a rate
                    of $3,000 per month  until  fully  paid,  without  interest,
                    commencing April 2000.

               ii)  Advances   made  by  a  current   officer  of  the   Company
                    (previously an officer of Memberlink) amounting to $679. The
                    amount is due on demand and is non-interest bearing.

               iii) Advances made by a relative of the officer discussed in (ii)
                    above amounting to $11,686. The amount is also due on demand
                    and is non-interest bearing.

NOTE 5 - COMMITMENTS AND CONTINGENCIES

               a)   Lack of Insurance

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

               b)   Significant customers and vendors.

                    For the three months  ended March 31, 1999,  the Company had
                    one unrelated  customer,  which accounted for 100%, of total
                    revenues.  As  of  March  31,  2000,  the  Company  had  one
                    unrelated  customer,  which  accounted  for 76% of  accounts
                    receivables.




                                       10
<PAGE>


                                I-TRAX.COM, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                   (UNAUDITED)

NOTE 5 - COMMITMENTS AND CONTINGENCIES (cont'd)

               c)   Office Lease

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

                    The Company's  approximate  future minimum  rental  payments
                    under non-cancelable  operating leases in effect on December
                    31, 1999 are as follows:

                                        2000                $    161,376
                                        2001                     166,212
                                        2002                     171,192
                                        2003                     176,352
                                        2004                     151,370
                                                                --------
                                                            $    826,502

                    Prior to October 1999,  the Company rented office space on a
                    month to month basis at a rate of  approximately  $2,500 per
                    month for a portion of the year ended December 31, 1999.

                    Rent  expense for the three  months ended March 31, 2000 and
                    1999   amounted   to   approximately   $43,439  and  $7,500,
                    respectively.

               d)   Employment Agreements

               i)   On June 1, 1999,  Member-Link  entered into four  employment
                    agreements  with  certain  officers'  of  the  Company.  The
                    employment  agreements terminate on May 31, 2000 with annual
                    salaries  ranging from  $125,000 to $175,000.  Subsequent to
                    year end,  the Company  began  renegotiating  the  remaining
                    three employment  agreements  (since one was terminated) due
                    to the merger effectuated on December 30, 1999.

               ii)  Effective  April  4,  2000,  the  Company  and  an  employee
                    responsible  to act as  in-house  counsel  for the  Company,
                    executed an agreement of settlement  for the  termination of
                    the underlying employment agreement entered on June 1, 1999.
                    The  Company  agreed  to pay  $50,000,  payable  in  $10,000
                    monthly installments commencing April 15, 2000 as settlement
                    payments. The Company also agreed to arrange for the sale of
                    70,000 shares of the employee's  common stock in the Company
                    at a price of not less than $1.25 per share.




                                       11
<PAGE>


                                I-TRAX.COM, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                   (UNAUDITED)


NOTE 5 - COMMITMENTS AND CONTINGENCIES (cont'd)

               d)   Employment Agreements (contd)

               iii) The Company entered into an employment agreement on November
                    29, 1999,  with an individual to act as the Company's  Chief
                    Medical Officer at an annual salary of $85,000. In addition,
                    the  Company  agreed to grant  options to  purchase  100,000
                    shares  of common  stock in  accordance  with the  Company's
                    newly  established 2000 Equity  Compensation  Plan (see note
                    9(c)).   Such  options  will  vest  in   increments   to  be
                    determined, but in no event no later than November 29, 2002.
                    Such  individual  also received  additional  100,000  common
                    shares,  valued at $12,500 for past services rendered to the
                    Company during the year ended December 31, 1999. Lastly, the
                    individual  is also  entitled  to a sales  bonus  for  sales
                    (after  costs  and  related   expenses)  of  the   Company's
                    application systems for which he is primarily responsible.

               e)   Judgments

                    During 1998,  several  judgments  were entered  against U.S.
                    Medical Alliance,  the predecessor to the Company,  relating
                    among other things,  the Company's prior line of business of
                    managing  physician  practices.  The allegations made in the
                    underlying  suits  relate  to  wrongful  discharge,  general
                    breach of contract, breach of equipment lease agreements and
                    miscellaneous  vendor claims.  The aggregate  amount of such
                    judgments entered against the Company and certain associated
                    physicians is approximately $600,000. None of the plaintiffs
                    in the  underlying  suits have  attempted  to collect on the
                    entered  judgments.  While it remains  unclear  whether  the
                    Company  can   successfully   satisfy  the  judgments  in  a
                    favorable manner,  based on a reasoned opinion issued by the
                    Company's special counsel retained to resolve these matters,
                    the Company accrued,  as of December 31, 1999,  $22,500 as a
                    reserve for satisfying such judgments.




                                       12
<PAGE>


                                I-TRAX.COM, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                   (UNAUDITED)


NOTE 6-- STOCKHOLDERS' EQUITY

               a)   Issuance of common stock for settlement of debt

                    During 1996,  the Company  issued  subordinated  convertible
                    promissory notes to investors accruing interest at an annual
                    rate of 10% which  were  convertible  into  shares of common
                    stock  at a  conversion  rate of one  share  for  each $5 of
                    principal and accrued and unpaid interest.

                    During  October  1999,  all such  noteholders,  except  one,
                    agreed to convert their principal balance on the notes which
                    amounted to $405,500  at $1.50 per share.  Accordingly,  the
                    Company issued 270,333 shares of its common stock to certain
                    noteholders.  All accrued and unpaid  interest on such notes
                    was waived by all noteholders.  The convertible note balance
                    at December  31, 1999  amounting to $37,500  represents  one
                    noteholder who did not convert the note to common stock, and
                    accordingly, was repaid the principal balance in full during
                    the quarter ended March 31, 2000.

               b)   Sale of common stock

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

               c)   2000 Equity Compensation Plan

                    During  February  2000,  the  Company  established  the 2000
                    Equity   Compensation  Plan  (the  "Plan")  to  provide  (i)
                    designated  employees  of the Company and its  subsidiaries,
                    (ii) certain  consultants and advisors who perform  services
                    for the Company or its subsidiaries,  and (iii) non-employee
                    members of the Board of  Directors  of the Company  with the
                    opportunity  to receive  grants of incentive  stock options,
                    non-qualified   stock  options  and  restricted  stock.  The
                    aggregate  number of shares of common  stock of the  Company
                    that  may  be  issued  or  transferred  under  the  Plan  is
                    3,000,000 shares.  The maximum aggregate number of shares of
                    that shall be  subject to grants  made under the Plan to any
                    individual during any calendar year shall be 350,000 shares.


                                       13

<PAGE>


                                I-TRAX.COM, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                   (UNAUDITED)


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

               c)   2000 Equity Compensation Plan (cont'd)

                    As of March 31,  2000,  the Company has granted an aggregate
                    of  550,000  incentive  and   non-qualified   stock  options
                    pursuant  to the above  plan with  exercise  prices  ranging
                    between $1 and $2 per shares  pursuant  to a vesting  period
                    commencing June 12, 2000 through March 14, 2002.

                    In  addition,  during the three months ended March 31, 2000,
                    the Company granted 250,000 non-plan options to a consultant
                    which vest over a period of six months commencing January 1,
                    2000. For the three months ended March 31, 2000, the Company
                    recorded $112,500 of consulting  expenses on account of such
                    options.

NOTE 7-- SUBSEQUENT EVENT

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









                                       14
<PAGE>


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

Basis of Presentation

           The  following  discussion  of the  financial  condition  and related
results of operations of I-Trax.com,  Inc. (the "Company") should be reviewed in
conjunction  with the  financial  statements  of the Company  and related  notes
appearing on the  preceding  pages as well as the  Company's  audited  financial
statement  for  the  fiscal  year  ended  December  31,  1999,  attached  to our
Registration  Statement  on Form  10-SB,  filed on April 10,  2000.  The Company
believes  that the  merger  of  Member-Link  Systems,  Inc.,  into  the  Company
effective  as of December  30, 1999 will have  substantial  impact on its future
operating results.

Introduction

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

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

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

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




                                       15
<PAGE>


Overview

           The Company has  historically  developed  enterprise or client server
applications  for  collecting  disease  specific data at the point of care.  The
Company  has just begun the  development  of its  Internet  applications  and no
revenues have been generated  from these  applications.  The Company  intends to
increase  significantly  its  expenditures  primarily  in the  areas of  product
development,  client services, business development, and sales and marketing. As
a result,  the Company expects to incur  substantial  operating  losses over the
next twelve months.

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

Results of Operations

Three Months Ended March 31, 2000 Compared to Three Months Ended March 31, 1999.

           Total  revenues  for  quarter  ended  March 31,  2000  were  $0.00 as
compared to $223,950 for the quarter ended March 31, 1999.

           Cost of Revenue  was $0.00 for the  quarter  ended  March 31, 2000 as
compared to $124,083 for the same items in the first quarter of 1999, consisting
primarily of computer hardware, networking and consulting.

           Research and  development  expenses  amounted to $583 for the quarter
ended March 31,  2000,  as  compared to $41,707 for the quarter  ended March 31,
1999, which consisted primarily of employee compensation and information systems
personnel.  Although the Company has expensed its R&D costs in the past, it will
likely  capitalize a  significant  percentage of the costs  associated  with the
development of its web-based versions of its existing products in the future.

           Selling,  general and  administrative  expenses consist  primarily of
compensation for legal, finance, sales, management,  travel, rent, telephone and
consulting services.  Selling, general and administrative expenses were $647,586
for the quarter  ended March 31, 2000 and $108,992  for the quarter  ended March
31, 1999. The increase  resulted  primarily from  increased  costs  necessary to
support the growth of the Company's business activities.  The Company intends to
increase the amounts it spent in these  categories to support  continued  growth
and expansion in future periods.




                                       16
<PAGE>


Liquidity and Capital Resources

           The Company's  accumulated  deficit of $1,283,575  from inception has
been funded through capital  contributions  from the sale of common stock of the
Company.  On February 20,  2000,  the Company  completed a private  placement of
1,800,000  shares of its Common  Stock at $1.00 per share to fund the next phase
of the  Company's  planned  expansion.  The Company  believes  that these funds,
together  with  anticipated  revenue,  will be  sufficient to meet the Company's
present business  expansion  requirements  until the end of the third quarter of
2000.  Although the Company plans to seek additional capital during that period,
there can be no assurance  that such  financing  will be available on acceptable
terms, if at all.

           At March 31,  2000,  the  Company's  cash and cash  equivalents  were
$1,387,547.  The  Company's  principal  source of liquidity is the cash obtained
from the private placement  transaction.  The Company currently has no available
credit facilities to fund operating cash flow or investment opportunities.

         During  1998,  several  judgments  were entered  against  U.S.  Medical
Alliance,  the predecessor to the Company,  relating among other things,  to the
Company's  prior  line  of  business  of  managing  physician   practices.   The
allegations made in the underlying suits relate to wrongful  discharge,  general
breach of  contract,  breach of equipment  lease  agreements  and  miscellaneous
vendor  claims.  The  aggregate  amount of such  judgments  entered  against the
Company and certain associated physicians is approximately $600,000. None of the
plaintiffs in the  underlying  suits has attempted to collect on the  judgments.
While it remains  unclear  whether  the  Company  can  successfully  satisfy the
judgments  in a  favorable  manner,  based on a reasoned  opinion  issued by the
Company's  special  counsel  retained to resolve these matters,  the Company has
accrued, as of December 31, 1999,  approximately  $22,500, with a related charge
to operations, as a reserve for satisfying such judgments.

Factors Affecting the Company's Business and Prospects

         The  Company  expects to  experience  significant  fluctuations  in its
future quarterly  operating  results due to a variety of factors,  many of which
are outside the Company's control.  These issues are discussed more fully in the
Risk Factors section in Item 1 of this Form 10-SB.

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.





                                       17
<PAGE>



Year 2000 Preparation

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

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


PART II  Other Information

Item 1. Legal Proceedings

         None.

Item 2. Change in Securities

         On February 20, 2000, we completed the sale of 1,800,000  shares of our
Common Stock for an aggregate  consideration of $1,800,000,  at a price of $1.00
per share, in a series of closings pursuant to a private placement to accredited
investors.  The entire  proceeds of the Private  Placement,  $1,794,880  (net of
costs),  is being used by the  Company  for  working  capital.  In issuing  such
private  placement  shares,  we relied on an exemption from  registration  under
Section 4(2) of the Securities  Act and  Regulation D thereunder.  We filed with
the SEC a Form D in  connection  with the issuance of our shares in this private
placement.

Item 3. Defaults Upon Senior Securities

         None.

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

         None.

Item 5. Other Information

         None.

Item 6. Exhibits and Reports on Form 8-K

         27.1     Financial data schedule.








                                       18
<PAGE>


                                   SIGNATURES

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


                                      I-TRAX.COM, INC.


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
































                                       19