UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended: September 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT
Commission File Number: 0-30275
I-TRAX.COM, INC.
------------------------------------------
(Exact name of small business issuer in its charter)
Delaware 13-3212593
------------------------------- --------------------
(State or other jurisdiction) (I.R.S. Employer
Identification No.)
One Logan Square, 130 N. 18th Street, Philadelphia PA 19103
-----------------------------------------------
(Address of principal executive offices)
(215) 557-7488
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(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the last practicable date: As of November 9, 2000, the Registrant
had 18,730,834 shares of its $0.001 par value Common Stock outstanding.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X ]
INDEX
Page
PART I FINANCIAL INFORMATION...............................................3
Item 1. Financial Statements .............................................3
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations........................................20
PART II OTHER INFORMATION.................................................25
Item 1. Legal Proceedings................................................25
Item 2. Changes in Securities............................................25
Item 3. Defaults upon Senior Securities..................................25
Item 4. Submission of Matters to a Vote of Security Holders..............25
Item 5. Other Information................................................25
Item 6. Exhibits and Reports on Form 8-K.................................25
2
Part I Financial Statements
Item 1. Financial Statements
I-TRAX.COM, INC.
INDEX TO FINANCIAL STATEMENTS
(UNAUDITED)
Page
Number
Balance sheets at September 30, 2000 (unaudited) and
December 31, 1999 4
Statements of operations for the three months
ended September 30, 2000 and 1999 (unaudited) 5
Statements of operations for the nine months
ended September 30, 2000 and 1999 (unaudited) 6
Statement of stockholders' equity for the
nine months ended September 30, 2000 (unaudited) 7
Statements of cash flows for the nine months
ended September 30, 2000 and 1999 (unaudited) 8
Notes to financial statements (unaudited) 9 to 19
3
I-TRAX.COM, INC.
BALANCE SHEETS
ASSETS
September 30,
2000 December 31,
(unaudited) 1999
Current assets:
Cash $ 311,181 $ 195,728
Accounts receivables, net 339,094 412,038
Prepaid expenses 121,606 18,770
Other receivables 75,414 --
----------- -----------
Total current assets 847,295 626,536
----------- -----------
Office equipment and furniture, net 327,152 36,120
Software development costs 210,750 6,000
Security deposits 128,163 40,162
----------- -----------
Total assets $ 1,513,360 $ 708,818
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 418,123 $ 20,502
Accrued expenses 31,442 172,076
Convertible note payable -- 37,500
Due to related party 683 66,048
Capital lease payable 5,689 --
Deferred revenue 315,280 --
----------- -----------
Total current liabilities 771,217 296,126
----------- -----------
Capital lease obligation, net of current portion 27,266 --
----------- -----------
Total liabilities 798,483 296,126
----------- -----------
Commitments & Contingencies (Note 5) -- --
Stockholders' Equity:
Preferred Stock - $.001 par value, 2,000,000 shares authorized,
-0- issued and outstanding -- --
Common Stock - $.001 par value, 50,000,000 shares authorized,
18,710,834 and 16,028,084 issued and outstanding, respectively 18,711 16,028
Additional paid in capital 4,870,996 1,043,299
Accumulated deficit (4,141,496) (646,635)
Deferred expenses (33,334) --
----------- -----------
Total stockholders' equity 714,877 412,692
----------- -----------
Total Liabilities and Stockholders' Equity $ 1,513,360 $ 708,818
=========== ===========
See accompanying notes to financial statements (unaudited)
4
I-TRAX.COM, INC.
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
Three months Three months
ended ended
September 30, September 30,
2000 1999
(unaudited) (unaudited)
Revenue $ 212,936 $ 364,557
------------ ------------
Operating expenses:
Cost of revenue 117,610 21,406
General and administrative 1,624,457 213,005
Marketing and advertising 8,686 8,325
------------ ------------
Total operating expenses 1,750,753 242,736
------------ ------------
(Loss) income before other income (expenses)
and provision for income tax (1,537,817) 121,821
------------ ------------
Other income (expenses):
Miscellaneous income 11,718 --
Interest income 4,730 --
Interest expense (944) (87)
------------ ------------
Total other income (expense) 15,504 (87)
------------ ------------
(Loss) income before provision for income taxes (1,522,313) 121,734
------------ ------------
Provision for income taxes -- --
------------ ------------
Net (loss) income $ (1,522,313) $ 121,734
============ ============
Basic:
Net loss $ (.08) $ .01
============ ============
Weighted average number of shares
outstanding 18,325,647 13,472,534
============ ============
See accompanying notes to financial statements (unaudited)
5
I-TRAX.COM, INC.
STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
For the nine For the nine
months ended months ended
September 30, 2000 September 30, 1999
(unaudited) (unaudited)
Revenue $ 277,163 $ 601,376
------------ ------------
Operating expenses:
Cost of revenue 163,123 209,705
General and administrative expenses 3,372,752 702,028
Marketing and advertising 130,838 19,908
------------ ------------
Total operating expenses 3,666,713 931,641
------------ ------------
Loss before other income (expenses)
and provision for income taxes (3,389,550) (330,265)
------------ ------------
Other income (expenses):
Miscellaneous income 69,078 --
Interest income 4,730 --
Interest expense (2,619) (255)
Provision for loss contingency (176,500) --
------------ ------------
Total other income (expenses) (105,311) (255)
------------ ------------
Loss before provision for income taxes (3,494,861) (330,520)
------------ ------------
Provision for income taxes --
------------ ------------
Net loss $ (3,494,861) $ (330,520)
============ ============
Basic:
Net loss $ (.20) $ (.03)
============ ============
Weighted average number of
common shares outstanding 17,767,904 10,409,601
============ ============
See accompanying notes to financial statements (unaudited)
6
I-TRAX.COM, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
(UNAUDITED)
Additional Total
Common Stock Paid-in Accumulated Deferred Stockholders'
Shares Amount Capital Deficit Expenses Equity
----------- ----------- ----------- ----------- ----------- -----------
Balances at December 31, 1999 16,028,084 $ 16,028 $ 1,043,299 $ (646,635) $ -- $ 412,692
Sale of common stock,
net of costs (Note 6 (a) (i)) 1,800,000 1,800 1,793,080 -- -- 1,794,880
Sale of common stock
(Note 6 (a) (ii)) 840,250 840 1,679,660 -- -- 1,680,500
Common stock issued in
exchange for services
endered 25,000 25 49,975 -- (33,334) 16,666
Common stock issued in
connection with conversion
of related party debt 17,500 18 34,982 -- -- 35,000
Grant of Non-qualified and Non-Plan
Options to consultants as
consideration for services -- -- 270,000 -- -- 270,000
Net loss for the nine months
ended September 30, 2000 -- -- -- (3,494,861) -- (3,494,861)
----------- ----------- ----------- ----------- ----------- -----------
Balances at September 30, 2000 18,710,834 $ 18,711 $ 4,870,996 $(4,141,496) $ (33,334) $ 714,877
=========== =========== =========== =========== =========== ===========
See accompanying notes to financial statements (unaudited)
7
I-TRAX.COM, INC
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
Nine months Nine months
ended ended
September 30, September 30,
2000 1999
(unaudited) (unaudited)
----------- -----------
Cash flows from operating activities:
Net loss $(3,494,861) $ (330,520)
Adjustments to reconcile net loss to net
cash used for operating activities:
Depreciation and amortization 22,809 4,664
Grant of Non-Qualified and Non-Plan options as
consideration for services 270,000 --
Decrease (increase) in:
Accounts receivable 72,944 80,430
Prepaid expenses (85,448) --
Other receivables (75,414) --
Security deposits (88,001) --
(Decrease) increase in:
Accounts payable 379,621 39,098
Accrued expenses (123,246) (2,257)
Deferred revenue 315,280 --
----------- -----------
Net cash used for operating activities (2,806,316) (208,585)
----------- -----------
Cash flows from investing activities:
Purchase of office equipment and furniture (279,661) (29,693)
Increase in software development costs (204,750) --
----------- -----------
Net cash used for investing activities (484,411) (29,693)
----------- -----------
Cash flows from financing activities:
Capital lease principal payments (1,335) --
(Repayment of) proceeds from convertible notes payable (37,500) 150,000
Repayments to related parties (30,365) (10,121)
Net proceeds from sale of common stock 3,475,380 58,500
----------- -----------
Net cash provided by financing activities 3,406,180 198,379
----------- -----------
Net increase (decrease) in cash 115,453 (39,899)
Cash and cash equivalents at beginning of period 195,728 52,883
----------- -----------
Cash and cash equivalents at end of period $ 311,181 $ 12,984
=========== ===========
Supplemental disclosure of non-cash flow information:
Cash paid during the period for:
Interest $ 2,619 $ 255
=========== ===========
Income taxes $ -- $ --
=========== ===========
Schedule of non-cash investing activities:
Acquisition of office equipment in connection
with capital lease obligation $ 34,290 $ --
=========== ===========
Schedule of non-cash financing activities:
Issuance of common stock in connection
with debt conversion $ (35,000) $ (405,500)
=========== ===========
See accompanying notes to financial statements (unaudited)
8
I-TRAX.COM, INC.
NOTES TO THE FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1-- ORGANIZATION AND NATURE OF BUSINESS
I-Trax.com, Inc. (the "Company") was incorporated in the state of
Delaware on May 23, 1969 under the name Marmac Corporation. During
December 1979, the Company changed its name to Ibex Industries
International, Inc. During April 1996, in connection with the
acquisition of assets and the assumption of liabilities of various
medical practices (which reverted back to the original owners during
1997), the Company changed its name to U.S. Medical Alliance, Inc. The
Company, on August 27, 1999, changed its name to I-Trax.com, Inc.
prior to the merger discussed below.
Prior to the Company's considering a merger with Memberlink, on
September 3, 1999, it had entered into a Software and Proprietary
Product Corporate License Agreement ("License Agreement), a Technical
Service Agreement ("Technical Agreement") and a Management Service
Agreement ("Management Agreement") with Memberlink for the use and
exploitation of certain proprietary software created by Memberlink. In
consideration for the technical and management support from
Memberlink, the Company paid a $10,000 per month management fee to
Memberlink and issued an aggregate of 2,000,000 shares of its common
stock to it's officers and to key personnel responsible for the
successful implementation and customization of the proprietary
software. As consideration for the license, the Company issued
3,000,000 shares to Member Link Systems, Inc. ("Memberlink"), which
were subsequently cancelled as a result of the merger discussed below.
Pursuant to a merger agreement dated as of December 14, 1999 (with an
effective date of December 30, 1999), the Company issued 8,000,082
shares of its common stock in exchange for all the issued and
outstanding common stock of Member-Link Systems, Inc. ("Memberlink").
Memberlink also a Delaware corporation was a health information
technology company, which developed, sold and licensed software
technology to various organizations, including but not limited to,
governmental agencies.
The merger of the Company and Memberlink has been treated as a
recapitalization of Memberlink with Memberlink as the accounting
acquirer (reverse acquisition). The accompanying financial statements
reflect this transaction as if it had occurred on January 1, 1998.
Such transaction is considered a capital transaction whereby
Memberlink contributed its stock for the net assets of the Company.
Upon consummation of the merger on December 30, 1999, the shareholders
of Memberlink received 8,000,082 shares of the Company's common stock,
which in addition to the previously owned shares represented 60% of
the outstanding common stock immediately after the merger.
Simultaneously with the merger, Memberlink's former President was
elected as the Company's President. Upon consummation of the merger
transaction the Company was recapitalized and Memberlink ceased to
exist with the Company being the surviving entity. No goodwill or
intangibles were recorded as the public shell (the Company) only had
nominal assets and based on the reverse acquisition accounting rules,
the merger is valued at the net tangible assets of the Company.
The Company has incurred substantial losses since incorporation. As of
September 30, 2000, the accumulated deficit was $4,174,830. Moreover,
the Company expects that its operating losses will continue for the
foreseeable future. The Company's ability to continue as a going
concern is primarily based on raising sufficient equity to meet its
objectives.
9
I-TRAX.COM, INC.
NOTES TO THE FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 2-- INTERIM RESULTS AND BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information, the instructions to Form 10-QSB and Items 303
and 310(B) of Regulation S-B. In the opinion of management, the
unaudited financial statements have been prepared on the same basis as
the annual financial statements and reflect all adjustments, which
include only normal recurring adjustments, necessary to present fairly
the financial position as of September 30, 2000 and the results of the
operations and cash flows for the three and nine month periods ended
September 30, 2000 and 1999. The results for the three and nine month
periods ended September 30, 2000 are not necessarily indicative of the
results to be expected for any subsequent quarter or the entire fiscal
year ending December 31, 2000. The balance sheet at December 31, 1999
has been derived from the audited financial statements at that date.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to the
Securities and Exchange Commission's rules and regulations.
It is suggested that these unaudited financial statements be read in
conjunction with our audited financial statements and notes thereto
for the year ended December 31, 1999 as included in our report on Form
10-SB filed on April 10, 2000.
The Company recognizes revenues in accordance with Statement of
Position 97-2 "Software Revenue Recognition" as further modified by
Statement of Position 98-9 "Modification of SOP 97-2, "Software
Revenue Recognition with Respect to Certain Transactions". SOP 97-2
was effective January 1, 1998 and generally requires revenue earned on
software arrangements involving multiple elements such as software
products, upgrades, enhancements, post-contract customer support,
installation and training to be allocated to each element based on the
relative fair value of the elements. SOP 98-9 amends SOP 97-2 to
require that an entity recognize revenue for multiple element
arrangements by means of the "residual method" when (1) there is
vendor-specific objective evidence ("VSOE") of the fair values of all
the undelivered elements that are not accounted for by means of
long-term contract accounting, (2) VSOE of fair value does not exist
for one or more of the delivered elements, and (3) all revenue
recognition criteria of SOP 97-2 (other than the requirement for VSOE
of the fair value of each delivered element) are satisfied.
Revenue from software development contracts is recognized on a
percentage-of-completion method with progress to completion measured
based upon labor hours incurred or achievement of contract milestones.
Revenue from re-sale of hardware and software, obtained from vendors,
is recognized at the time hardware and software is delivered to
customers.
Deferred revenue represents funds received in advance in excess of
revenue recognized.
Software Development Costs
In accordance with the provisions of Statement of Financial Accounting
Standard (SFAS) No. 86, Accounting for the Costs of Computer Software
to be Sold, Leased or Otherwise Marketed, the Company capitalizes
software development and production costs once technological
feasibility has been achieved. Software development costs incurred
prior to achieving technological feasibility are included in research
and development expense in the accompanying statement of operations.
10
I-TRAX.COM, INC.
NOTES TO THE FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 2-- INTERIM RESULTS AND BASIS OF PRESENTATION - (Cont'd)
Capitalized software development costs are reported at the lower of
unamortized cost or net realizable value. Commencing upon the initial
product release or when software development revenue has begun to be
recognized, these costs are amortized, based on current and future
revenue for each product with an annual minimum equal to the
straight-line amortization over the remaining estimated economic life
of the product, generally two to five years.
NOTE 3-- CONVERTIBLE NOTE PAYABLE
The $37,500 convertible note payable was repaid in full during the
quarter ended March 31, 2000.
NOTE 4-- DUE TO RELATED PARTIES
Due to related parties as of September 30, 2000 amounting to $683 is
comprised of advances made by the Company's President (formerly an
officer of Memberlink) amounting to $683. This amount was repaid in
October 2000.
During September 2000, the Company issued 17,500 shares of its $.001
common stock to a former officer of Memberlink in lieu of repayments
of $35,000 of advances made by such officer during 1999.
NOTE 5 - COMMITMENTS AND CONTINGENCIES
a) Nature of Business
The Company is subject to risks and uncertainties common to growing
technology-based companies, including rapid technological
developments, reliance on continued development and acceptance of the
internet, intense competition and a limited operating history.
b) Lack of Insurance
The Company, through March 14, 2000, did not maintain any liability
insurance or any other form of general insurance. Although the Company
is not aware of any claims resulting from product malfunctions or any
other type, there is no assurance that none exist.
c) Significant customers and vendors
Financial instruments which potentially expose the Company to
concentrations of credit risk consist primarily of accounts
receivable. For the three and nine months ended September 30, 2000,
the Company had two unrelated customers, respectively, which accounted
for 50% and 42% and 39% and 44% of total revenues, respectively. For
the three and nine months ended September 30, 1999, the Company had
one unrelated customer, which accounted for 74% and 82% of total
revenues, respectively. As of September 30, 2000, the Company had two
unrelated customers, which accounted for 48% and 36%, respectively, of
accounts receivables.
11
I-TRAX.COM, INC.
NOTES TO THE FINANCIAL STATEMENTS
(UNAUDITED)
d) Office Lease
On October 22, 1999, the Company entered into a non-cancelable lease
agreement for its technology and product development office pursuant
to a five year lease expiring October 31, 2004 with annual rent at
approximately $162,000 before annual escalations.
On April 10, 2000, the Company entered into a non-cancelable lease
agreement for its executive offices pursuant to a five-year lease
expiring June 29, 2005 with annual rent of approximately $123,000 per
year before annual escalations.
The Company's approximate future minimum annual rental payments under
the non-cancelable operating leases in effect as of September 30, 2000
are as follows:
For the year
ended December 31:
2000 $ 244,000
2001 292,005
2002 299,315
2003 306,804
2004 284,152
Thereafter 66,390
------------
$ 1,492,666
============
Prior to October 1999, the Company rented office space on a
month-to-month basis at a rate of approximately $2,500 per month.
Rent expense for the three months ended September 30, 2000 and 1999
amounted to approximately $72,000 and $15,500, respectively. Rent
expense for the nine months ended September 30, 2000 and 1999 amounted
to approximately $174,000 and $26,000, respectively.
e) Employment Agreements
i) On June 1, 1999, Memberlink entered into three employment
agreements with certain officers of the Company. The Company succeeded
to Memberlink's obligations under these employment agreements. The
employment agreements expire on May 31, 2002 with annual salaries
ranging from $125,000 to $175,000. Subsequent to December 31, 1999,
the Company began renegotiating two of the employment agreements, one
with its chief technology officer and one with its President. On
September 28, 2000 with an effective as of January 1, 2000, the
Company entered into a new employment agreement with the chief
technology officer. The agreement is for an initial term of three
years and provides for initial annual pay of $125,000. The employment
agreement with its president remains under negotiations as of
September 30, 2000.
The third such agreement was terminated effective April 4, 2000,
pursuant to an agreement of settlement. The Company paid $50,000, in
$10,000 monthly installments commencing April 15, 2000, as settlement
payments for which such employee continued to render services as
necessary for the Company during the period of installments. The
Company also arranged for the sale of 70,000 shares of common stock of
the Company held by this employee at a price of $1.25 per share, which
was deemed to be the market value at the date of settlement. As of
September 30, 2000 the Company has paid all such installments and
accordingly such former employee is not obligated to perform any
future services.
12
I-TRAX.COM, INC.
NOTES TO THE FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 5 - COMMITMENTS AND CONTINGENCIES (cont'd)
e) Employment Agreements (cont'd)
ii) The Company entered into an employment agreement on November 29,
1999, with an individual to act as the Company's Chief Medical Officer
at an annual salary of $85,000. In addition, the Company agreed to
grant options to purchase 100,000 shares of common stock in accordance
with the Company's newly established 2000 Equity Compensation Plan
(see note 6(b)). Such options will vest in increments to be
determined, but in no event, later than November 29, 2002.
f) Judgments
During 1998, several judgments were entered against the Company while
it was operating as U.S. Medical Alliance, relating to, among other
things, the Company's prior line of business of managing physician
practices. The allegations made in the underlying suits relate to
wrongful discharge, general breach of contract, breach of equipment
lease agreements and miscellaneous vendor claims. The aggregate amount
of such judgments entered against the Company and certain associated
physicians was approximately $600,000. As of September 30, 2000, the
Company has settled and paid all such judgments (except one), which
amounted to approximately $189,000. The last judgment in the amount of
approximately $24,000, stemming from a breach of contract claim, has
not yet been satisfied due to the death of the judgment holder. The
Company's offer amounting to $6,000 is likely to be accepted based on
legal counsel's correspondence. As of September 30, 2000, the Company
has kept a $10,000 reserve in its contingency loss accrual relating to
this judgment.
g) Profit sharing plan
During the second quarter 2000, the Company established a 401(k)
profit sharing plan covering certain qualified employees, which
includes employer participation in accordance with the provisions of
the Internal Revenue Code. The plan allows participants to make pretax
contributions and the Company to match certain percentages of employee
contributions depending on a number of factors, including the
participant's length of service. The profit sharing portion of the
plan is discretionary and noncontributory. All amounts contributed to
the plan are deposited into a trust fund administered by an
independent trustee. As of September 30, 2000, the Company has made no
contributions.
h) Capital lease obligation
In April 2000, the Company acquired a telephone system for $34,290 by
entering into capital lease obligations with interest at approximately
10.1% per annum, requiring 60 monthly payments of $731, which include
principal and interest. The related equipment secures the lease.
13
I-TRAX.COM, INC.
NOTES TO THE FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 5 - COMMITMENTS AND CONTINGENCIES (cont'd)
h) Capital lease obligation (cont'd)
The future minimum lease commitment under the capital lease as of
September 30, 2000 is as follows:
For the year
ended December 31:
2000 $2,193
2001 8,771
2002 8,771
2003 8,771
2004 8,771
Thereafter 4,380
-----
Total future payments 41,657
Less amount representing interest (8,702)
-------
Present value of minimum lease payments $32,955
=======
At September 30, 2000 computer equipment under capital leases are
carried at a book value of $33,982
NOTE 6-- STOCKHOLDERS' EQUITY
a) Sale of common stock
(i) During January and February 2000, the Company sold an aggregate of
1,800,000 shares of its common stock at $1 per share yielding net
proceeds of approximately $1,794,880 after certain offering expenses.
Such shares were sold pursuant to Rule 506 of Regulation D promulgated
under the Securities Act of 1933.
(ii)In May 2000, the Company commenced the May 2000 Confidential
Private Placement Memorandum ("the Offering") pursuant to Rule 506 of
Regulation D under the Securities Act of 1933. The offering was
initially comprised of 1,000,000 shares of its $.001 par value common
stock at $2 per share. As of September 30, 2000, the Company has sold
an aggregate of 840,250 shares yielding proceeds of $1,680,500. In
July 2000, the Board of Directors approved an amendment to the
offering by increasing the number of shares offered from 1,000,000 to
2,500,000.
14
I-TRAX.COM, INC.
NOTES TO THE FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 6-- STOCKHOLDERS' EQUITY (cont'd)
b) 2000 Equity Compensation Plan
During February 2000 (as amended during March 2000), the Company
established the 2000 Equity Compensation Plan (the "Plan") to provide
(i) designated employees of the Company and its subsidiaries, (ii)
certain consultants and advisors who perform services for the Company
or its subsidiaries, and (iii) non-employee members of the Board of
Directors of the Company with the opportunity to receive grants of
incentive stock options, non-qualified stock options and restricted
stock. The aggregate number of shares of common stock of the Company
that may be issued under the Plan is 3,000,000 shares. The maximum
aggregate number of shares of common stock that shall be subject to
grants made under the Plan to any individual during any calendar year
shall be 350,000 shares. The exercise price of any incentive stock
option granted under the plan shall not be less than the fair market
value of the stock on the date of grant, as determined in good faith
be the board of directors.
As of September 30, 2000, the Company has granted an aggregate of
2,318,500 incentive and non-qualified stock options pursuant to the
above plan with exercise prices ranging between $1 and $2 per share.
Such options are subject to various vesting periods ranging from June
2000 to May 2003.
A summary of the status of the Company's options as of September 30,
2000 and changes during the nine months then ended is presented below
Exercise
Shares Price
------------- ------------------
Outstanding at beginning of period - $-
Granted 2,318,500 Between $1.00 and $2.00
Exercised - -
Canceled - -
------------ ------------------
Outstanding at end of period,
September 30, 2000 2,318,500
============
Options available for grant at end
of period 681,500
============
In addition, during the nine months ended September 30, 2000, the
Company granted 280,000 non-plan options to consultants. For the three
and nine months ended September 30, 2000, the Company recorded $30,000
and $270,000 consulting expenses on account of such options
15
I-TRAX.COM, INC.
NOTES TO THE FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 6-- STOCKHOLDERS' EQUITY (cont'd)
b) 2000 Equity Compensation Plan (cont'd.)
During 2000, Financial Accounting Standard ("FAS") No. 123,
"Accounting for Stock-Based Compensation," became effective for the
Company. FAS 123, which prescribes the recognition of compensation
expense based on the fair value of options on the grant date, allows
companies to continue applying APB 25 if certain pro forma disclosures
are made assuming hypothetical fair value method application.
c) Issuance of Common Stock For Services
During August 2000, the Company issued 25,000 shares of its $.001 par
value common stock at $2.00 per share along with payments for
recruiting expenses in connection with expanding its sales force. As
of September 30, 2000, a portion of such shares and cash payments are
considered prepaid since a portion of the services was not received
until after September 30, 2000. Accordingly, as of September 30, 2000,
$14,583 of cash has been recorded as prepaid and $33,334 of stock
issued has been recorded as a deferred expense and accordingly
presented as a reduction of stockholder's equity.
NOTE 7-- SUBSEQUENT EVENTS
a) Agreement to acquire iSummit Partners, LLC
In connection with the non-binding letter of intent entered into
during July 2000 with iSummit Partners, LLC (D/B/A MyFamilyMD)
("MyFamilyMD"), during September 2000, the Company entered into a
Contribution and Exchange Agreement (the "Exchange Agreement") whereby
the Company agreed to issue an aggregate of up to 4,272,500 shares of
its common stock to the owners of MyFamilyMD in exchange for all of
the ownership interest in MyFamilyMD.
Of this total, up to 1,709,000 shares may be forfeited as follows:
854,500 shares in the event MyFamilyMD does not meet certain product
development targets and up to 854,500 shares in the event MyFamilyMD
does not meet certain revenue targets within one year after product
launch.
Immediately prior to the closing of the above transaction, the Company
will perform a reorganization (as approved by the Board of Director)
whereby the Company will become a wholly owned subsidiary of I-trax,
Inc. ("Holding Company").
In the reorganization, the Company's outstanding common stock will be
converted into Holding Company common stock. Immediately following the
reorganization, the owners of MyFamilyMD will contribute their
interest to the Holding Company, which in effect will make MyFamilyMD
a wholly owned subsidiary of Holding Company.
16
I-TRAX.COM, INC.
NOTES TO THE FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 7-- SUBSEQUENT EVENTS (cont'd)
a) Agreement to Acquire iSummit Partners, LLC (cont'd)
As part of the Exchange Agreement, the Company committed to fund the
development of MyFamilyMD's products (the "New Intellectual Property")
and in the event that the transaction is not consummated by March 31,
2001 (as stipulated in the Exchange Agreement), the Company will
retain ownership of the New Intellectual Property. In addition in the
event the transaction is not consummated by March 31, the Company will
pay MyFamilyMD, over a five-year period, 7% of the consumer revenue
generated by the New Intellectual Property in exchange for any of
MyFamilyMD's intellectual property that the Company does not already
own.
The following table sets forth at September 30, 2000 the unaudited
actual balance sheet of I-Trax.com and the proposed reorganization,
and the pro forma financial statements of I-Trax.com, Holding Company
and the consummation of the MyFamilyMD transaction.
I-TRAX.COM, INC.
NOTES TO THE FINANCIAL STATEMENTS
(UNAUDITED)
PROFORMA
CONSOLIDATED
I-TRAX,
INC.
(UNAUDITED) ISUMMIT PRO FORMA
I-TRAX.COM, I-TRAX.COM I-TRAX, (NET OF PARTNERS, LLC PRO FORMA CONSOLIDATED
INC. ACQUISITION INC. ELIMINATION D/B/A ADJ. ADJUSTMENTS I-TRAX, INC.
(UNAUDITED) (UNAUDITED) (UNAUDITED) ENTRIES) (MYFAMILYMD) REF. (UNAUDITED) (UNAUDITED)
------------------------------------------------------------------------------------------------------
Cash $ 311,181 $ - $ - $ 311,181 $ 28,456 $ - $ 339,637
Accounts receivable 339,094 - - 339,094 - - 339,094
Prepaid expenses 121,606 - - 121,606 - - 121,606
Other receivables 75,414 10 10 75,414 26,102 - 101,516
------------------------------------------------------------------------------------------------------
Total current assets 847,295 10 10 847,295 54,558 - 901,853
------------------------------------------------------------------------------------------------------
Machinery & Equipment, net 327,152 - - 327,152 13,218 340,370
Web site development costs 210,750 - - 210,750 - 210,750
Intangible assets -
goodwill, etc. - - - a 6,836,000 3,904,549
b 100,635
c (1,732,086)
d (1,300,000)
Security deposits 128,163 - - 128,163 - - 128,163
------------------------------------------------------------------------------------------------------
Total assets $ 1,513,360 $ 10 $ 10 $1,513,360 $ 67,776 $3,904,549 $5,485,685
======================================================================================================
Total Liabilities $ 798,483 $ - $ - $ 798,483 $ 168,411 $ - $ 966,894
------------------------------------------------------------------------------------------------------
Common Stock 18,711 10 10 18,711 - a 3,418 22,129
Additional Paid - In -
Capital 4,870,996 - - 4,870,996 - a 6,832,582 11,703,578
Member's deficit - - - - (100,635) b 100,635 -
Accumulated Deficit and
Other (4,174,830) - - (4,174,830) - c (1,732,086) (7,206,916)
d (1,300,000)
------------------------------------------------------------------------------------------------------
Total Stockholders' Equity 714,877 10 10 714,877 (100,635) 3,904,549 4,518,791
======================================================================================================
Total liabilities &
stockholder's equity $ 1,513,360 $ 10 $ 10 $1,513,360 $ 67,776 $3,904,549 $5,485,685
======================================================================================================
a - to effect for the issuance of 3,418,000 shares of $.001 par value common stock valued at $2 per share.
b - to eliminate iSummit Partners, LLC partner's deficit upon consolidation.
c - to write off and estimated 25% of the purchase price to purchased R&D.
d - to amortize goodwill and other intangible assets over an average life of three years
18
I -TRAX.COM, INC.
NOTES TO THE FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 7-- SUBSEQUENT EVENTS (cont'd)
b) Advances from Officers
During October 2000, the Company's Chief Executive Officer and Chief
Operating Officer advanced an aggregate of $500,000 to the Company for
working capital. The Company and the above officers are currently
negotiating repayment terms.
19
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Basis of Presentation
The following discussion of the financial condition and related
results of operations of I-Trax.com, Inc. (the "Company") should be reviewed in
conjunction with the financial statements of the Company and related notes
appearing on the preceding pages as well as the Company's audited financial
statement for the fiscal year ended December 31, 1999, attached to our
Registration Statement on Form 10-SB, filed on April 10, 2000, and the Company's
unaudited financial statements for the fiscal quarters ended March 31, 2000 and
June 30, 2000.
Unaudited results of operations for the three and nine months periods
ended September 30, 2000 are compared to the unaudited results of operations for
the comparable periods ended September 30, 1999. Such information is based upon
the historical financial information available as of the dates indicated.
Results of operations for the three and nine month periods ended September 30,
2000 are not necessarily indicative of results to be attained for any other
period.
Statements regarding the Company's expectations as to financial
results and other aspects of its business set forth herein or otherwise made in
writing or orally by the Company may constitute forward looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
Although the Company believes that its expectations are based on reasonable
assumptions within the bounds of its knowledge of its business and operations,
there can be no assurance that actual results will not differ materially from
its expectations. Factors that might cause or contribute to such differences
include, but are not limited to, uncertainty of future profitability, changing
economic conditions and demand for the Company's products.
Introduction
We were incorporated in the State of Delaware under the name of
Marmac Corporation in May 1969. In December 1979, we changed the Company's name
to Ibex Industries International, Inc. On April 1, 1996, we purchased the assets
of certain physician practices, changed the Company's name to U.S. Medical
Alliance, Inc., and commenced operations as a physician practice management
company.
As U.S. Medical Alliance, we completed one additional physician
practice acquisition. However, we did not have adequate liquidity and capital
resources to withstand the downturn in the physician practice management
industry, nor the ability to acquire profitable physician practices.
During 1997, the Company, formerly known as US Medical Alliance,
Inc., ceased doing its business activities as a physician practice management
company and embarked on a program of winding down such activities, returning
physician practice assets to physicians in exchange for cancellation of stock in
the Company issued for such assets, and settling its obligations. During 1998,
the Company had no operations. In August, 1999, six principal stockholders of
the Company purchased 4,000,000 shares of the Company's Common Stock for
$400,000 to raise working capital which enabled the Company to enter into a
license agreement, a technical services agreement and a management services
agreement with Member-Link Systems, Inc. ("Member-Link"), a health information
technology company, to own and develop the Internet application of an
immunization tracking system known as "I-Trax." As consideration for these
agreements, we issued 3,000,000 shares of our Common Stock to Member-Link and an
aggregate of 2,000,000 shares of our Common Stock to certain executive officers
of Member-Link. We also changed our name to "I-Trax.com, Inc." on August 27,
1999.
20
Effective as of December 30, 1999, Member-Link merged with and into
us pursuant to a Merger Agreement dated as of December 14, 1999. In the merger,
each of the 1,809,686 outstanding shares of Common Stock of Member-Link was
converted into a right to receive 4.4207 shares of our Common Stock. An
aggregate of 8,000,082 shares of our Common Stock was issued in the merger. The
3,000,000 shares of our Common Stock held of record by Member-Link at the time
of the merger were canceled. As a further consequence of the merger, each of the
license agreement, the technical services agreement and management services
agreement were canceled.
The Company believes that the merger of Member-Link into the Company
effective as of December 30, 1999 will have substantial impact on its future
operating results.
Overview
The Company has historically developed enterprise or client server
applications for collecting disease specific data at the point of care. In the
first fiscal quarter of 2000, the Company began to develop its Internet
applications. We have just recently begun to deploy such Internet applications.
The Company intends to continue to increase its expenditures primarily in the
areas of product development, client services, business development, and sales
and marketing. As a result, the Company expects to continue to incur substantial
operating losses over the next nine to twelve months.
The Company's current primary sources of revenues are license fees
and product development fees it charges its customers. In the future, the
Company expects to generate a significant portion of its revenue from
subscriptions to the Company's products delivered over the Internet.
Results of Operations
Nine Months Ended September 30, 2000 Compared to Nine Months Ended September 30,
1999.
Total revenues for the nine-month period ended September 30, 2000
decreased to $277,163 as compared to $ 601,376 for the nine-month period ended
September 30, 1999, due primarily to the Company's continued migration to an
Internet model as well as normal sales cycles. Cost of revenue was $163,123 for
the nine-month period ended September 30, 2000 as compared to $209,705 for the
prior comparable period, consisting primarily of computer hardware and
networking and consulting expenses.
The aggregate operating expenses for the nine-month period ended
September 30, 2000 increased to $3,503,590 as compared to $ 721,936 for the
prior comparable period. The significant increase in the aggregate operating
expenses was due primarily to the Company's selling, general and administrative
expenses, which equaled $3,372,752 during this period as compared to $702,028
for the prior comparable period. Selling, general and administrative expenses
consisted primarily of compensation for product development, legal, finance,
sales, management, travel, rent, telephone and consulting services. This
increase resulted primarily from increased costs necessary to support the growth
of the Company's business activities, and the development of its core products
and new products. The Company intends to continue to spend in these categories
in future periods to support continued growth and expansion.
For the nine months ended September 30, 2000 and 1999, the Company
generated losses amounting to $3,494,861 and $ 330,520, respectively. The
increase in losses are directly attributed to its increasing selling, general
and administrative expenses, which are expected to continue through mid 2001 at
which time the Company expects to commence generating sufficient revenues to
cover its expenses.
21
Three Months Ended September 30, 2000 Compared to Three Months Ended September
30, 1999.
Total revenues for the three-month period ended September 30, 2000
decreased to $212,936 as compared to $364,557 for the three-month period ended
September 30, 1999. Cost of revenue was $117,610 for the three-month period
ended September 30, 2000 as compared to $21,406 for the prior comparable period,
consisting primarily of computer hardware and networking and consulting
expenses.
The aggregate operating expenses for the three-month period ended
September 30, 2000 increased to $1,633,143 as compared to $221,330 for the prior
comparable period. The significant increase in the aggregate operating expenses
was due primarily to the Company's selling, general and administrative expenses,
which equaled $1,624,457 during this period as compared to $ 213,005 for the
prior comparable period. Selling, general and administrative expenses consisted
primarily of compensation for product development, legal, finance, sales,
management, travel, rent, telephone and consulting services. This increase
resulted primarily from increased costs necessary to support the growth of the
Company's business activities and the development of its core products and new
products. The Company intends to continue to spend in these categories in future
periods to support continued growth and expansion.
For the three months ended September 30, 2000, the Company generated
a net loss amounting to $1,522,313, whereas for the three months ended September
30, 1999, the Company generated income of $121,734. The increase in net losses
from 1999 to 2000 is directly attributed to the Company's increasing selling,
general and administrative expenses which are expected to continue through mid
2001, at which time the Company expects to commence generating sufficient
revenues to cover its expenses.
Liquidity and Capital Resources
The Company's accumulated deficit of approximately $4,150,000 from
inception through September 30, 2000 has been funded primarily through capital
contributions from the sale of its Common Stock. On February 20, 2000, the
Company completed a private placement of 1,800,000 shares of its Common Stock at
$1.00 per share, yielding to the Company aggregate proceeds of $1,800,000, which
have funded the Company's planned expansion.
In addition, in May 2000 the Company initiated a second private
placement of 1,000,000 shares of its Common Stock at $2.00 per share, seeking to
raise an additional $2,000,000. The Board of Directors of the Company amended
the private placement in July 2000 to cover 2,500,000 shares of Common Stock, at
the same price per share, seeking to raise an aggregate of $5,000,000. As of
September 30, 2000, the Company sold an aggregate of 857,750 shares pursuant to
this private placement, yielding to the Company an aggregate of $1,715,500. As
of November 9, 2000 the Company sold an aggregate of 902,750 shares of Common
Stock, yielding to the Company an aggregate of $1,805,500. The raised funds have
been and will be used to fund operations and to accelerate the Company's product
development efforts. The funds will also be used to fund development of certain
intellectual property acquired from MyFamilyMD. For further discussion of this
arrangement with MyFamilyMD, see "MyFamilyMD Agreements" below. The Company
believes that these funds, together with anticipated collection of its accounts
receivables, its anticipated revenues, selling of an additional 1,500,000 shares
of its Common Stock pursuant to the July 2000 amendment to the May 2000 private
placement and certain bridge financing (which is currently under negotiations)
will be sufficient to meet the Company's present business expansion requirements
until the end of the second quarter of 2001, at which time the Company presently
expects to become self sufficient. Although the Company plans to seek additional
capital during the first half of fiscal 2001, there can be no assurance that
such financing will be available on acceptable terms, if at all.
22
In order for the Company to meet its current monthly cash requirements,
during October 2000, the Company's Chief Executive Officer and Chief Operating
Officer advanced an aggregate of $500,000 to the Company for working capital.
The Company and the above officers are currently negotiating repayment terms.
At September 30, 2000, the Company had approximately $310,000 in
cash. The Company's principal source of liquidity is the cash obtained from the
private placements described above. The Company currently has no available
credit facilities.
For the nine-months ended September 30, 2000, the Company used
$2,806,316 of cash for operating activities and $484,411 for investing
activities (which was primarily for the purchase of office equipment and
furniture and fixtures). The funds used for operating and investing were all
funded through the sale of Common Stock pursuant to the Company's private
placements, which amounted to $3,475,380 for the nine months ended September 30,
2000.
For the nine-months ended September 30, 1999, the Company used
$208,585 for operating activities and $29,963 for investing activities. All of
the cash used was funded from borrowings pursuant to a promissory note and sale
of common stock.
Market Risk
The Company has no material interest-bearing assets or liabilities, nor
does the Company have any current exposure for changes in foreign currency
exchange rates. The Company does not use derivatives or other financial
instruments. The Company's financial instruments consist of cash and
receivables. The market values of these financial instruments approximate book
value.
Inflation
The financial statements are presented on a historical cost basis and
do not fully reflect the impact of prior years' inflation. While the U.S.
inflation rate has been modest for several years, inflation issues may impact
the Company's business in the future. The ability to pass on inflation costs is
an uncertainty due to general economic conditions and competitive situations.
Year 2000 Preparation
Software failures due to calculations using Year 2000 dates are a known
risk. Although the most critical date (January 1, 2000) has occurred without
incident in our software, problems with Year 2000 software could nonetheless
result in system failures or miscalculations causing disruptions of operations,
including, among others, a temporary inability to process transactions, send
invoices or engage in similar normal business activities. To date, the Company
has experienced very few problems related to Year 2000 testing and those
requiring modification have been fixed. The Company does not believe that there
is material exposure to the Year 2000 issue with respect to its electronic
commerce transaction processing and online activity since these systems
correctly define the Year 2000. The Company is nonetheless conducting an
analysis to determine whether others with whom the Company does business have
Year 2000 issues on a continual basis.
The Company has not incurred any material expenses in addressing Year
2000 compliance to date.
23
MyFamilyMD Agreements
In August 2000 and September 2000, we entered into several agreements
with iSummit Partners, LLC, which is doing business as MyFamilyMD, and its three
owners. MyFamilyMD is an Internet and software company developing personalized
Internet applications, commonly referred to as MedWizards, to enable individuals
and families to manage their healthcare.
In August 2000, we entered into an agreement with MyFamilyMD to make
arrangements about certain intellectual property of MyFamilyMD and to allocate
the responsibility for developing MyFamilyMD's World Wide Web site and the
MedWizards. The parties entered into this agreement in recognition of the need
to proceed with the development of MyFamilyMD's World Wide Web site and the
MedWizards while we continued to negotiate an acquisition of MyFamilyMD from its
owners in exchange for shares of our Common Stock. In this agreement, MyFamilyMD
granted us a license (which is exclusive except with respect to MyFamilyMD) to
MyFamilyMd's existing intellectual property, including the conceptual framework
of the MedWizards, permitted us to develop MyFamilyMD's World Wide Web site and
the MedWizards, and permitted us to own all of the intellectual property that
would result from this development effort. In turn, we agreed to pay for all
development costs and, in the event we did not sign a binding agreement to
acquire MyFamilyMD or in the event we signed such an agreement but the closing
under such agreement did not occur before March 31, 2001, we also agreed to
acquire from MyFamilyMD all intellectual property that we did not already own
for a fee equal to a percentage of revenues generated by the MedWizards over a
fixed period of time after the MedWizards were launched.
On September 22, 2000, we and our wholly owned subsidiary, I-trax, Inc.
(the "Holding Company), on the one hand, and MyFamilyMD and its owners, on the
other hand, entered into a Contribution and Exchange Agreement pursuant to which
the Holding Company agreed to acquire all of the outstanding ownership interests
in MyFamilyMD from its owners. In addition, prior to and as a condition of the
acquisition, we agreed to complete a restructuring to create a new holding
company structure. In the restructuring, all of our existing stockholders will
become stockholders of the Holding Company, which will own all of the
outstanding capital stock of the I-Trax.com.
Pursuant to the Contribution and Exchange Agreement, the Holding
Company will issue an aggregate of up to 4,272,500 shares of its common stock to
the owners of MyFamilyMD in exchange for their contribution to the Holding
Company of all of the ownership interests in MyFamilyMD. Of this total number of
shares, up to 1,709,000 or 40% may be forfeited by the owners to the Holding
Company. 854,500 shares, or 20% of the aggregate shares, will be held in escrow
and released to the MyFamilyMD owners when the Holding Company launches
MyFamilyMD's technology -- the MedWizards. In addition, 854,500, or an
additional 20% of the aggregate shares, will be held in escrow and released to
MyFamilyMD owners when and if the Holding Company's revenues generated by
products incorporating the MedWizards, during the period beginning on the date
we launch the MedWizards and ending on the date which is the first anniversary
of such launch date, reach $11,000,000. If such revenues are less than
$11,000,000, the number of shares released to the members of MyFamilyMD on
account of reaching the revenue target will be reduced by one share for every
$5.50 shortfall in the revenues. An aggregate of 427,250 shares or 10% of the
aggregate shares will be held in escrow and released to the members of
MyFamilyMD following the Holding Company's fiscal 2001 audit if MyFamilyMD's
representations, warranties and covenants have not been breached.
The aggregate number of shares of our common stock to be issued to the
owners of MyFamilyMD pursuant to our agreement with them and MyFamilyMD are
equal to approximately 22.8% of the currently issued and outstanding shares of
our capital stock and which will result in such owners owning approximately
18.57% of our outstanding common stock.
24
We are not required to seek stockholder approval for issuance of shares
of our capital stock in this transaction under applicable law.
We have agreed to grant MyFamilyMD owners "piggy back" registration
rights (subject to underwriter cut back) in the event we register any common
stock for our own account under the Securities Act of 1933.
On October 27, 2000, the Holding Company filed with the Securities and
Exchange Commission a registration statement on Form S-4 with respect to the
reorganization required in connection with the MyFamilyMD transaction.
PART II Other Information
Item 1. Legal Proceedings
The Company is not a party to any material legal proceedings.
Item 2. Change in Securities
In May 2000 the Company initiated a private placement of 1,000,000
shares of its Common Stock to accredited investors, seeking to raise $2,000,000
at $2.00 per share. The Board of Directors of the Company amended the private
placement in July 2000 to cover 2,500,000 shares of Common Stock seeking to
raise an aggregate of $5,000,000. As of June 30, 2000, no shares of the
Company's Common Stock were sold pursuant to this private placement. As of
September 30, 2000, the Company sold an aggregate of 857,750 shares at several
closing, yielding to the Company an aggregate of $1,715,500. The funds raised in
this private placement, with the exception of a portion of the proceeds used to
cover related expense, have been used to fund operations and to accelerate the
Company's product development efforts. In issuing such private placement shares,
we relied on an exemption from registration under Section 4(2) of the Securities
Act and Regulation D thereunder. We filed with the SEC a Form D in connection
with the issuance of our shares in this private placement.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K.
10.1 Interim Agreement dated as of August 30, 2000 between I-Trax.com,
Inc. and iSummit Partners, LLC (Incorporated by reference to
Exhibit 10.6 to I-trax, Inc.'s Registration Statement on Form
S-4, Registration No. 333-48862.)
25
10.2 Contribution and Exchange Agreement dated as of September 22,
2000 by and among I-trax, Inc., I-Trax.com, Inc., iSummit
Partners LLC, and Stuart Ditchek, A. David Fishman, and Granton
Marketing Nederland BV. (Incorporated by reference to Exhibit
10.7 to I-trax, Inc.'s Registration Statement on Form S-4,
Registration No. 333-48862.)
10.3 Side Letter Agreement dated September 22, 2000 to the
Contribution and Exchange Agreement dated as of September 22,
2000 by and among I-trax, Inc., I-Trax.com, Inc., iSummit
Partners, LLC, and Stuart Ditchek, A. David Fishman, and Granton
Marketing Nederland BV. (Incorporated by reference to Exhibit
10.8 to I-trax, Inc.'s Registration Statement on Form S-4,
Registration No. 333-48862.)
10.4 Employment Agreement entered into on September 28, 2000,
effective as of January 1, 2000 between I-Trax.com, Inc. and
David C. McCormack. (Incorporated by reference to Exhibit 10.15
to I-trax, Inc.'s Registration Statement on Form S-4,
Registration No. 333-48862.)
27.1 Financial data schedule.
26
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