UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549

FORM 10-QSB

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

For the fiscal quarter ended: September 30, 2003
Commission file number: 333-36666

IBX GROUP, INC.
(Exact name of registrant as specified in its charter)

FLORIDA 65-0810941
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

350 JIM MORAN BOULEVARD
DEERFIELD BEACH, FLORIDA 33442
(Address of principal executive offices)
(Zip code)

(954) 312-1660
(Registrant's telephone number, including area code)

Indicate by check mark whether registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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
--- ---

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of November 12, 2003: 83,529,877 shares of common stock, $.005
par value per share.

IBX GROUP, INC. AND SUBSIDIARIES
FORM 10-QSB
QUARTERLY PERIOD ENDED SEPTEMBER 30, 2003
INDEX

Page
----
PART I - FINANCIAL INFORMATION

Item 1 - Consolidated Financial Statements

Consolidated Balance Sheet (Unaudited)
September 30, 2003.....................................................3

Consolidated Statements of Operations (Unaudited)
For the Three and Nine Months Ended September 30, 2003 and 2002........4

Consolidated Statements of Cash Flows (Unaudited)
For the Nine Months Ended September 30, 2003 and 2002..................5

Notes to Consolidated Financial Statements (Unaudited)................6-15

Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations................................16-23

Item 3 - Control and Procedures.........................................23

PART II - OTHER INFORMATION

Item 1 - Legal Proceedings..............................................24

Item 2 - Changes in Securities and Use of Proceeds......................24

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

Signatures..............................................................25

-2-

IBX GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
September 30, 2003
(Unaudited)

ASSETS
Current assets:
Cash ........................................................ $ 342,459
Accounts receivable, net of allowance for doubtful
accounts of $43,526 ..................................... 555,780
Other current assets ........................................ 100,102
-----------
Total current assets ................................ 998,341
-----------

Property and equipment, net .................................... 332,033
-----------
Other assets:
Intangible assets, net of accumulated amortization
of $16,712 .............................................. 224,660
Goodwill .................................................... 380,734
Other ....................................................... 3,126
-----------
Total other assets .................................. 608,520
-----------

Total assets ........................................ $ 1,938,894
===========

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Note payable ................................................ $ 275,172
Accounts payable ............................................ 523,530
Accrued expenses ............................................ 189,376
Payroll taxes payable ....................................... 1,284,317
Deferred revenue ............................................ 21,907
-----------
Total current liabilities ........................... 2,294,302
-----------
Commitments and contingencies

Stockholders' deficit:
Preferred Stock ($0.005 par value;
4,700,000 authorized shares;
none issued and outstanding) ............................ -
Class A Non-voting Convertible Preferred
Stock ($0.005 par value; 300,000 authorized shares;
57,000 shares issued and outstanding) ................... 285
Common stock ($0.005 par value; 100,000,000 authorized
shares; 72,777,877 shares issued and outstanding) ....... 363,890
Common stock issuable (454,100 shares) ...................... 2,271
Additional paid-in capital .................................. 3,433,359
Accumulated deficit ......................................... (3,777,492)
Less: Stock subscription receivable ......................... (296,695)
Less: Deferred compensation and consulting .................. (81,026)
-----------
Total stockholders' deficit ......................... (355,408)
-----------

Total liabilities and stockholders' deficit ......... $ 1,938,894
===========

See accompanying notes to consolidated financial statements.

-3-

IBX GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

For the Three Months Ended For the Nine Months Ended
September 30, September 30,
--------------------------- ---------------------------
2003 2002 2003 2002
------------ ------------ ------------ ------------

REVENUES ......................................... $ 648,737 $ 880,197 $ 2,854,220 $ 2,226,744
------------ ------------ ------------ ------------

OPERATING EXPENSES:
Salaries and payroll taxes ................... 673,462 306,072 1,693,556 900,846
Depreciation and amortization ................ 45,583 29,192 122,904 85,924
Professional fees ............................ 57,996 59,837 198,530 144,441
Rent ......................................... 100,811 58,645 288,761 164,445
Other selling, general and administrative .... 456,606 234,363 1,455,071 646,110
------------ ------------ ------------ ------------

Total Operating Expenses ................. 1,334,458 688,109 3,758,822 1,941,766
------------ ------------ ------------ ------------

INCOME (LOSS) FROM OPERATIONS .................... (685,721) 192,088 (904,602) 284,978
------------ ------------ ------------ ------------

OTHER EXPENSES:
Interest expense ............................. (11,670) (77,961) (57,512) (234,247)
------------ ------------ ------------ ------------

Total Other Expenses ..................... (11,670) (77,961) (57,512) (234,247)
------------ ------------ ------------ ------------

NET INCOME (LOSS) ................................ $ (697,391) $ 114,127 $ (962,114) $ 50,731
============ ============ ============ ============

EARNING (LOSS) PER SHARE:
Net Income (Loss) Per Common Share - Basic . $ (0.01) $ 0.00 $ (0.02) $ 0.00
============ ============ ============ ============
Net Income (Loss) Per Common Share - Diluted $ (0.01) $ 0.00 $ (0.02) $ 0.00
============ ============ ============ ============

Weighted Common Shares Outstanding - Basic . 58,300,682 37,237,500 50,907,536 37,237,500
============ ============ ============ ============
Weighted Common Shares Outstanding - Diluted 58,300,682 37,237,500 50,907,536 37,237,500
============ ============ ============ ============

See accompanying note to consolidated financial statements.

-4-

IBX GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

For the Nine Months
Ended September 30,
-----------------------------
2003 2002
----------- -----------

Cash flows from operating activities:
Net income (loss) ................................................... $ (962,114) $ 50,731
Adjustments to reconcile net loss to net cash
used in (provided by) operating activities:
Depreciation and amortization ................................... 122,904 85,924
Non-cash compensation and consulting expense .................... 196,590 30,107
Interest expense ................................................ - 1,752
Bad debt recovery ............................................... (10,503) -

(Increase) decrease in:
Accounts receivable ......................................... (387,207) (89,517)
Other current assets ........................................ (77,787) (41,562)
Other ....................................................... (3,126) -

Increase (decrease) in:
Accounts payable ............................................ 41,787 6,779
Accrued expenses ............................................ 82,492 (213,243)
Payroll taxes payable ....................................... 305,965 335,672
Customer deposits ........................................... (185,925) (120,502)
Deferred revenue ............................................ (165,593) -
Interest payable ............................................ - 34,576
----------- -----------
Net cash (used in) provided by operating activities ...................... (1,042,517) 80,717
----------- -----------
Cash flows from investing activities:
Net cash from acquisitions .......................................... 3,108 -
Purchase of property and equipment .................................. (126,651) (43,013)
----------- -----------
Net cash used in investing activities .................................... (123,543) (43,013)
----------- -----------
Cash flows from financing activities:
Proceeds from exercise of stock warrants ............................ 1,884,275 34,000
Checks outstanding in excess of bank balances ....................... (25,064) (62,210)
Payments on loans ................................................... (373,542) -
Proceeds from loans - related parties ............................... (454) 163,000
Proceeds from (payments on) advances from related party ............. - (100,424)
----------- -----------
Net cash provided by financing activities ................................ 1,485,215 34,366
----------- -----------

Net increase in cash ..................................................... 319,155 72,070
Cash at beginning of period .............................................. 23,304 2,191
----------- -----------
Cash at end of period .................................................... $ 342,459 $ 74,261
=========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during the period for:
Interest ............................................................ $ 43,255 $ 130,000
=========== ===========
Income Taxes ........................................................ $ - $ -
=========== ===========
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Exercise of common stock warrants for debt .......................... $ - $ 269,855
=========== ===========
Acquisition details:
Fair value of assets acquired ....................................... $ 256,565 $ 18,816
=========== ===========
Liabilities assumed ................................................. $ 9,432 $ 55,023
=========== ===========
Goodwill ............................................................ $ 309,527 $ 71,207
=========== ===========

See accompanying notes to consolidated financial statements.

-5-

IBX GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2003
(UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF ACCOUNTING POLICIES

IBX Group, Inc. (the "Company") was organized under the laws of the state of
Florida in July 1997 as Vidkid Distribution, Inc. ("Vidkid"). On September 25,
2001 (the "acquisition date"), the Company acquired all of the outstanding
capital stock of PriMed Technologies, Inc., a Florida corporation ("PriMed").
PriMed was organized under the laws of the State of Florida on February 4, 1999
as a limited liability company and reorganized as a corporation on January 1,
2000. PriMed was acquired in a stock-for-stock transaction in which PriMed's
shareholders received approximately 81% of the outstanding common stock of
Vidkid on a fully diluted basis. Under the Agreement, Vidkid issued 11,550,000
shares of its common stock in exchange for each and every share of common stock
of PriMed and Vidkid's name was changed to IBX Group, Inc.

The Company is engaged in providing administrative services (accounting, billing
and collection, claims processing, information management), network support and
maintenance to clients predominantly in the healthcare sector. In addition, the
Company has developed proprietary software and applications with interactive
web-enabled multimedia capabilities with which the Company will develop new
markets and lines of business. In September 2002, the Company acquired Florida
Health Source, LLC and entered the business of providing physical therapy
services to referred patients.

All of the shares and assets of the Company's primary operating subsidiary have
been pledged to secure a loan obligation to a creditor. Two of the Company's
primary officers have also pledged the shares of the Company owned by them. The
parties entered into an amended settlement agreement effective November 7, 2002
whereby the creditor agreed to dismiss his action against the Company. Pursuant
to the terms of the Agreement, the Company is obligated to make certain monthly
payments, all of which have been made to date. Mr. Dudziak, the creditor,
pursuant to the settlement agreement, has a lien and perfected security interest
on all of the assets of IBX Technologies, Inc., which is IBX's primary operating
subsidiary and on 11,550,000 shares of IBX common stock owned by Evan Brovenick
and David Blechman. As of September 30, 2003, approximately $275,000 was
outstanding on the loan. Failure to comply with the terms and conditions of the
loan documents could result in a default and the transfer of these assets and
shares to the lender.

The consolidated statements include the accounts of IBX Group, Inc. and its
wholly owned subsidiaries. All significant inter-company balances and
transactions have been eliminated.

Revenue derived from billing and collections and administrative services is
recognized at the completion of the service performed. Software application
revenue (from licensing) is recognized in accordance with the terms of the
specific agreements. Maintenance and support revenues are recognized over the
term of the related agreements. The Company's FHS subsidiary primarily acts as a
referral network for physical therapy patients who are referred by insurance
carriers. Revenue from providing physical therapy services was recognized upon
completion of the patient services and was recorded net of amounts due to
service providers for the fiscal year ended December 31, 2002. In 2003, the
Company re-evaluated this revenue recognition policy of the FHS subsidiary and
determined that it qualifies for the use of the Gross Method under EITF 99-19,
"Recording Revenues Gross as a Principal versus Net as an Agent". The cumulative
effect of the change in accounting principal was not material. Revenue from our
acquired subsidiaries is recognized as services are rendered.

-6-

IBX GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
September 30, 2003
(UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF NEW ACCOUNTING POLICIES
(CONTINUED)

The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and pursuant to the rules and regulations of the
Securities and Exchange Commission ("SEC"). The accompanying consolidated
financial statements for the interim periods are unaudited and reflect all
adjustments (consisting only of normal recurring adjustments) which are, in the
opinion of management, necessary for a fair presentation of the consolidated
financial position and consolidated operating results for the periods presented.
These consolidated financial statements should be read in conjunction with the
consolidated financial statements of IBX Group, Inc. for the year ended December
31, 2002 and 2001 and notes thereto contained in the Report on Form 10-KSB for
the year ended December 31, 2002 as filed with the SEC . The results of
operations for the nine months ended September 30, 2003 are not necessarily
indicative of the results for the full fiscal year ending December 31, 2003.

Basic earnings per share is computed by dividing net loss by weighted average
number of shares of common stock outstanding during each period. Diluted loss
per share is computed by dividing net loss by the weighted average number of
shares of common stock, common stock equivalents and potentially dilutive
securities outstanding during each period. Diluted loss per common share is not
presented because it is anti-dilutive. At September 30, 2003, there were options
and warrants to purchase 15,937,634 shares of common stock, which could
potentially dilute future earnings per share.
Intangible assets consist of acquired goodwill, acquired websites, and acquired
customer lists. Goodwill and other intangible assets are considered to have an
indefinite life pursuant to SFAS 142 and accordingly are not amortized until
their useful life is determined to be no longer indefinite. The Company
evaluates the remaining useful life of intangible assets that are not being
amortized each reporting period to determine whether events and circumstances
continue to support an indefinite useful life. If an intangible asset that is
not being amortized is subsequently determined to have a finite useful life, the
asset is tested for impairment in accordance with SFAS144. That intangible asset
shall then be amortized prospectively over its estimated remaining useful life
and accounted for in the same manner as other intangible assets that are subject
to amortization. Other intangible assets are being amortized over a three to ten
year term. Amortizable intangibles are also evaluated periodically for
impairment. The amortization expense in the three and nine month periods ended
September 30, 2003 was $8,456 and $16,712, respectively, compared to $0 and $0,
respectively, for the same periods in 2002

-7-

IBX GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
September 30, 2003
(UNAUDITED)

NOTE 2 - ACQUISITIONS

Effective April 1, 2003, the Company acquired all of the membership interests in
NursesStat, LLC, a Florida limited liability company. The closing date occurred
in late June 2003. NursesStat is a medical staffing application service
provider. The Company accounted for this acquisition using the purchase method
of accounting in accordance with SFAS No. 141. In connection with the
acquisition, the Company issued 3,000,000 and 200,000 shares of common stock to
the sellers and a third party, respectively. The value of the 3,000,000 common
shares issued of $.137 per share or $410,400 was determined based on the average
market price of the Company's common shares over the 5-day period before and
after the terms of the acquisition were agreed to and announced (March 17,
2003). Additionally, the Company issued 200,000 common shares to consultant in
connection with the acquisition of NursesStat. These shares were values at $.18
per share, based on the grant date, for a value of $36,000. The purchase price
exceeded the fair value of net assets acquired by $404,527. The Company has
applied $95,000 of the excess to customer lists based on the present value of
future cash flows of a sales contract, which is being amortized over a 36 month
period. The remaining excess of $309,527 has been applied to goodwill. The
results of operations of NursesStat are included in the consolidated results of
operations of the Company from the acquisition date of April 1, 2003. On April
1, 2003, the Company's NurseStat subsidiary entered into two employment
agreements with its Managing Directors. The term of the agreements are for three
years with an annual base salary of $80,000 each, with an option to renew for
two additional three years periods. Additionally, each of these individual will
be entitled to a bonus of 12.5% of net profits of NursesStat, as defined.

On May 5, 2003, the Company, through its wholly-owned subsidiary IBX
Transcription Services, Inc. ("IBXT"), acquired certain assets and the business
of ITS Acquisition, Inc. d/b/a Independent Transcription Services ("ITS"), a
Florida corporation. ITS provides dictation, transcription and document
management services for the healthcare industry. As a result of the acquisition,
the Company is a provider of transcription services for the healthcare industry
and will sell its transcription technology to ITS customers. It also expects to
reduce costs through economies of scale. The Company accounted for this
acquisition using the purchase method of accounting in accordance with SFAS No.
141. In connection with the acquisition of certain assets, prior to the
acquisition date, the Company issued 150,000 shares of common stock to the
seller. The value of the 150,000 common shares issued of $.1564 per share or
$23,460 was determined based on the fair market price of the Company's common
shares over the 5-day period before and after the terms of the acquisition were
agreed to and announced (May 5, 2003). The purchase price exceeded the fair
value of net assets acquired by $17,128. The excess has been applied to customer
lists and is being amortized over a 36 month period. The results of operations
of ITS are included in the consolidated results of operations of the Company
from the acquisition date of May 5, 2003 to June 30, 2003. Effective November 4,
2002, the Company's IBXT subsidiary entered into an employment agreement. The
term of the agreement is for one year with a base salary of $36,400.
Additionally, this individual will be entitled to a bonus of 10% of net taxable
income on any new business of IBXT and a bonus of 30% of net taxable income of
IBXT any new business of the IBXT that relates specifically to certain clients
as defined in the agreement.

-8-

IBX GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
September 30, 2003
(UNAUDITED)

NOTE 2 - ACQUISITIONS (CONTINUED)

On May 6, 2003, the Company, through its wholly-owned subsidiary, Medicompliant
Solutions II, Inc. ("Medicompliant"), acquired certain assets and the business
of Medicompliant Solutions and Legal Services, Inc. ("MSL"), a Florida
corporation. MSL provides outsourced legal compliance services for the
healthcare industry. As a result of the acquisition, the Company is expected to
be the leading provider of outsourced legal compliance services. The Company
accounted for this acquisition using the purchase method of accounting in
accordance with SFAS No. 141. The Company acquired MSL for cancellation of
approximately $20,000 owed to the Company under an informal agreement for back
rent. The Company had not recorded such rental income in prior periods since
collection was unlikely. Additionally, on May 6, 2003, Medicompliant granted an
option to a third party to purchase from Medicompliant, upon terms and
conditions as defined in the options agreement, such number of Medicompliant's
common shares as shall, after issuance, be equivalent to twenty (20%) percent of
all outstanding shares of Medicompliant, for a consideration of $.01 per share.
The results of operations of Medicompliant are included in the consolidated
results of operations of the Company from the acquisition date of May 6, 2003 to
September 30, 2003.

On May 20, 2003, the Company formed a new Florida limited liability company,
Robo Massage, LLC ("Robo"), in which the Company has an 80% interest.
Simultaneously, the Company issued 500,000 shares of common stock in connection
with a licensing agreement, whereby, Robo licensed the rights to "RoboMassage",
a programmable, interactive massage table for use in healthcare and leisure
settings. The licensor has the option to terminate the Licensing agreement at
the end of each year commencing January 2005 for year 2004 if for any such year,
the sum of royalties paid pursuant to the licensing agreement plus the
Licensor's distributions from its membership interest in Robo are less than
$25,000. Robo agreed to pay to Licensor a royalty calculated as 6% of realized
revenue, defined as cash revenue received by Robo from the sale of licensed
products. The Company valued the 500,000 common shares issued at $.1736 per
share based on the trading price on the May 20, 2003 license date or $86,800.
Amortization will begin once the Company places the license in service.

The assets acquired and liabilities assumed were as follows:

IBX Transcription Medicompliant
Services, Inc. NursesStat LLC Robo Massage Soultions II, Inc. Total
----------------- -------------- ------------ ------------------ ---------

Cash ..................... $ 2,548 $ 560 $ - $ - $ 3,108
Accounts receivable ...... 13,216 - - - 13,216
Other current assets ..... - 1,360 - - 1,360
Property and equipment ... - 26,376 - - 26,376
Patents .................. - 13,577 - - 13,577
Customer lists and license 17,128 95,000 86,800 1,267 200,195
Accounts payable ......... (9,432) - - (1,267) (10,699)
Goodwill ................. - 309,527 - - 309,527
-------- -------- ------- ------- ---------

Total purchase price ..... $ 23,460 $446,400 $86,800 $ - $ 556,660
======== ======== ======= ======= =========

-9-

IBX GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
September 30, 2003
(UNAUDITED)

NOTE 2 - ACQUISITIONS (CONTINUED)

The following unaudited pro forma consolidated results of operations have been
prepared as if the acquisitions had occurred as of the beginning of the
following periods:

Nine Months Ended Nine Months Ended
September 30, 2003 September 30, 2002
------------------ ------------------

Net Revenues ............................. $ 2,863,946 $2,226,744
Net (Loss) Income ........................ $ (978,989) $ 50,731
Net (Loss) Income per Share
from continuing operations .............. $ (0.02) $ .01

Pro forma data does not purport to be indicative of the results that would have
been obtained had these events actually occurred at the beginning of the periods
presented and is not intended to be a projection of future results.

NOTE 3 - LOAN PAYABLE

The Company's borrowings consisted of the following at September 30, 2003:

Loan payable to an individual, payable in various installments.
The loan payable includes accrued interest and is collateralized
by all of the assets of one of the Company's subsidiaries and
11,550,000 outstanding common shares of the Company held by
certain guarantors. See (a) below. ................................ $ 275,172

Less: Current portion of loans payable ............................ (275,172)
---------

Total ............................................................. $ -
=========

(a) On October 8, 2002, the Company made a payment and renegotiated a note
payable with an individual. Accordingly, the principal amount of such
note was reduced to $692,497 as of October 28, 2002. The lender
retroactively restated the per annum interest rate prior to October 8,
2002 from 25% to 15%. Furthermore, so long as the Company does not
breach this agreement, effective October 8, 2002, the annual rate of
interest was further reduced to 12.5% per annum. However, if the
Company defaults on this agreement the loan will contingently revert to
its previous outstanding balance on the date of this agreement with
interest at 25% per annum. Certain shareholders of the Company's have
pledged their shares of the Company owned by them and also personally
guaranteed the note. As on the date of this report, the Company has met
its obligations under this revised agreement. Failure to comply with
the terms and conditions of the loan documents could result in a
default and the transfer of these assets and shares to the lender.

-10-

IBX GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
September 30, 2003
(UNAUDITED)

NOTE 4 - RELATED PARTY TRANSACTIONS

Certain officers/shareholders of the Company from time to time advanced funds to
the Company for operations. These amounts are non-interest bearing,
non-collateralized, and are payable on demand. These advances are subordinated
to the loan payable (see Note 2).

NOTE 5 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

The Financial Accounting Standards Board has recently issued several new
accounting pronouncements:

Statement No. 146, "Accounting for Exit or Disposal Activities" ("SFAS 146")
addresses the recognition, measurement, and reporting of cost that are
associated with exit and disposal activities that are currently accounted for
pursuant to the guidelines set forth in EITF 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to exit an Activity
(including Certain Cost Incurred in a Restructuring)," cost related to
terminating a contract that is not a capital lease and one-time benefit
arrangements received by employees who are involuntarily terminated - nullifying
the guidance under EITF 94-3. Under SFAS 146, the cost associated with an exit
or disposal activity is recognized in the periods in which it is incurred rather
than at the date the Company committed to the exit plan. This statement is
effective for exit or disposal activities initiated after December 31, 2002 with
earlier application encouraged. The adoption of SFAS 146 did not have a material
impact on the Company's financial position, results of operations or liquidity.

In December 2002, the FASB issued Statement of Financial Accounting Standards
No. 148, Accounting for Stock-Based Compensation - Transition and Disclosure.
Statement 148 provides alternative methods of transition to Statement 123's fair
value method of accounting for stock-based employee compensation. It also amends
the disclosure provisions of Statement 123 and APB Opinion No. 28, Interim
Financial Reporting, to require disclosure in the summary of significant
accounting policies of the effects of an entity's accounting with respect to
stock-based employee compensation on reported net income and earnings per share
in annual and interim financial statements. Statement 148's amendment of the
transition and annual disclosure requirements of Statement's 123 are effective
for fiscal years ending after December 15, 2002. Statement 148's amendment of
the disclosure requirements of Opinion 28 is effective for interim periods
beginning after December 15, 2002. The adoption of the disclosure provisions of
Statement 148 as of December 31, 2002 did not have a material impact on the
Company's financial condition or results of operations.

In November 2002, the FASB issued FASB Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" (FIN 45). FIN 45 requires that upon
issuance of a guarantee, a guarantor must recognize a liability for the fair
value of an obligation assumed under a guarantee. FIN 45 also requires
additional disclosures by a guarantor in its interim and annual financial
statements about the obligations associated with guarantees issued. The
recognition provisions of FIN 45 are effective for any guarantees issued or
modified after December 31, 2002. The disclosure requirements are effective for
financial statements of interim or annual periods ending after December 15,
2002. . The adoption of this pronouncement does not have a material effect on
the earnings or financial position of the Company.

-11-

IBX GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
September 30, 2003
(UNAUDITED)

NOTE 5 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONTINUED)

In January 2003, the FASB issued Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities." FIN 46 requires that if an entity
has a controlling financial interest in a variable interest entity, the assets,
liabilities and results of activities of the variable interest entity should be
included in the consolidated financial statements of the entity. FIN 46 requires
that its provisions are effective immediately for all arrangements entered into
after January 31, 2003. The Company does not have any variable interest entities
created after January 31, 2003. For those arrangements entered into prior to
January 31, 2003, the FIN 46 provisions are required to be adopted at the
beginning of the first interim or annual period beginning after June 15, 2003.
The Company has not identified any variable interest entities to date and will
continue to evaluate whether it has variable interest entities that will have a
significant impact on its consolidated balance sheet and results of operations.

In January 2003, the EITF finalized a consensus on Issue No. 02-16, "Accounting
by a Customer (Including a Reseller) for Cash Consideration Received from a
Vendor." The Task Force concluded that cash consideration in excess of specific
identifiable costs, including sales incentives, allowances, discounts, coupons,
rebates and price reductions, when meeting certain criteria, constitute a
reduction in vendor price, and should therefore be reflected as a reduction in
cost of sales when the related merchandise is sold. The EITF concluded that this
literature should be applied to new arrangements, including modifications of
existing arrangements, entered into after December 31, 2002. We adopted EITF
02-16 as of January 1, 2003. The adoption of EITF 02-16 had an immaterial impact
on our consolidated financial position and results of operations.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity." This statement
establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. This
statement is effective for financial instruments entered into or modified after
May 31, 2003, and otherwise is effective for the first interim period beginning
after June 15, 2003, with certain exceptions. The adoption of SFAS No. 150 did
not have a significant impact on our consolidated financial position or results
of operations.

NOTE 6 - STOCKHOLDERS' DEFICIT

Preferred Stock

In August 2002, the Company designated 300,000 shares of its authorized
preferred stock as Class A Non-Voting Convertible Preferred Stock ("Class A
Preferred"). Each share of Class A Preferred is convertible into 100 shares of
common stock. A holder of Class A Preferred may not convert shares if such
conversion would result in such holder owning in excess of 4.9% of the Company's
common stock. At such time, 80,000 shares of Class A Preferred were issued in
exchange for 8,000,000 shares of common stock held by one entity. During the
three months ended September 30, 2003, the Class A preferred shareholder
converted 23,000 Class A preferred shares into 2,300,000 shares of common stock.

-12-

IBX GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
September 30, 2003
(UNAUDITED)

NOTE 6 - STOCKHOLDERS' DEFICIT (CONTINUED)

Common Stock

In April 2003, a consultant to the Company entered into separate agreements with
the Tucker Family Spendthrift Trust and the Calvo Family Spendthrift Trust
pursuant to which he has the right to purchase all of the class A warrants from
the Tucker Family Spendthrift Trust and all of the class E warrants from the
Calvo Family Spendthrift Trust. The Trusts have agreed with the consultant to
not exercise the warrants so long as the consultant purchases 1,000,000 warrants
per month from each Trust. As consideration for arranging the transaction
between the parties, the Company agreed to pay another third party a finder's
fee of $.005 per warrant for each warrant that is purchased by the consultant
and subsequently exercised. There is no financial accounting effect of these
transactions other than offsetting the fee paid against paid in capital as an
offering cost.

During the three months ended September 30, 2003, warrants holders of the
Company exercised warrants to purchase 16,915,000 shares of common stock at $.10
per share for net proceeds of $963,000 (net of $273,250 offering costs paid and
$116,250 of offering costs payable and included in accrued expenses) and a
subscription receivable of $266,625.

During the three months ended June 30, 2003, the Company extended the expiration
date of it $.10 warrants to December 31, 2003 and the $.20 warrants to June 24,
2004

In September 2003, the Company modified the terms of the outstanding warrants to
purchase 20,000,000 shares of the Company's common stock. The warrants had an
exercise price of $.20 per warrant and an expiration date of June 24, 2004. The
exercise price has been lowered to $.10 per share until December 31, 2003. The
Company could extend the period in which the price reduction is in effect. There
was no accounting effect of the modification.

In April 2003, in connection with the acquisition of NursesStat LLC, the Company
was required to issue 3,000,000 shares of common stock. Additionally, in April
2003, as part of this acquisition, the Company issued 200,000 shares of common
stock to a consultant for services rendered. (See note 2). During September
2003, the Company issued 2,545,900 shares of common stock issuable in connection
with this acquisition. At September 30, 2003, 454,100 common shares remain
issuable and are included in common stock issuable at September 30, 2003.

In July 2003, 2,300,000 shares of common stock were issued in exchange for
23,000 shares of Class A preferred stock. At the exchange date, the fair market
value of the issued preferred stock equaled the fair market value of the
exchanged common shares resulting in no charges to operations.

-13-

IBX GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
September 30, 2003
(UNAUDITED)

NOTE 7 - SEGMENT INFORMATION

For the three and nine months ended September 30, 2003, the Company operated in
two reportable business segments - (1) healthcare transaction management and
technology services and (2) physical therapy and rehabilitation services. The
healthcare transaction management and technology services segment provides the
healthcare industry with a combination of administrative services and technology
development, including but not limited to physicians practice management,
billing and collections, network services, transcription services, staffing
solutions, and software application development. The physical therapy and
rehabilitation services segment operates multi-disciplinary clinics offering
physical therapy, occupational medicine, pain management, chiropractic care and
wellness services. The Company's reportable segments are strategic business
units that offer different products, which compliment each other. They are
managed separately based on the fundamental differences in their operations.
Information with respect to these reportable business segments for the three and
nine months ended September 30, 2003 is as follows.

FOR THE THREE FOR THE THREE FOR THE NINE FOR THE NINE
MONTHS ENDED MONTHS ENDED MONTHS ENDED MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
2003 2002 2003 2002
------------- ------------- ------------- -------------

NET REVENUES:
Healthcare Transaction
Management and Technology ... $ 472,532 $ 880,197 $ 2,287,842 $ 2,226,744
Physical Therapy and Rehabilitation ... 176,205 - 566,378 -
----------- --------- ----------- -----------

Consolidated Net Revenue ... 648,737 880,197 2,854,220 2,226,744
----------- --------- ----------- -----------

OPERATING EXPENSES:
Healthcare Transaction
Management and Technology ... 1,071,022 658,917 2,884,031 1,855,842
Physical Therapy and Rehabilitation ... 217,853 - 751,887 -
DEPRECIATION:
Healthcare Transaction
Management and Technology ... 43,036 29,192 116,469 85,924
Physical Therapy and Rehabilitation ... 2,547 - 6,435 -
INTEREST EXPENSE:
Healthcare Transaction
Management and Technology ... 11,670 77,961 57,512 234,247
Physical Therapy and Rehabilitation ... - - - -
----------- --------- ----------- -----------

INCOME (LOSS):
Healthcare Transaction
Management and Technology ... $ (653,196) $ 114,127 $ (770,170) $ 50,731
Physical Therapy and Rehabilitation ... (44,195) - (191,944) -
----------- --------- ------------ -----------

NET INCOME( LOSS) ... $ (697,391) 114,127 $ (962,114) $ 50,731
=========== ========= ============ ===========

TOTAL ASSETS AT SEPTEMBER 30, 2003 AND 2002:
Healthcare Transaction
Management and Technology ....................................... 1,640,120 $ 601,237
Physical Therapy and Rehabilitation ....................................... 298,774 -
------------ -----------

Consolidated Asset Total ....................................... 1,938,894 $ 601,237
============ ===========

-14-

IBX GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
September 30, 2003
(UNAUDITED)

NOTE 8 - GOING CONCERN

As reflected in the accompanying consolidated financial statements, the Company
has a working capital deficiency of $1,295,961 at September 30, 2003, and has an
accumulated deficit and stockholders' deficit of $3,777,492 and $355,408,
respectively, and has cash used in operations of $1,042,517 for the nine months
ended September 30, 2003. The ability of the Company to continue as a going
concern is dependent on the continuation of profitable operations, its ability
to maintain positive cash flows from operations, and the obtaining additional
equity and/or debt financing to pay off outstanding debt obligations and unpaid
payroll taxes. There can be no assurance that the Company's efforts will be
successful. The consolidated financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going concern.
No estimate has been made should management's plan be unsuccessful.

NOTE 9 - SUBSEQUENT EVENTS

Line of Credit Agreement

On October 24, 2003, the Company entered into a line of credit agreement with a
financial institution. The Company can borrow up to $425,000. Interest is
payable on the outstanding principal balance by adding the prevailing base loan
rate charged by the financial institution and the sliding scale percentage rate,
determined by the level of the daily net loan balance ranging from 2.5% to .75%
over the base loan rate. The loan is payable on demand.

Common Stock

Subsequent to September 30, 2003, warrants holders of the Company exercised
warrants to purchase 10,500,000 shares of common stock at $.10 per share for net
proceeds of $840,000.

In October 2003, the Company issued 252,000 shares of common stock issuable at
September 30, 2003.

-15-

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following analysis of the results of operations and financial condition of
the Company should be read in conjunction with the consolidated financial
statements of IBX Group, Inc. for the year ended December 31, 2002 and 2001 and
notes thereto contained in the Report on Form 10-KSB as filed with the
Securities and Exchange Commission.

This report on Form 10-QSB contains forward-looking statements that are subject
to risks and uncertainties that could cause actual results to differ materially
from those discussed in the forward-looking statements and from historical
results of operations. Among the risks and uncertainties which could cause such
a difference are those relating to our dependence upon certain key personnel,
our ability to manage our growth, our success in implementing the business
strategy, our success in arranging financing where required, and the risk of
economic and market factors affecting us or our customers. Many of such risk
factors are beyond the control of the Company and its management.

ORGANIZATION

For financial accounting purposes, the exchange of stock was treated as a
recapitalization of PriMed with the former shareholders of Vidkid retaining
2,637,500 or approximately 19% of the outstanding stock. The stockholders'
equity section reflects the change in the capital structure of PriMed due to the
recapitalization and the consolidated financial statements reflect the
operations of PriMed for the periods presented and the operations of IBX Group,
Inc. from the acquisition date.

All of the shares and assets of the Company's primary operating subsidiary have
been pledged to secure a loan obligation to a creditor. Two of the Company's
primary officers have also pledged the shares of the Company owned by them. .
The parties entered into an amended settlement agreement effective November 7,
2002 whereby the creditor agreed to dismiss his action against the Company.
Pursuant to the terms of the Agreement, the Company is obligated to make certain
monthly payments, all of which have been made to date. Mr. Dudziak, the
creditor, pursuant to the settlement agreement, has a lien and perfected
security interest on all of the assets of IBX Technologies, Inc., which is IBX's
primary operating subsidiary and on 11,550,000 shares of IBX common stock owned
by Evan Brovenick and David Blechman. As of September 30, 2003, approximately
$275,000 was outstanding on the loan. As of November 14, 2003, $180,414 was
outstanding. Failure to comply with the terms and conditions of the loan
documents could result in a default and the transfer of these assets and shares
to the lender.

-16-

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)

CURRENT DEVELOPMENTS

We have entered into several non-binding letters of intent to make several
acquisitions as follows:

In July 2003, we announced our intent to acquire St. Petersberg-based First
Rehab Plus, Inc., a practice consisting of 7 Medicare- certified physical
therapy and rehabilitation facilities of Florida's west coast. We have ceased
our negotiations related this acquisition. However, we have tentatively agreed
on a transaction with a secured lender to provide accounts receivable management
and other services to the secured lender to assist the lender in running the
business.

In August 2003, we announced our intent to acquire Stat Medical Services, Inc.
("Stat"), a 15-year veteran in the medical staffing and employee leasing
business. As of the date of this report, we have not closed on this acquisition.
We expect to finalize this acquisition in December 2003. We are currently
involved in the management of Stat and have incurred expenses in the period
related to this pending acquisition. Since we did not close on this transaction,
as previously expected, our revenue projections have not been met.

In September 2003, we announced our intent to acquire two Medicare-certified
physical therapy and chiropractic practices in Broward County, Florida
(Southeast Medical Centers and East Coast Rehab. As of the date of this report,
we have not closed on this acquisition. We expect to finalize this acquisition
in December 2003. We are currently involved in the business of these two
facilities and have incurred expenses in the period related to this pending
acquisition. Since we did not close on this transaction, as previously expected,
our revenue projections have not been met.

RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 2002

REVENUES

Revenues are generated from our administrative services (accounting, billing and
collection, claims processing, information management, transcription and legal
services) and from our business of providing physical therapy services to
referred patients. Revenues for the three months ended September 30, 2003 were
$648,737 as compared to revenues for the three months ended September 30, 2002
of $880,197, a decrease of $231,460 or 26.3%. Revenues from our health
transaction management and technology segment decreased to $472,532 for the
three months ended September 30, 2003 as compared to $880,197 for the three
months ended September 30, 2002, a decrease of $407,665. The decrease was
attributable to a decrease in collections on behalf of customers under the
Company's service contracts. Our collection rate has decreased as we wind up
certain portfolios. With the addition of new portfolios, we expect our revenue
to increase on the fourth quarter of 2003. Additionally, in June 2003, Hilco
modified their service agreement with us. The modification of this agreement had
an adverse effect on our revenue during the September quarter. This decrease in
revenues was offset by the revenues generated from our physical therapy clinics
and services of $176,205. For the three months ended September 30, 2003,
revenues by segment consisted of the following. For the three months ended
September 30, 2002, we only operated in the health transaction management and
technology segment.

Health transaction management and technology segment $472,532
Physical therapy and rehabilitation services segment 176,205
--------
Total revenues ............................ $648,737
========

-17-

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)

RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 2002 (CONTINUED)

OPERATING EXPENSES

The Company's operating results for the quarter were materially impacted by the
start-up costs for the several acquisitions that were consummated during 2003,
including Florida HealthSource, IBX Transcription, NurseStat and MediCompliant,
while the core business also recorded a loss due to expenses in closing the
Jacksonville facility and marketing expenses. The Company expects that these new
businesses will have substantially increased revenues and lower expenses in
2004.

Salaries and payroll taxes were $673,462 for the three months ended September
30, 2003 as compared to $306,072 for the three months ended September 30, 2002.
Salaries, which consist of salaried and hourly employees, include staff used for
our administrative services, our technical development staff, marketing staff
and office personnel, and clinic staff. Overall, for the three months ended
September 30, 2003, salary and payroll expenses increased by $367,390 or 120%.
The increase is attributable to an increase in billing and collections staff
required to service our growing billing and collection contracts of $61,407,
increased staff related to our physical therapy and rehabilitation segment of
$68,612, and increased staff from related to our acquisitions during the period
of $239,603.

Depreciation and amortization expense for the three months ended September 30,
2003 was $45,583 as compared to $29,192 for the three months ended September 30,
2002 due to an increase in depreciable assets from additions primarily in the
Company's subsidiary, FHS and NurseStat.

Professional fees were $57,996 for the three months ended September 30, 2003 as
compared to $59,837 for the three months ended September 30, 2002, a decrease of
$1,841 or 3%.

Rent expense was $100,811 for the three months ended September 30, 2003 as
compared to $58,645 for the three months ended September 30, 2002, an increase
of $42,166. Currently, we offset our rent expense by subleasing office space to
certain entities on a month-to-month basis. Due to our growth and need for
additional space, reductions in rent expense due to sublease income has
decreased. Additionally, we incurred additional rent expense related to our
physical therapy and rehabilitation segment of $35,571 versus none in the prior
period.

Other selling, general and administrative expenses, which include advertising,
insurance, contract labor, consulting expense, travel and entertainment,
telephone, and other expenses, were $456,606 for the three months ended
September 30, 2003 as compared to $234,363 for the three months ended September
30, 2002 as is summarized by segment as follows:

Health transaction management and technology segment ... $342,936
Physical therapy and rehabilitation services segment ... 113,670
--------
Total other selling, general and administrative $456,606
========

For our health transaction management and technology segment, other selling,
general administrative expenses increased by $108,573. Additional increases were
attributable to increased advertising, health insurance expense, and commissions
offset by a decrease in outside services and other expenses due to cost cutting
measures. The physical therapy and rehabilitation services segment did not exist
in the prior period.

-18-

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)

RESULTS OF OPERATIONS

Interest expense was $11,670 for the three months ended September 30, 2003 as
compared to $77,961 for the three months ended September 30, 2002. The decrease
was attributable to the fact that we renegotiated our primary loan to more
favorable terms in October 2002, reducing our interest rate fro 25% to 12.5%.
Additionally, we entered into an installment agreement with the U.S. Internal
Revenue Service (IRS) in October 2002 relating to unpaid payroll taxes. In
connection with this installment agreement, interest expense related to the
unpaid payroll taxes has decreased.

As a result of these factors, we reported a net loss of $(697,391) or $(.01) per
share for the three months ended September 30, 2003 as compared to net income of
$114,127 or ($.00) per share for the three months ended September 30, 2002.

NINE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 2002

The Company's operating results for the nine month period were materially
impacted by the start-up costs for the several acquisitions that were
consummated during 2003, including Florida HealthSource, IBX Transcription,
NurseStat and MediCompliant, while the core business also recorded a loss due to
expenses in closing the Jacksonville facility and marketing expenses. The
Company expects that these new businesses will have substantially increased
revenues and lower expenses in 2004.

REVENUES

Revenues are generated from our administrative services (accounting, billing and
collection, claims processing, information management, transcription and legal
services) and from our business of providing physical therapy services to
referred patients. Revenues for the nine months ended September 30, 2003 were
$2,854,220 as compared to revenues for the nine months ended September 30, 2002
of $2,226,744, an increase of $627,476 or 28%. Revenues from our health
transaction management and technology segment increased to $2,287,842 for the
nine months ended September 30, 2003 as compared to $2,226,744 for the nine
months ended September 30, 2002, an increase of $61,098. The increase was due to
the signing of new service agreements and the Hilco servicing agreement, for
which we recorded revenues of $187,500 for the nine months ended September 30,
2003. This increase was offset by a decrease in collections on behalf of
customers under the Company's service contracts. Our collection rate has
decreased as we wind up certain portfolios. With the addition of new portfolios,
we expect our revenue to increase on the fourth quarter of 2003. Additionally,
in June 2003, Hilco modified their service agreement with us. This decrease in
revenues was offset by the revenues generated from our physical therapy clinics
and services of $566,378. Additional revenues of approximately $114,907 were
derived from our second quarter acquirees. For the nine months ended September
30, 2003, revenues by segment consisted of the following. For the nine months
ended September 30, 2002, we only operated in the health transaction management
and technology segment.

Health transaction management and technology segment $2,287,842
Physical therapy and rehabilitation services segment 566,378
----------
Total revenues ............................ $2,854,220
==========

-19-

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)

OPERATING EXPENSES

Salaries and payroll taxes were $1,693,556 for the nine months ended September
30, 2003 as compared to $900,846 for the nine months ended September 30, 2002.
Salaries, which consist of salaried and hourly employees, include staff used for
our administrative services, our technical development staff, marketing staff
and office personnel, and clinic staff. Overall, for the nine months ended
September 30, 2003, salary and payroll expenses increased by $792,710 or 88%.
The increase is attributable to an increase in billing and collections staff
required to service our growing billing and collection contracts and an increase
in administrative salaries due to our acquisitions of $298,784, increased staff
related to our physical therapy and rehabilitation segment of $292,967, and
increased staff from related to our acquisitions during the second quarter of
$200,959.

Depreciation and amortization expense for the nine months ended September 30,
2003 was $122,904 as compared to $85,924 for the nine months ended September 30,
2002 due to an increase in depreciable assets from additions primarily in the
Company's subsidiary, FHS and NurseStat.

Professional fees were $198,530 for the nine months ended September 30, 2003 as
compared to $144,441 for the nine months ended September 30, 2002, an increase
of $55,930 or 37.4%. The increase was attributable to increased legal fees
associated with our acquisitions as of September 30, 2003 as well as increased
reporting obligations as a public company.

Rent expense was $288,761 for the nine months ended September 30, 2003 as
compared to $164,445 for the nine months ended September 30, 2002, an increase
of $82,295. We incurred additional rent expense related to our physical therapy
and rehabilitation segment of $85,975 versus none in the prior period.
Currently, we offset our rent expense by subleasing office space to certain
entities on a month-to-month basis. Due to our growth and need for additional
space, we may record less sublease income in the near future.

Other selling, general and administrative expenses, which include advertising,
insurance, contract labor, consulting expense, travel and entertainment,
telephone, and other expenses, were $1,455,071 for the nine months ended
September 30, 2003 as compared to $646,110 for the nine months ended September
30, 2002 as is summarized by segment as follows:

Health transaction management and technology segment $1,082,126
Physical therapy and rehabilitation services segment 372,945
----------
Total other selling, general and administrative $1,455,071
==========

For our health transaction management and technology segment, other selling,
general administrative expenses increased by $436,016. During the nine months
ended September 30, 2003, we recorded non-cash consulting expense of $166,000
related to the granting of 2,000,000 warrants to a consultant. Additionally, we
incurred other selling, general and administrative expenses of $112,289 from our
subsidiaries acquired in the second quarter. Additional increases were
attributable to increased advertising, health insurance expense, and commissions
offset by a decrease in outside services and other expenses due to cost cutting
measures. The physical therapy and rehabilitation services segment did not exist
in the prior period.

-20-

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)

Interest expense was $57,512 for the nine months ended September 30, 2003 as
compared to $234,247 for the nine months ended September 30, 2002. The decrease
was attributable to the fact that we renegotiated our primary loan to more
favorable terms in October 2002, reducing our interest rate fro 25% to 12.5%.
During the nine months ended September 30, 2003, we paid off a substantial
amount of our outstanding loan payable. Additionally, we entered into an
installment agreement with the U.S. Internal Revenue Service (IRS) in October
2002 relating to unpaid payroll taxes. In connection with this installment
agreement, interest expense related to the unpaid payroll taxes has decreased.
As a result of these factors, we reported a net loss of $(962,114) or $(.02) per
share for the nine months ended September 30, 2003 as compared to net income of
$50,731 or $.00 per share for the nine months ended September 30, 2002.

LIQUIDITY AND CAPITAL RESOURCES

During the first part of 2002, our overall performance was hampered due to
continuing inadequacy of funding to meet our needs. During the second half of
2002 and through September 30, 2003, we received a $500,000 payment from Hilco
Receivables LLC for services and received $1,963,275 in net proceeds from the
exercise of warrants. Since December 31, 2002, we paid down the principal
balance of our outstanding loan payable by $373,542 with these proceeds.
Additional uses of these proceeds were for working capital and to cover expense
incurred in connection with our acquisitions.

At September 30, 2003, we had a stockholders' deficit of $355,308. We have an
accumulated deficit from losses of $3,777,492. Our operations and growth during
2002 and 2003 have been funded from loans from third parties amounting to
$163,000, exercises of warrants aggregating $1,963,275 and the conversion of
$269,854 of loans and payables to equity. These funds were used for working
capital and capital expenditures, and in connection with our acquisitions..

We entered into an installment agreement with the U.S. Internal Revenue Service
in October 2002 relating to unpaid payroll taxes through June 2002, which
requires us to pay $12,000 per month for 84 months. We have incurred additional
payroll tax liabilities subsequent to June 30, 2002 which have been accrued on
the accompanying balance sheet. Additionally, we have accrued penalties and
interest on payroll tax liabilities incurred subsequent to June 30, 2002. At
September 30, 2003, accrued payroll taxes aggregated $1,284,317.

We have no other material commitments for capital expenditures. Other than cash
generated from our operations, exercise of warrants and loans and advances from
shareholders, we have no external sources of liquidity. During the nine months
ended September 30, 2003, 25,730,000 warrants were exercised providing
$1,884,275 of cash after related expenses. All Class A warrants have been
exercised. We expect that additional outstanding class B warrants will be
exercised in the fourth quarter of 2003, which will provide additional cash.

During the three months ended June 30, 2003, the Company extended the expiration
date of it $.10 warrants to December 31, 2003 and the $.20 warrants to June 24,
2004

In September 2003, the Company modified the terms of the outstanding warrants to
purchase 20,000,000 shares of our common stock. The warrants had an exercise
price of $.20 per warrant and an expiration date of June 24, 2004. The exercise
price has been lowered to $.10 per share until December 31, 2003. The Company
could extend the period in which the price reduction is in effect.

We may not have sufficient cash flow from operations to sufficiently meet all of
our cash requirements for the next 12 months. Our ability to continue as a going
concern is dependent upon our ability to attain a satisfactory level of
profitability, have access to suitable financing, satisfy our contractual
obligations with creditors on a timely basis and develop further revenue
sources. In September 2003, we modified certain warrants related to 20,000,000

-21-

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)

shares of our common stock, issuable upon the exercise of currently outstanding
warrants. The warrants had an exercise price of $.20 per warrant and an
expiration date of June 24, 2003. The expiration date has been extended to June
24, 2004 and the exercise price has been lowered to $.10 per share. The Company
could extend the period in which the price reduction is in effect. Additional
warrants were exercised in October 2003.

Net cash used in operations during the nine months ended September 30, 2003 was
$(1,042,517) as compared net cash provided by operations of $80,717 for the nine
months ended September 30, 2002. Net cash used in operations during the nine
months ended September 30, 2003 was substantially attributable to a net loss of
$(962,114), an increase in accounts receivable of $387,207 and other currents
assets of $77,787, a decrease in customer deposits of $185,925, and a decrease
in deferred revenue of $154,593, offset by a the add back of non-cash charges
for depreciation of $122,904, non-cash compensation and consulting expense of
$196,590, an increase in payroll taxes payable of $305,965, and an increase in
accounts payable of $41,787. Net cash provided by operations during the nine
months ended September 30, 2002 was $87,717 and was substantially attributable
to net income of $50,731, non-cash charges for depreciation of $85,924, non-cash
compensation and consulting expenses of $30,107, increases in payroll taxes
payable of $335,672, and an increase in interest payable of $34,576, offset by
increases in accounts receivable of $(89,517) and other current assets of
$(41,562), and decreases in customer deposits of $(120,502) and accrued expenses
of $(213,243).

Net cash used in investing activities during the nine months ended September 30,
2003 was $(123,543) relating to the purchase of property and equipment of
$(126,651) offset by cash acquired in acquisitions of $3,108 compared to net
cash used in investing activities of $(43,013) for the nine months ended
September 30, 2002 relating to the purchase of property and equipment.

Net cash provided by financing activities for the nine months ended September
30, 2003 was $1,485,215 as compared to net cash provided by financing activities
of $34,366 for the nine months ended September 30, 2002. During the nine months
ended September 30, 2003, we received proceeds from the exercise of warrants of
$1,884,275 offset by a decrease in checks outstanding in excess of bank balances
of $25,064 and loan repayments of $373,542. During the nine months ended
September 30, 2002, we received proceeds from the exercise of warrants of
$34,000, net proceeds from loans and related party advances of $163,000 , offset
by a decrease in checks outstanding in excess of bank balances of $62,210, and
by cash used to repay loans payable of $100,424.

We are currently increasing our marketing efforts and sales force and are
aggressively seeking new clients and new businesses that will increase our
revenues. . We believe that our working capital will improve as our
profitability improves and as we pay off certain debt settlements. Nevertheless,
we can provide no assurance as to our future profitability or access to capital
markets.

CRITICAL ACCOUNTING POLICIES

A summary of significant accounting policies is included in Note 1 to the
audited financial statements included in our Annual Report on Form 10-KSB for
the year ended December 31, 2002 as filed with the United States Securities and
Exchange Commission. We believe that the application of these policies on a
consistent basis enables us to provide useful and reliable financial information
about our operating results and financial condition.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results may differ from those estimates.

We account for stock transactions in accordance with APB Opinion No. 25,
"Accounting for Stock Issued to Employees." In accordance with Statement of
Financial Accounting Standards No. 123 ("SFAS 123"), "Accounting for Stock-Based
Compensation," we adopted the pro forma disclosure requirements of SFAS 123.

ITEM 3. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, under the supervision and with the participation of our chief
executive officer and chief financial officer, conducted an evaluation of our
"disclosure controls and procedures" (as defined in the Securities Exchange Act
of 1934 (the "Exchange Act") Rules 13a-14I) within 90 days of the filing date of
this Quarterly Report on Form 10-QSB (the "Evaluation Date"). Based on their
evaluation, our chief executive officer and chief financial officer have
concluded that as of the Evaluation Date, our disclosure controls and procedures
are effective to ensure that all material information required to be filed in
this Quarterly Report on Form 10-QSB has been made known to them in a timely
fashion.

Changes in Internal Controls

There have been no significant changes (including corrective actions with regard
to significant deficiencies or material weaknesses) in our internal controls or
in other factors that could significantly affect these controls subsequent to
the Evaluation Date set forth above.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None

Item 2. Changes in Securities and Use of Proceeds

Preferred Stock

Common Stock

During the three months ended June 30, 2003, the Company extended the expiration
date of it $.10 warrants to December 31, 2003 and the $.20 warrants to June 24,
2004

In April 2003, in connection with the acquisition of NursesStat LLC, the Company
was required to issue 3,000,000 shares of common stock. Additionally, in April
2003, as part of this acquisition, the Company issued 200,000 shares of common
stock to a consultant for services rendered. During September 2003, the Company
issued 2,545,900 shares of common stock issuable in connection with this
acquisition. At September 30, 2003, 454,100 common shares remain issuable and
are included in common stock issuable at September 30, 2003.

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Item 4. Submission of Matters to Vote of Security Holders

None

Item 5. Other Information

On September 18, 2003, we accepted the resignation of Steven Adelstein
as a Director of the Company's Board of Directors.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

31.1 Certification by Chief Executive Officer Pursuant to Section 302
31.2 Certification by Chief Financial Officer Pursuant to Section 302
32.1 Certification by Chief Executive Officer Pursuant to Section 906
32.2 Certification by Chief Financial Officer Pursuant to Section 906

(b) Reports on Form 8-K

None

SIGNATURES

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, thereunto duly authorized.

IBX GROUP, INC.

Dated: November 14, 2003 By: /s/ Evan Brovenick
------------------------
Evan Brovenick,
Chief Executive Officer,
President and Director

Dated: November 14, 2003 By: /s/ David Blechman
------------------------
David Blechman
Treasurer

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