I Trax Inc - Amended Statement of Ownership (SC 13G/A)

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*

I-TRAX, INC.

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(NAME OF ISSUER)

COMMON STOCK, $0.001 PAR VALUE PER SHARE

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(TITLE OF CLASS OF SECURITIES)

45069D203

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(CUSIP NUMBER)

DECEMBER 31, 2007

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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)

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CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS SCHEDULE
IS FILED:

[X] RULE 13d-1(b)

[_] RULE 13d-1(c)

[_] RULE 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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Page 1 of 5 Pages

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------------------- ----------------- CUSIP NO. 45069D203 13G PAGE 2 OF 5 PAGES ------------------- ----------------- -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Ashford Capital Management, Inc. ----- -------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] ----- -------------------------------------------------------------------------- 3 SEC USE ONLY ----- -------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 3,127,900 shares NUMBER OF ----- ------------------------------------------------ SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 shares EACH ----- ------------------------------------------------ REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 3,127,900 shares ----- ------------------------------------------------ 8 SHARED DISPOSITIVE POWER 0 shares -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,127,900 shares ----- -------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] ----- -------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.57% ----- -------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IA -------------------------------------------------------------------------------- Page 2 of 5 pages

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------------------- ----------------- CUSIP NO. 45069D203 13G PAGE 3 OF 5 PAGES ------------------- ----------------- ITEM 1. (a) Name of Issuer: I-Trax, Inc. (b) Address of Issuer's Principal Executive Offices: 4 Hillman Drive, Suite 130, Chadds Ford, PA 19317 ITEM 2. (a) Name of Person Filing: Ashford Capital Management, Inc. (b) Address of Principal Business Office or, if none, Residence: P.O. Box 4172, Wilmington, DE 19807 (c) Citizenship: A Delaware Corporation (d) Title of Class of Securities: Common Stock, $0.001 Par Value Per Share (e) CUSIP Number: 45069D203 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.SS.240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: (a) |_| Broker or dealer registered under section 15 of the Act (b) |_| Bank as defined in section 3(a)(6) of the Act (c) |_| Insurance company as defined in section 3(a)(19) of the Act (d) |_| Investment company registered under section 8 of the Investment Company Act of 1940 (e) |X| An investment adviser in accordance with ss.240.13d-1(b)(1(ii) (E) (f) |_| An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F) (g) |_| A parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G) (h) |_| A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (i) |_| A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (j) |_| Group, in accordance with ss.240.13d-1(b)-1(ii)(J) ITEM 4. OWNERSHIP Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount Beneficially Owned: 3,127,900 shares (b) Percent of Class: 7.57% The foregoing percentage is calculated based on 41,315,366 shares of Common Stock reported to be outstanding as of November 7, 2007 in the Issuer's Quarterly Report filed on Form 10-Q. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 3,127,900 shares (ii) Shared power to vote or to direct the vote: 0 shares

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------------------- ----------------- CUSIP NO. 45069D203 13G PAGE 4 OF 5 PAGES ------------------- ----------------- (iii) Sole power to dispose or to direct the disposition of: 3,127,900 shares (iv) Shared power to dispose or to direct the disposition of: 0 shares ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following |_|. N/A ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON The shares reported by the Reporting Person, a registered investment advisor, are held in separate individual client accounts, one separate limited partnership and eight commingled funds. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY N/A ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP N/A ITEM 9. NOTICE OF DISSOLUTION OF GROUP N/A ITEM 10. CERTIFICATION By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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------------------- ----------------- CUSIP NO. 45069D203 13G PAGE 5 OF 5 PAGES ------------------- ----------------- SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 14, 2008 ASHFORD CAPITAL MANAGEMENT, INC. By: /s/ Anthony M. Petrucci ------------------------------------ Anthony M. Petrucci Chief Financial Officer and Chief Compliance Officer