UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 7, 2001
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I-TRAX, INC.
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(Exact name of registrant as specified in its charter)
Delaware * 23-3057155
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One Logan Square
130 N. 18th St., Suite 2615
Philadelphia, PA 19103
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (215) 557-7488
*
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(Former name or former address, if changed since last report)
* This report is being filed with the Securities and Exchange Commission by the
Registrant as a successor issuer to I-Trax.com, Inc. by virtue of paragraph (a)
of Rule 12g-3 under the Securities Exchange Act of 1934, as amended. The
Commission File Number of I-Trax.com, Inc. is 0-30275.
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Item 2. Acquisition or Disposition of Assets.
None.
Item 5. Other Events.
None.
Item 7. Financial Statements and Exhibits.
In order to update the financial statements filed on Form 8-K on
February 22, 2001, I-trax, Inc. is filing this report to include audited
financial statements of the acquired, I-Summit Partners, LLC from date of
inception, January 18, 2000, through December 31, 2000. The proforma financial
statements have been incorporated into I-trax, Inc.'s filing of its 10-KSB filed
on April 2, 2001.
Exhibit 23 Consent of Independent Certified Public Accountants.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
I-TRAX, INC.
Date: April 23, 2001 By: /s/ Anthony Tomaro
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Name: Anthony Tomaro
Title: Chief Financial Officer
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ISUMMIT PARTNERS, LLC
FINANCIAL STATEMENT
FROM INCEPTION
JANUARY 18, 2000 THROUGH DECEMBER 31, 2000
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INDEPENDENT AUDITORS' REPORT
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To the Members of
ISUMMIT PARTNERS, LLC
New York, N.Y.
We have audited the accompanying balance sheet of ISUMMIT PARTNERS,
LLC (the "Company") as of December 31, 2000, and the related statements of
operations and members' equity and cash flows for the period from inception,
January 18, 2000 through December 31, 2000. The financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on the financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of the Company as of
December 31, 2000 and the results of its operations and its cash flows for the
period from inception, January 18, 2000 through December 31, 2000 in conformity
with generally accepted accounting principles.
BERNATH & ROSENBERG P.C.
Certified Public Accountants
New York, N.Y.
April 3, 2001
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ISUMMIT PARTNERS, LLC
BALANCE SHEET
DECEMBER 31, 2000
ASSETS
CURRENT ASSETS
Cash $ 11,245
Loans Receivable (Note 2) 60,439
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Total Current Assets 71,684
Property, Plant and Equipment (Note 1)
Furniture & Fixtures 3,248
Equipment 13,004
Less: Accumulated Depreciation (5,418)
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Total Property, Plant and Equipment 10,834
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TOTAL ASSETS $ 82,518
========
LIABILITIES AND MEMBERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 5,763
Accrued Expenses (Note 3) 64,612
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Total Current Liabilities 70,375
Commitments and Contingencies
Members' Equity (Note 4) 12,143
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TOTAL LIABILITIES AND MEMBERS' EQUITY $ 82,518
========
See Notes to Financial Statements
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ISUMMIT PARTNERS, LLC
STATEMENT OF OPERATIONS AND MEMBERS' EQUITY
FROM INCEPTION JANUARY 18, 2000 THROUGH DECEMBER 31, 2000
REVENUE $ -0-
===========
GENERAL AND ADMINISTRATIVE EXPENSES:
Salaries 181,080
Payroll Taxes 19,572
Rent 28,766
Health Insurance 1,145
Advertising 3,449
Consulting 50,000
Shows & Expositions 10,525
Dues & Subscription 280
Professional Fees 123,524
Office Expense 10,662
Miscellaneous Expenses 4,567
Internet Expense 5,305
Development Costs 632,210
Depreciation 5,418
Telephone 4,642
Travel & Conferences 16,712
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Total General & Administrative Expenses 1,097,857
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Net Loss (1,097,857)
Members' Contributions 1,110,000
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Members' Equity - December 31, 2000 $ 12,143
===========
See Notes to Financial Statements
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ISUMMIT PARTNERS, LLC
STATEMENT OF CASH FLOWS
FROM INCEPTION JANUARY 18, 2000 THROUGH DECEMBER 31, 2000
Cash Flows From Operating Activities:
Net Loss $(1,097,857)
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Adjustments to Reconcile Net Loss to Net Cash
Used In Operating Activities:
Depreciation 5,418
Changes in Operating Assets and Liabilities:
Increase in Loans Receivable (60,439)
Increase in Account Payable 5,763
Increase in Accrued Expenses 64,612
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Total Adjustments 15,354
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Net Cash Used In Operating Activities (1,082,503)
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Cash Flows From Investing Activities:
Cash Payments for the Purchase of Property (16,252)
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Net Cash Used In Investing Activities (16,252)
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Cash Flows From Financing Activities:
Capital Contributions by Members 1,110,000
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Net Cash Provided by Financing Activities 1,110,000
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Net Increase in Cash and Equivalents 11,245
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Cash - December 31, 2000 $ 11,245
===========
See Notes to Financial Statements
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ISUMMIT PARTNERS, LLC
NOTES TO FINANCIAL STATEMENTS
FROM INCEPTION JANUARY 18, 2000 THROUGH DECEMBER 31, 2000
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
----------------------------------------------------
This summary of significant accounting policies of ISUMMIT PARTNERS, LLC , dba
My Family MD (the Company) is presented to assist in understanding the Company's
financial statements. The financial statements and notes are representations of
the Company's management who is responsible for its integrity and objectivity.
These accounting policies conform to generally accepted accounting principles
and have been consistently applied in the preparation of the financial
statements.
a. Business Activity
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The Company was formed in January 2000. The focus of the Company is to allow
patients to assist their physicians in both wellness and disease management
through their unique MD Wizard application readily accessible via the Internet.
The purpose of the Internet abled software is to streamline clinical care for
the patient, physician and institutions, including insurance providers and
hospitals.
b. Cash and Cash Equivalents
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The Company considers all highly liquid investments with maturities of three
months or less at the time of the purchase to be cash equivalents.
c. Property and Equipment
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Property and equipment are stated at cost. Depreciation is computed on the
straight-line method (half-year convention) over estimated useful life. The
estimated useful lives of property and equipment are from 3 to 5 years.
Expenditures for maintenance and repairs are charged against operations.
Renewals and betterments that materially extend the life of the assets are
capitalized.
d. Revenue Recognition
-------------------
In October 1997, the American Institute of Certified Public Accountant's
Accounting Standards Executive Committee ("ACSEC") issued Statement of Position
("SOP") 97-2, "Software Revenue Recognition ." 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. Upon commencement
of operations, the Company will adopt SOP 97-2 and SOP 98-9 as discussed below.
In December 1998, the ACSEC released SOP 98-9, "Modification of SOP 97-2,
"Software Revenue Recognition with Respect to Certain Transactions." 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.
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ISUMMIT PARTNERS, LLC
NOTES TO FINANCIAL STATEMENTS
FROM INCEPTION JANUARY 18, 2000 THROUGH DECEMBER 31, 2000
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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e. Use of Estimates
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The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect amounts reported in its financial statements and accompanying notes.
Actual results could differ from those estimates.
f. Income Taxes
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The Company is a limited liability company, treated as a partnership for income
tax purposes, and as such is not subject to income tax. Accordingly, no
provision for Federal and State income taxes is provided in the financial
statements. The Company is subject to New York City Unincorporated Business Tax.
g. Fair Value Disclosure at December 31, 2000
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The carrying value of cash, loans receivable and accrued expenses are a
reasonable estimate of their fair value because of the short-term maturity.
h. Liability Insurance
-------------------
The Company 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.
NOTE 2 - LOANS RECEIVABLE
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This represents the amount of expenses incurred by the Company to be reimbursed
by ITRAX. (Note 5)
NOTE 3 - ACCRUED EXPENSES
-------------------------
Accrued Expenses consists of the following at December 31, 2000:
Consulting $25,000
Rent 4,000
Professional Fees 35,612
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Total $64,612
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ISUMMIT PARTNERS, LLC
NOTES TO FINANCIAL STATEMENTS
FROM INCEPTION JANUARY 18, 2000 THROUGH DECEMBER 31, 2000
NOTE 4 - MEMBERS' EQUITY
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The Company is a successor to ISUMMIT, INC. (the "Corporation") which was
liquidated in February 2000. Pursuant to the plan of liquidation, the
Corporation distributed its assets (consisting of cash, furniture and fixtures
and intangibles) subject to liabilities (consisting of shareholders' loans) to
the shareholders in proportion to their stock interest. Immediately thereafter
the shareholders contributed the assets distributed, subject to the liabilities,
to the Company, in exchange for interest in the Company, in proportion to the
respective interest in the Corporation.
As of December 31, 2000, each of the members contributed their respective loan
to the capital of the Company.
NOTE 5 - SUBSEQUENT EVENTS
--------------------------
On February 7, 2001 the Company was acquired by I-trax Holding in exchange for
4,222,500 shares of common stock, of which 2,086,250 were deposited with an
escrow agent and will be released upon the Company reaching certain target
revenues. Accordingly, the Company became a wholly owned subsidiary of I-trax
Holding as of February 7, 2001.
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