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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 2, 2000
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I-TRAX.COM, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-30275 13-3212593
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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
N/A
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(Former name or former address, if changed since last report)
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Item 4. Changes in Registrant's Certifying Accountant.
At its board meeting on October 10, 2000, the Board of
Directors of the Registrant authorized the Registrant's executive officers to
engage the independent auditing firm of PricewaterhouseCoopers, LLP as its
auditors to audit its financial statements for the year ended December 31, 2000
and dismiss the firm of Massella, Tomaro & Co., LLP upon acceptance by
PricewaterhouseCoopers, LLP of such engagement. The work of Massella, Tomaro &
Co., LLP was terminated subsequent to the filing on October 27, 2000 by I-trax,
Inc., a wholly owned subsidiary of the Registrant, of a registration statement
on Form S-4 with the Securities and Exchange Commission.
The Registrant did not request that Massella, Tomaro & Co.,
LLP stand for re-election and the firm was dismissed with an effective date of
November 2, 2000. The Registrant's decision to change auditors was due to the
expansion of its business operations and the Registrant's Board of Directors'
determination that the Registrant required an auditing firm with national
operations.
Massella, Tomaro & Co., LLP had audited the Registrant's
financial statements for the years ended December 31, 1999 and 1998. Their
reports on such financial statements did not contain an adverse opinion or
disclaimer of opinion, nor were the reports subsequently modified as to
uncertainty, audit scope or accounting principles.
The change in auditors was not due to any discrepancies or
disagreements between the Registrant and Massella, Tomaro & Co., LLP on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure.
As required by Item 304(a)(3) of Regulation S-B promulgated
under the Securities Act of 1933, as amended, Massella, Tomaro & Co., LLP has
furnished to the registrant a letter addressed to the Securities and Exchange
Commission stating that such firm agrees with the statements made by the
Registrant herein. A copy of such letter is attached hereto as Exhibit 15.
Item 7. Financial Statements and Exhibits.
Exhibit
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15 Letter dated November 3, 2000 from Massella, Tomaro & Co., LLP to
Securities and Exchange Commission.
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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.COM, INC.
Date: November 3, 2000 By: /s/ Frank A. Martin
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Name: Frank A. Martin
Title: Chief Executive Officer
