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

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

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002

                                    000-30527
                            (Commission file number)

                             OPTIMARK HOLDINGS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                   DELAWARE                                   22-3730995
(State or Other Jurisdiction of Incorporation or           (I.R.S. Employer
                 Organization)                            Identification No.)

  10 Exchange Place, 24th Floor, Jersey City, NJ                 07302
     (Address of Principal Executive Offices)                 (Zip Code)



                                 (201) 536-7141
              (Registrant's telephone Number, including area code)


         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or Section 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 / / No /X/

         Indicate by check mark whether the registrant is an  accelerated  filer
(as defined in Rule 12b-2 of the Exchange Act) Yes / / No /X/

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest practicable date:

At November 30, 2002, the number of shares outstanding of the registrant's
common stock was 33,369,913.


<PAGE>




                                      INDEX


PART I       FINANCIAL INFORMATION

Item 1.      Condensed Consolidated Financial Statements

             Consolidated Balance Sheets as of September 30, 2002 (Unaudited)
             and December 31, 2001

             Consolidated Statements of Operations and Comprehensive Loss for
             the Three Months and Nine Months Ended September 30, 2002 and
             September 30, 2001 (Unaudited)

             Consolidated Statements of Cash Flows for the Nine Months Ended
             September 30, 2002 and September 30, 2001 (Unaudited)

             Notes to Unaudited Condensed Consolidated Financial Statements

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

Item 3.      Quantitative and Qualitative Disclosures About Market Risk

Item 4.      Controls and Procedures

PART II      OTHER INFORMATION

Item 1.      Legal Proceedings

Item 6.      Exhibits and Report on Form 8-K











<PAGE>


FORWARD LOOKING STATEMENTS

         This Quarterly Report on Form 10-Q includes forward-looking  statements
within the meaning of Section 21E of the  Securities  Exchange  Act of 1934,  as
amended (the  "Exchange  Act").  These  statements  are based on our beliefs and
assumptions,  and on  information  currently  available  to us.  Forward-looking
statements  include the  information  concerning  our possible or assumed future
results of operations set forth in Part I, Item 2 - "Management's Discussion and
Analysis of  Financial  Condition  and Results of  Operations."  Forward-looking
statements   also   include   statements   in  which  such  words  as  "expect,"
"anticipate," "contemplate," "intend," "plan," "believe," "estimate," "consider"
or similar expressions are used.

         Forward-looking  statements are not  guarantees of future  performance.
They involve risks, uncertainties and assumptions, including the risks discussed
in Part I, Item 2 - "Management's Discussion and Analysis of Financial Condition
and Results of Operations" in the Company's  amended and restated  Annual Report
on Form  10-K/A for the year ended  December  31, 2001 as filed with the SEC and
elsewhere in this Quarterly  Report.  Our future results and stockholder  values
may  differ   materially   from  those   expressed  in  or  indicated  by  these
forward-looking  statements.  Many of the  factors  that  will  determine  these
results and values are beyond our ability to control or predict.  Investors  are
cautioned  not to put  undue  reliance  on any  forward-looking  statements.  In
addition,  we do not have any intention or obligation to update  forward-looking
statements after the filing of this Quarterly  Report,  even if new information,
future events or other circumstances have made them incorrect or misleading. For
these statements, we claim the protection of the safe harbor for forward-looking
statements contained in Section 21E of the Exchange Act.


<PAGE>

<TABLE>
OPTIMARK HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS


<CAPTION>
                                                                                September 30, 2002
                                                                                   (Unaudited)       December 31, 2001
                                                                                   -----------       -----------------

<S>                                                                               <C>                  <C>
ASSETS
------

CURRENT ASSETS:
  Cash and cash equivalents ...............................................       $      40,126        $   1,624,017
  Accounts receivable, less allowance for doubtful accounts of $73,002
     at December 31, 2001 .................................................              39,230              774,180
  Other current assets ....................................................             218,369              446,911
                                                                                  -------------        -------------
          Total current assets ............................................             297,725            2,845,108

PROPERTY AND EQUIPMENT - NET ..............................................             781,235            1,381,435

SOFTWARE LICENSES - NET ...................................................                  --               59,347
INVESTMENT IN UNCONSOLIDATED SUBSIDIARY ...................................           1,117,325                   --
OTHER ASSETS ..............................................................             450,905              837,072
                                                                                  -------------        -------------

TOTAL ASSETS ..............................................................       $   2,647,190        $   5,122,962
                                                                                  =============        =============

LIABILITIES AND STOCKHOLDERS' DEFICIENCY
----------------------------------------

LIABILITIES:
  CURRENT LIABILITIES:
    Accounts payable and accrued liabilities ..............................       $     741,374        $     678,901
    Accrued compensation ..................................................             331,372            1,141,246
    Loan payable ..........................................................           1,688,333                   --
    Liabilities of discontinued operations (Note 3) .......................          13,491,846           13,816,260
    Other current liabilities .............................................             250,108              879,842
                                                                                  -------------        -------------
          Total current liabilities .......................................          16,503,033           16,516,249
                                                                                  -------------        -------------

COMMITMENTS AND CONTINGENCIES

MANDATORILY REDEEMABLE STOCK
  Series E preferred stock, convertible, $0.01 par value;
    1,000,000 shares authorized; 983,333 and 926,665 issued and
    outstanding at September 30, 2002 and , December 31, 2001, respectively          14,437,426           13,630,854
  Series F preferred stock, $0.01 par value; 7,400,000 shares
    authorized and no shares issued and outstanding at
    September 30, 2002 and December 31, 2001 respectively .................                  --                   --
  Series G preferred stock, $0
..01 par value; 300,000 shares
    authorized, issued and outstanding at
    September 30, 2002 and December 31, 2001 respectively .................               3,000                3,000
                                                                                  -------------        -------------

TOTAL MANDATORILY REDEEMABLE STOCK ........................................          14,440,426           13,633,854
                                                                                  -------------        -------------

STOCKHOLDERS' DEFICIENCY:
  Preferred stock, authorized and unissued 8,577,932
    at September 30, 2002 and December 31, 2001
  Series A preferred stock, convertible and participating,
    $0.01 par value; 3,222,068 shares authorized; 925,683 shares
    issued and outstanding at September 30, 2002 and December 31, 2001 ....               9,257                9,257
  Series B preferred stock, convertible,  $0.01 par value;
    11,000,000 shares authorized; 10,820,000 shares issued and
    outstanding at September 30, 2002 and December 31, 2001 ...............             108,200              108,200
  Series C preferred stock, convertible, $0.01 par value;
    8,250,000 shares authorized, issued and outstanding
    at September 30, 2002 and December 31, 2001 ...........................              82,500               82,500
  Series D preferred stock, convertible, $0.01 par value;
    250,000 shares authorized, issued and outstanding
    at September 30, 2002 and December 31, 2001 ...........................               2,500                2,500
  Common stock, $0.01 par value; 150,000,000 shares
    authorized; issued 36,612,557 shares at September 30, 2002 and
    December 31, 2001, respectively, of which 3,242,644 shares are
    held as treasury stock at September 30, 2002 and December 31, 2001,
    respectively ..........................................................             366,126              366,126
  Warrants, common stock ..................................................          35,686,523           35,686,523
  Additional paid-in capital ..............................................         307,627,770          301,687,065
  Accumulated deficit .....................................................        (372,103,557)        (362,906,807)
  Accumulated other comprehensive loss ....................................             (75,587)             (62,504)
  Treasury stock ..........................................................                  (1)                  (1)
                                                                                  -------------        -------------
          TOTAL STOCKHOLDERS' DEFICIENCY ..................................         (28,296,269)         (25,027,141)
                                                                                  -------------        -------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY ............................       $   2,647,190        $   5,122,962
                                                                                  =============        =============
</TABLE>

See notes to consolidated financial statements

                                       4
<PAGE>


<TABLE>
OPTIMARK HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30,





<CAPTION>
                                                        Three Months Ended September 30,     Nine Months Ended September 30,
                                                        --------------------------------     -------------------------------
                                                             2002              2001               2002             2001
                                                           Unaudited         Unaudited         Unaudited         Unaudited
                                                           ---------         ---------         ---------         ---------

<S>                                                      <C>               <C>               <C>               <C>
REVENUE:
  Revenue ..........................................     $         --      $  2,147,321      $    514,991      $  6,420,161
  Revenue from affiliate ...........................               --           416,361                --         2,817,841
                                                         ------------      ------------      ------------      ------------
          Total revenue ............................               --         2,563,682           514,991         9,238,002

EXPENSES:
  Cost of sales ....................................               --         1,348,372                --         5,349,844
  Sales and marketing ..............................             (587)          308,427           394,911         1,132,827
  Research and development .........................          109,079         1,254,152         1,815,088         4,599,508
  General and administrative .......................        1,057,786         1,844,463         2,740,049         7,320,585
  Depreciation and amortization ....................          211,104         1,000,500           620,686         3,120,766
  Restructuring expense ............................               --            29,541                --           303,788
                                                         ------------      ------------      ------------      ------------
          Total operating expenses .................        1,377,382         5,785,455         5,570,734        21,827,318
                                                         ------------      ------------      ------------      ------------

OTHER (INCOME) EXPENSE:
  Interest income ..................................           (1,661)           (9,119)           (7,342)          (33,627)
  Interest expense .................................          913,596            15,382         1,234,383           116,582
  Gain on recovery of investment ...................               --          (530,000)               --          (530,000)
  Gain on disposal of assets .......................           (9,958)               --          (349,395)               --
  Loss on equity investment ........................          944,800                --           944,800                --
  Equity in loss of investee .......................        1,327,198                --         2,129,300                --
                                                         ------------      ------------      ------------      ------------
          Total other expense ......................        3,173,975          (523,737)        3,951,746          (447,045)
                                                         ------------      ------------      ------------      ------------

LOSS FROM CONTINUING OPERATIONS ....................       (4,551,357)       (2,698,036)       (9,007,489)      (12,142,271)

DISCONTINUED OPERATIONS:
  Loss from discontinued operations ................               --                --                --                --
  (Loss) gain on disposal of discontinued operations           (5,609)           64,675          (189,261)       (2,303,129)
                                                         ------------      ------------      ------------      ------------
  (Loss) gain from discontinued operations .........           (5,609)           64,675          (189,261)       (2,303,129)
                                                         ------------      ------------      ------------      ------------

NET LOSS ...........................................       (4,556,966)       (2,633,361)       (9,196,750)      (14,445,400)

OTHER COMPREHENSIVE INCOME (LOSS):
  Foreign currency translation adjustments .........          (23,035)           67,677           (13,083)           85,702
                                                         ------------      ------------      ------------      ------------

COMPREHENSIVE LOSS .................................     $ (4,580,001)     $ (2,565,684)     $ (9,209,833)     $(14,359,698)
                                                         ============      ============      ============      ============

LOSS PER SHARE - BASIC AND DILUTED:
  Continuing operations ............................     $      (0.14)     $      (0.08)     $      (0.26)     $      (0.35)
  Discontinued operations ..........................               --              0.01      $      (0.01)            (0.06)
                                                         ------------      ------------      ------------      ------------
  Total loss per share .............................     $      (0.14)     $      (0.07)     $      (0.27)     $      (0.41)
                                                         ============      ============      ============      ============

  Weighted average number of common shares
     Basic and diluted .............................       33,369,913        33,475,651        33,369,913        35,555,431
                                                         ============      ============      ============      ============
</TABLE>

See notes to consolidated financial statements

                                       5
<PAGE>


<TABLE>
OPTIMARK HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30,


<CAPTION>
                                                                                      2002            2001
                                                                                ---------------------------------
                                                                                   (Unaudited)      (Unaudited)
                                                                                   -----------      -----------
<S>                                                                              <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss ...............................................................     $ (9,196,750)     $(14,445,400)
    Deduct loss from discontinued operations ...............................         (189,261)       (2,303,129)
                                                                                 ------------      ------------
    Loss from continuing operations ........................................       (9,007,489)      (12,142,271)
    Adjustments to reconcile net loss from continuing operations to
     net cash used in continuing operations:
      Depreciation and amortization ........................................          620,686         3,120,766
      (Gain) Loss on disposal of assets ....................................         (349,395)          129,104
      Non-cash loan repayment ..............................................         (500,000)
      Equity in loss of unconsolidated subsidiary ..........................        2,129,300                --
      Loss on equity investment ............................................          944,800
      Non-cash interest expense ............................................        1,118,333                --
    Changes in operating assets and liabilities:
      Receivables ..........................................................          734,950         2,135,324
      Other current assets .................................................          228,542                --
      Other assets .........................................................          485,447           779,814
      Accounts payable and accrued liabilities .............................           49,390        (1,016,965)
      Accrued compensation .................................................         (809,874)               --
      Other current liabilities ............................................         (629,734)               --
      Other liabilities ....................................................               --          (244,558)
                                                                                 ------------      ------------
    Net cash used in continuing operations .................................       (4,985,044)       (7,238,786)
                                                                                 ------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Purchases of property and equipment ....................................          (27,000)         (494,392)
    Purchase of software licenses ..........................................               --          (293,331)
    Proceeds from disposal of assets .......................................          415,256            11,960
                                                                                 ------------      ------------
      Net cash used in investing activities ................................          388,256          (775,763)
                                                                                 ------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES
    Net proceeds from issuance of preferred stock ..........................          806,572         5,588,860
    Proceeds from stockholders' notes ......................................        2,720,000         4,000,000
    Payments on capital leases .............................................               --          (249,437)
                                                                                 ------------      ------------
      Net cash provided by (used in) financing activities ..................        3,526,572         9,339,423
                                                                                 ------------      ------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS .......................       (1,070,216)        1,324,874

NET CASH USED IN DISCONTINUED OPERATIONS ...................................         (513,675)       (2,361,357)

CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD .........................        1,624,017         2,919,548

                                                                                 ------------      ------------
CASH AND CASH EQUIVALENTS, END OF THE PERIOD ...............................     $     40,126      $  1,883,065
                                                                                 ============      ============

Supplemental disclosure of cash flow information:
    Cash payments for interest - continuing operations .....................     $      7,348      $    116,582

Non-cash financing activities:
    Conversion of stockholders' promissory notes to Series E preferred stock                          4,000,000
    Investment in unconsolidated subsidiary ................................        4,290,705
    Beneficial conversion feature of loan payable ..........................        1,650,000
</TABLE>

See notes to consolidated financial statements

                                       6
<PAGE>


OPTIMARK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001

1. GENERAL INFORMATION

         OptiMark Holdings,  Inc.  ("Holdings") was established on May 19, 2000,
and became the sole  stockholder of two operating  subsidiaries on June 12, 2000
pursuant to the  reorganization  of the legal structure of the company  formerly
known as OptiMark Technologies, Inc. ("OTI"). OTI was the successor to a company
that had been  founded in 1996 to begin  development  of the  OptiMark  matching
engine technology for use in an electronic  trading system for equity securities
and related technologies.  The reorganization was effected pursuant to which (i)
OTI formed  Holdings as a direct  wholly-owned  subsidiary of OTI, (ii) Holdings
formed OTI Acquisition  Corporation ("OTIA") as a direct wholly-owned subsidiary
of  Holdings,  (iii) OTI merged  with OTIA  pursuant  to  Section  251(g) of the
Delaware  General  Corporation  Law,  with  the  name of the  surviving  company
becoming OptiMark US Equities,  Inc. ("UEI"), and with stockholders of UEI being
deemed to have  received  shares of Holdings by operation of law. As a result of
such merger, UEI became a direct wholly-owned subsidiary of Holdings. References
herein to the "Company" refer to Holdings and its subsidiaries,  with respect to
periods  following the  reorganization,  and to OTI and its  subsidiaries,  with
respect to periods prior to the reorganization.

         Until September 19, 2000, the Company had operated in two segments, the
Exchange  Solutions  Services Business  (formerly  referred to as the Electronic
Markets Business) and the US Equities Business,  under two separate wholly owned
subsidiaries,  OptiMark,  Inc.  ("OptiMark"),  and OptiMark US  Equities,  Inc.,
respectively.  Effective  September  19,  2000,  the US  Equities  Business  was
discontinued.

         On December 28, 2001, OptiMark formed a then majority-owned subsidiary,
OptiMark Innovations Inc. (formerly known as OTSH, Inc. and referred to below as
"Innovations").  Innovations  was  capitalized on December 31, 2001, and at that
time OptiMark held a 67% voting interest and the remaining  interest was held by
SOFTBANK Capital Partners LP, SOFTBANK Capital LP and SOFTBANK Capital Advisors'
Fund LP (collectively,  "SOFTBANK"). Innovations has authorized capital stock of
7,000 shares of common stock, par value $.01 per share (the "Innovations  Common
Stock"),  and 3,000  shares of  preferred  stock,  par value $.01 per share (the
"Innovations  Preferred  Stock").  Innovations  has  designated  2,000 shares of
Innovations  Preferred Stock, as  "Non-Qualified  Preferred  Stock," which has a
cumulative  preferred dividend at an annual rate of $500 per share, payable when
and if  declared  by the Board of  Directors  of  Innovations.  The  liquidation
preference of the  Non-Qualified  Preferred  Stock is equal to $10,000 per share
plus the aggregate amount of accrued and unpaid dividends or distributions.  The
Non-Qualified  Preferred Stock is also subject to a mandatory  redemption,  at a
price  equal to the  liquidation  preference  amount,  in four  equal  quarterly
installments  on December 31, 2016,  March 31, 2017, June 30, 2017 and September
30, 2017.  Innovations designated 1,000 shares of Innovations Preferred Stock as
"Series B Preferred  Stock,"  which has a  cumulative  preferred  dividend at an
annual rate of $519.21 per share,  payable  when and if declared by the Board of
Directors of Innovations.  The liquidation  preference of the Series B Preferred
Stock is equal to $10,389.61 per share plus the aggregate  amount of accrued and
unpaid dividends or distributions.  On December 31, 2001,  OptiMark received 200
shares of  Innovations  Common  Stock in exchange for a cash payment of $500,000
and 2,000 shares of  Non-Qualified  Preferred Stock in exchange for the transfer
to Innovations of certain  intangible  assets  consisting of software,  a patent
application and other assets relating to a securities  trading  technology which
is under  development  (the  "Assets").  The stated  value of the  Non-Qualified
Preferred  Stock was the result of the  evaluation  by the Board of Directors of
Innovations  of the  value  of the  Assets  based,  in  part,  upon  preliminary
discussions  with  independent  parties  regarding  an  approximate  $10,000,000
investment for a one-third interest in Innovations. SOFTBANK received 100 shares
of  Innovations   Common  Stock  (the  "SOFTBANK  Shares")  for  $250,000  cash.
Simultaneously,  SOFTBANK's  remaining obligation to purchase shares of Series E
Cumulative  Preferred Stock ("Series E Preferred  Stock") from Holdings pursuant
to that certain Series E Preferred  Stock Purchase  Agreement,  dated as of June
29, 2001 (as amended on August 16, 2001 and  November  16,  2001),  by and among
Holdings and SOFTBANK was reduced by $250,000.  Upon its  formation  and initial
capitalization,  Innovations'  aggregate  assets  consisted  of the  Assets  and
$750,000 in


                                       7
<PAGE>


cash. The principal business of Innovations is to hold a controlling interest in
Vie Financial Group, Inc. ("Vie", formerly known as The Ashton Technology Group,
Inc.) for the benefit of the shareholders of Holdings and Innovations.

         OptiMark  also  had an  approximately  15%  voting  interest  in  Japan
OptiMark Systems,  Inc. ("JOS"), a Japanese  corporation.  The investment in JOS
previously  accounted for on the equity method does not have any carrying  value
in  financial  statements  of the  Company as of  September  30,  2002.  JOS has
realized  continuing  losses since its inception in 1998.  Since the Company has
not provided any  guarantees  and is not committed to provide any future funding
to JOS it has not recorded its equity  share of JOS' losses,  as the  investment
cannot have a carrying value below $0. On May 31, 2002, the  shareholders of JOS
elected to dissolve the company.

         Effective in January 2002, the development, sales and marketing efforts
of the Exchange Solutions Services Business were suspended. As of that date, the
primary  purpose of the Company was to hold the securities of Innovations and to
consummate financing and strategic transactions with other parties.

         As a result of the capitalization of Innovations, Holdings and SOFTBANK
have certain call and put rights described  below. The Independent  Committee of
the Board of Directors has the right commencing  October 1, 2002 and exercisable
until  September 30, 2003, to recommend to the Board of Directors  that Holdings
purchase all, but not less than all, of the SOFTBANK Shares for $125,000 in cash
and  16,667  shares of Series E  Preferred  Stock of  Holdings.  If the Board of
Directors accepts such  recommendation,  SOFTBANK would be obligated to sell the
SOFTBANK shares for that consideration.

         Upon the occurrence of a Liquidity  Event (defined  below) on or before
September  30,  2003,  the  SOFTBANK  Shares will be  purchased  by Holdings for
$125,000 in cash and 16,667  shares of Series E Preferred  Stock of Holdings.  A
"Liquidity Event" means any of the following:  (i) Innovations' sale, conveyance
or  other  disposition  of all or  substantially  all of its  assets,  (ii)  the
acquisition of Innovations by another entity by means of merger or consolidation
resulting  in  the  exchange  of  the  outstanding  shares  of  Innovations  for
securities  or other  consideration  issued,  or  caused  to be  issued,  by the
acquiring  entity or its  subsidiary,  unless the  stockholders  of  Innovations
immediately  prior to the  consummation of such transaction hold at least 50% of
the voting power of the surviving  corporation as a result of such  transaction,
(iii) the  consummation  by  Innovations  of a transaction  or series of related
transactions,  including  the  issuance  or sale of  voting  securities,  if the
stockholders of Innovations  immediately  prior to such  transaction (or, in the
case of a series of transactions, the first of such transactions) hold less than
50% of the voting power of Innovations  immediately  after the  consummation  of
such transaction (or, in the case of a series of transactions,  the last of such
transactions),  or (iv) any initial  underwritten public offering of Innovations
Common Stock.  Notwithstanding  the  foregoing,  Holdings will not exercise this
call  option  in the  event  that  the  Independent  Committee  of the  Board of
Directors recommends that Holdings not purchase the SOFTBANK Shares.

         In the event that: (i) the call rights of Holdings described above have
not been  exercised  on or  before  September  30,  2003,  (ii) the  Independent
Committee of the Board of Directors  no longer  exists and (iii) no  independent
directors  serve on the Holdings Board of Directors and, after  reasonable  good
faith efforts by the remaining  members of the Holdings  Board of Directors,  no
independent  persons  qualified to serve on the Holdings Board of Directors have
been  found or, if found,  are not  willing  to serve on the  Holdings  Board of
Directors,  then the  Holdings  Board of  Directors  will engage an  independent
investment banking, accounting or third party valuation firm to evaluate whether
or not it is in the best  interests  of Holdings  that it purchase  the SOFTBANK
Shares.  If such third party  determines it is in the best interests of Holdings
to purchase the SOFTBANK  Shares,  Holdings  will be obligated to purchase  such
shares on or before  December 31, 2003 for $125,000 in cash and 16,667 shares of
Series E Preferred Stock of Holdings.

         SOFTBANK has the right,  commencing  on October 1, 2002 and  continuing
until  September  30,  2003,  to put all, but not less than all, of the SOFTBANK
Shares to Holdings in exchange for 16,667 shares of Series E Preferred  Stock of
Holdings.


                                       8
<PAGE>


         In the event that no put of, or call on, the  SOFTBANK  Shares has been
exercised  by  October  31,  2003,  then  commencing  on  November  1,  2003 and
continuing  until November 30, 2003,  SOFTBANK has the right to require Holdings
to purchase all, but not less than all, of the SOFTBANK Shares for 16,667 shares
of Series E Preferred Stock of Holdings.

         DISCONTINUED OPERATIONS

         On  September  19,  2000,  the  Company   announced  its  intention  to
discontinue  its  US  Equities  Business.   The  Company  has  discontinued  all
operations  of the  equities  trading  system for the US Equities  Business  and
terminated  all  communications  networks  and other  related  systems that were
necessary to support that business. Accordingly,  results of this operation have
been  classified  as  discontinued  operations  in  the  consolidated  financial
statements  and  prior  periods  have  been  reclassified  to  conform  to  this
classification.

         CONTINUATION AS A GOING CONCERN

         The Company's current cash and cash equivalents, plus the expected cash
flows for 2003, are not expected to be sufficient to meet its 2003 operating and
financial   commitments.   The   Company  is   currently   exploring   financing
opportunities  including  borrowing cash from certain of its  shareholders  that
would be secured by shares of  Innovations  Common  Stock  and/or  Non-Qualified
Preferred  Stock  owned by  OptiMark.  Accordingly,  if the Company is unable to
raise  additional  cash, the Company will face the imminent and likely potential
for bankruptcy or liquidation. If the Company is forced to declare bankruptcy or
pursue  liquidation,  the value of the Company's assets may not be sufficient to
pay its  creditors  in full and,  accordingly,  the  Company's  common stock and
preferred  stock  would  have  no  value.  The  Company  will  continue  to seek
additional funding both to support its operation as a holding company as well as
its very limited efforts related to potential new product development. While the
Company  hopes to be able to  obtain  additional  financing  for  these  limited
product  development  activities  and continue to borrow money or raise capital,
the Company may not be able to raise this capital before it runs out of cash. In
addition,  the Company  has pledged a portion of its shares of capital  stock in
Innovations to SOFTBANK as payment for loans that have already been provided. In
the event that the Company  does not have enough cash to pay the  principal  and
interest on these loans as they come due, the Company's  holdings in Innovations
will be reduced  accordingly.  This will reduce the Company's ability to utilize
these assets to raise additional  capital necessary to ensure  continuation as a
going concern.  There is no assurance that the Company's holdings in Innovations
will have any value useable as  collateral  for a loan or sellable to raise cash
at any time or in a time frame that would let the  Company  continue  as a going
concern.

2. PRESENTATION AND RECENT ACCOUNTING PRONOUNCEMENTS

Presentation - The accompanying  unaudited,  condensed,  consolidated  financial
statements  include the accounts of the Company.  In the opinion of  management,
all adjustments have been made which are of a normal recurring  nature, so as to
fairly state the results for the interim periods.  All significant  intercompany
transactions  and balances have been eliminated.  Certain  footnote  disclosures
normally included in financial statements prepared in accordance with accounting
principles  generally  accepted  in the  United  States  of  America  have  been
condensed or omitted  pursuant to  Securities  and Exchange  Commission  ("SEC")
rules and  regulations.  The nature of the  Company's  business is such that the
results of an interim period are not necessarily indicative of the results for a
full year. These consolidated  statements should be read in conjunction with the
financial  statements  and the notes thereto  included in the Company's  audited
financial  statements as of December 31, 2001 included in the Company's  amended
and restated  Annual  Report on Form  10-K/A,  as filed with the SEC on July 22,
2002.

Use of Estimates - The preparation of financial  statements,  in conformity with
accounting  principles  generally  accepted  in the  United  States of  America,
requires  management to make estimates and assumptions  that affect the reported
amounts of assets and  liabilities  at the date of the financial  statements and
the reported amounts of revenue and expense during the reporting periods.  It is
reasonably  possible that actual results could differ  significantly  from those
estimates and significant changes to estimates could occur in the near term.


                                       9
<PAGE>


Recent Accounting Pronouncements - In July 2001, the FASB issued SFAS 142,
"Goodwill and Other Intangible Assets" ("SFAS 142"). SFAS 142 requires that
goodwill and other intangible assets with indefinite lives no longer be
amortized, but instead tested for impairment at least annually. In addition, the
standard includes provisions for the reclassification of certain existing
intangibles as goodwill and reassessment of the useful lives of existing
recognized intangibles. SFAS 142 is effective for fiscal years beginning after
December 15, 2001. As of January 1, 2002, OptiMark had no goodwill or intangible
assets recorded on its books. Therefore, management does not believe the
adoption of SFAS 142 has a significant impact on its financial position and
results of operations.

         In July 2001 the FASB issued SFAS 143, "Accounting for Asset Retirement
Obligations"  ("SFAS 143"), which requires the recognition of a liability for an
asset  retirement  obligation  in the period in which it is  incurred.  When the
liability is initially  recorded,  the carrying amount of the related long-lived
asset is correspondingly  increased. Over time, the liability is accreted to its
present value and the related  capitalized charge is depreciated over the useful
life of the asset.  SFAS 143 is effective for fiscal years  beginning after June
15,  2002.  The  Company is  currently  reviewing  the impact of SFAS 143 on the
Company.

         In  August  2001,  the  FASB  issued  SFAS  144,  "Accounting  for  the
Impairment or Disposal of Long-Lived  Assets"  ("SFAS 144").  SFAS 144 addresses
financial  accounting and reporting for the impairment or disposal of long-lived
assets.  SFAS 144 supersedes FASB Statement 121,  "Accounting for the Impairment
of  Long-Lived  Assets and for  Long-Lived  Assets to be  Disposed  of," and the
accounting and reporting provisions of APB Opinion 30, "Reporting the Results of
Operations - Reporting  the Effects of Disposal of a Segment of a Business,  and
Extraordinary,  Unusual and Infrequently Occurring Events and Transactions," for
the  disposal of a segment of a  business.  This  Statement  also amends ARB 51,
"Consolidated Financial Statements," to eliminate the exception to consolidation
for a subsidiary for which control is likely to be temporary.  The provisions of
this Statement are required to be applied  starting with fiscal years  beginning
after  December 15, 2001. The Company  adopted the new  accounting  standard for
2002 and determined it had no impact on its financial  statements for the first,
second and third quarters.

3. DISCONTINUED OPERATIONS

         Changes in Liabilities  of  Discontinued  Operations  from December 31,
2001 to September 30, 2002 is as follows:

<TABLE>
<CAPTION>

                                                                               Additional
                                  Balance at          Paid or Charged         Accruals and         Balance at
                              December 31, 2001      Against  Liability    Other Adjustments   September 30, 2002
                              -----------------      ------------------    -----------------   ------------------


<S>                             <C>                       <C>                  <C>                <C>
Liabilities of
Discontinued Operations         (13,816,260)              513,675              (189,261)          (13,491,846)
</TABLE>


4. FINANCING ACTIVITIES

         On February 4, 2002,  Vie and  Innovations  entered  into a  securities
purchase agreement (as amended on March 6, 2002 and May 3, 2002, the "Securities
Purchase  Agreement").   Pursuant  to  the  terms  of  the  Securities  Purchase
Agreement,  Innovations  purchased  608,707,567  shares of Vie common stock, par
value $.01 per share (the "Vie Common Stock") in exchange for $7,272,727 in cash
and intellectual property and other non-cash assets of Innovations valued by Vie
and  Innovations  for the purposes of the Securities  Purchase  Agreement at $20
million.  The value  ascribed to the  intellectual  property and other  non-cash
assets  by  Innovations  was  based in part on  preliminary  discussions  with a
potential  investor in  Innovations.  Vie did not obtain an  appraisal  or other
third party valuation of the fair market value of the intellectual  property and
other non-cash  assets.  There can be no assurance that the fair market value of
the  intellectual  property  and  other  non-cash  assets  is equal to the value
ascribed to these assets by Innovations in the Securities Purchase Agreement.


                                       10
<PAGE>


         On May 7, 2002 (the  "Closing  Date"),  Innovations  and Vie closed the
transactions contemplated by the Securities Purchase Agreement.

         In  addition,   pursuant  to  the  terms  of  the  Securities  Purchase
Agreement,  Innovations  loaned  approximately  $2.7  million  in cash to Vie in
exchange for that certain  senior  secured  convertible  note of Vie in favor of
Innovations  (the  "Note").   The  Note  will  mature  in  five  years,  and  is
convertible, at the option of Innovations,  into shares of Vie Common Stock at a
rate of  $.0515838  per share  (subject to customary  anti-dilution  adjustments
after  the  closing)  and will  accrue  interest  at a rate of 7.5%  per  annum.
Currently,  the Note is convertible into 52,870,757  shares of Vie Common Stock.
The Note is  secured  by a  pledge  and  security  agreement  pursuant  to which
Innovations  has received a blanket  lien on Vie's  assets,  including,  without
limitation,  the pledge of the equity  interests  of Vie and  Universal  Trading
Technologies  Corporation,  a Delaware corporation and majority-owned subsidiary
of Vie ("UTTC"),  in each of Vie Securities,  LLC (formerly known as ATG Trading
LLC),  wholly-owned  subsidiary  of  Vie,  Electronic  Market  Center,  Inc.,  a
majority-owned   subsidiary  of  Vie,   Ashton   Technology   Canada,   Inc.,  a
majority-owned  subsidiary of Vie, Vie Institutional  Services,  Inc.  (formerly
known as  Croix  Securities,  Inc.),  a  wholly-owned  subsidiary  of UTTC,  REB
Securities Inc., a wholly-owned  subsidiary of UTTC; and  NextExchange,  Inc., a
wholly-owned subsidiary of UTTC.

         As of the  Closing  Date,  Innovations  owns  approximately  80% of the
diluted outstanding shares of the Vie Common Stock calculated as of May 3, 2002.
Diluted  shares include the  outstanding  shares of the Vie Common Stock and (i)
shares  of any  series of  capital  stock of Vie or its  subsidiaries  that vote
together  with the Vie Common  Stock,  (ii) any  outstanding  options  issued to
employees and third  parties,  and (iii) shares of the Vie Common Stock,  or any
securities  described  in  clause  (i)  above,  issuable  pursuant  to  or  upon
conversion or exercise of all rights granted to any party.  Assuming  conversion
of the Note,  Innovations  would own  approximately  an  additional  7% of Vie's
fully-diluted shares of the Vie Common Stock, calculated as of May 3, 2002.

         On March 21,  2002,  the Company  entered  into a loan  agreement  with
certain  of its  shareholders.  Under the terms of the  agreement,  the  Company
borrowed  $500,000 for a period of 180 days at an interest rate of 10% per annum
compounded  every ninety days. The loan is secured by  substantially  all of the
assets of the Company.  In lieu of  repayment of principal in cash,  the lenders
may  require the  Company to repay the  principal  amount of the loan by causing
OptiMark to transfer  eight shares of Innovations  Common Stock and  forty-eight
shares of the Non-Qualified Preferred Stock of Innovations subject to adjustment
as provided  in the loan  agreement  with  accrued  interest  payable in cash at
maturity.

         On April 11, 2002,  the Company  entered  into a second loan  agreement
with certain of its shareholders.  Under this second loan agreement, the Company
borrowed  $570,000 for a period of 180 days at an interest rate of 10% per annum
compounded every ninety days. The second loan is secured by substantially all of
the assets of the  Company.  In lieu of  repayment  of  principal  in cash,  the
lenders may require  the  Company to repay the  principal  amount of the loan by
causing  OptiMark to transfer  twelve  shares of  Innovations  Common  Stock and
fifty-four shares of the Non-Qualified Preferred Stock of Innovations subject to
adjustment  as provided  in the second  loan  agreement  with  accrued  interest
payable in cash at maturity.

         On April 30, 2002,  Draper Fisher  Jurvetson  ePlanet  Ventures,  L.P.,
Draper  Fisher  Jurvetson  ePlanet  Partners  Fund,  L.L.C.  and  Draper  Fisher
Jurvetson ePlanet Ventures GmbH & Co. KG (collectively,  "Draper") purchased 150
shares of  Innovations  Common Stock for an  aggregate  cash  purchase  price of
$375,000.  On May 7, 2002,  Draper purchased 963 shares of Innovations  Series B
Preferred Stock for an aggregate cash purchase price of $9,630,000.  As a result
of these transactions,

         OptiMark's percentage ownership of equity of Innovations was reduced to
less than 50%. Therefore, OptiMark's investment in Innovations will be accounted
for using the equity method of accounting.

         On May 3, 2002,  Innovations  transferred  its interest in the software
license and related obligation (see Note 6) to Vie.


                                       11
<PAGE>


         On May 24, 2002, the Company's  agreement with Asset  International was
terminated.  Under the terms of the agreement,  the Company  returned the shares
representing its investment in Asset  International and the Company was relieved
of any obligation to provide services to Asset International.

         On May 31, 2002,  the Company  entered into a third loan agreement with
certain  of its  shareholders.  Under this third  loan  agreement,  the  Company
borrowed  $1,650,000  for a period  of 180 days at an  interest  rate of 10% per
annum  compounded  every ninety days. The third loan is secured by substantially
all of the assets of the Company. In lieu of repayment of principal in cash, the
lenders may require  the  Company to repay the  principal  amount of the loan by
causing OptiMark to transfer twenty-eight shares of Innovations Common Stock and
one  hundred  fifty-eight  shares  of  the  Non-Qualified   Preferred  Stock  of
Innovations  subject to adjustment as provided in the third loan  agreement with
accrued interest payable in cash at maturity.

         At issuance, the loan was convertible into shares of Innovations Common
Stock at a price below market value of such stock.  The  intrinsic  value of the
beneficial  conversion  feature  of  the  loan  was  recorded  as an  additional
discount,  such  that  the  full  $1,650,000  issued  was  discounted,   with  a
corresponding increase to additional paid-in-capital.

         On September  17, 2002,  the loan the Company  executed with certain of
its  shareholders  on March 21, 2002,  came due. In accordance with the terms of
the  agreement,  the lenders caused the Company to transfer to the lenders eight
shares of  Innovations'  common  stock and  forty-eight  shares of  Innovations'
Non-Qualified Preferred Stock.

5. RELATED PARTY TRANSACTIONS

         On  February  7, 2002,  a loan to an officer in the amount of  $150,000
plus accrued  interest was forgiven in accordance  with the terms and conditions
of the officer's employment agreement.

         On August 16, 2002, the Company entered into a new one-year  employment
agreement with an officer of the Company, which provides for annual compensation
of $250,000, a guaranteed bonus of $200,000, to be paid ratably over the term of
the  agreement,  a guaranteed  bonus of $45,000,  paid upon the execution of the
agreement and a guaranteed bonus of $80,000, to be paid upon the employment of a
full time Chief Executive Officer of Vie.

6. COMMITMENTS AND CONTINGENCIES

         OptiMark  and  certain  of its  subsidiaries  are  subject to the legal
proceedings  described in the  Company's  amended and restated  Annual Report on
Form 10-K/A for the year ended  December 31, 2001, as filed with the SEC on July
22, 2002.

         Finova Capital Corporation (Plaintiff) v. OptiMark Technologies,  Inc.,
OptiMark, Inc. and OptiMark Holdings,  Inc. (Defendants),  Superior Court of New
Jersey - Hudson County.  Plaintiff filed this action on June 15, 2001, asserting
claims that  allegedly  arise out of an equipment  lease  agreement  pursuant to
which it is alleged that OptiMark  Technologies,  Inc. (now known as OptiMark US
Equities,  Inc.) agreed to lease  certain  equipment.  Plaintiff  contends  that
OptiMark Technologies, Inc. breached the equipment lease by, among other things,
failing  to pay the  amounts  due  under  the  equipment  lease.  Based on these
allegations,  Plaintiff  has  made  claims  for  breach  of  contract,  tortuous
interference, fraudulent conveyance of such equipment lease agreement and/or the
related  equipment  and/or  other  assets from  OptiMark  Technologies,  Inc. to
OptiMark  and/or the  Company  and  damages  in  unspecified  amounts  exceeding
$6,000,000,  plus interest,  late charges,  litigation  costs and expenses,  and
reasonable counsel fees. In the fourth quarter of 2001, most, if not all, of the
equipment that was the subject of the equipment lease was returned  consensually
to  Plaintiff.  The parties  currently  are engaged in  exchanging  responses to
written discovery requests. On February 14, 2002, Plaintiff made a motion to add
Innovations  as a defendant in the case. In the motion,  Plaintiff  alleges that
the transfer of certain assets from OptiMark to Innovations on December 31, 2001
constituted a fraudulent conveyance of such assets. On March 25, 2002, the court
granted  Finova  permission to amend its complaint to include  Innovations.  The
amended complaint was

                                       12
<PAGE>


served on  Innovations  on April 22, 2002.  Innovations  filed a response to the
complaint on August 15, 2002. On June 13, 2002,  Finova amended the complaint to
include Vie. The  Defendants,  Innovations  and Vie intend to defend this action
and the motion vigorously. The outcome of this litigation cannot be predicted at
this time,  although it may have a material  affect on the  Company's  financial
condition and results of operations.

         Comdisco, Inc. (Plaintiff) v. OptiMark Technologies, Inc. (now known as
OptiMark US Equities,  Inc.)  (Defendant)  and Avnet,  Inc. State of Connecticut
Superior Court, Judicial District of Fairfield at Bridgeport.  Plaintiff filed a
Complaint on December 18, 2000. The action seeks possession of leased equipment,
proceeds  from  the  sale of  leased  equipment,  a  deficiency  judgment  in an
unspecified  amount,  and fees and costs and  interest.  Since the complaint was
filed,  most,  if not  all,  of  the  equipment  was  returned  consensually  to
Plaintiff.  Based on the  complaint  filed in a  related  action  in New  Jersey
(described  below)  and on  other  information  received  from  Comdisco,  it is
believed that amount of damages claimed is  approximately  $6,500,000.  On March
30, 2001, the parties  agreed to consolidate a related case captioned  Comdisco,
Inc. v. OptiMark  Technologies,  Inc., Superior Court of New Jersey Law Division
Hudson County (filed on January 23, 2001) with the  Connecticut  proceeding.  To
effect  the  consolidation,  on or about  April 2,  2001,  the  parties  filed a
stipulation withdrawing Defendant's motion to dismiss Comdisco's Complaint filed
in  the  Superior  Court  of  New  Jersey.  That  motion  had  sought  dismissal
principally on grounds that an identical  action alleging breach of contract had
previously  been filed by Comdisco in Connecticut  State Court.  In exchange for
Defendant's  agreement to withdraw its motion,  Comdisco  agreed to withdraw its
New Jersey Complaint without prejudice. In June 2001, Comdisco made a motion for
summary judgment with respect to a claim against Avnet relating to a guaranty by
Avnet of  Defendant's  obligations  under a Master Lease  Agreement for computer
equipment leased from Comdisco.  Avnet responded to Comdisco's motion by denying
liability  under the guaranty and  asserting a variety of special  defenses.  In
addition,  Avnet filed a cross claim against Defendant.  The cross claim alleges
that if Avnet is found liable under the guaranty,  then Avnet becomes subrogated
to  Comdisco's  rights  under the Master  Lease  Agreement  to the extent of the
payments  Avnet makes to Comdisco  and that  OptiMark is liable to Avnet for any
such  payments.  Defendant  has  responded  to the  cross-claim  by denying  its
material allegations.  The Company intends to defend this action vigorously.  On
February  12, 2002,  Plaintiff  filed a motion for default for failure to plead,
alleging that OptiMark Technologies,  Inc. did not file a pleading responsive to
Plaintiff's second amended complaint. This default will be set aside if OptiMark
Technologies,  Inc.  files an answer  before a judgment  after  default has been
rendered.  OptiMark  Technologies,  Inc. filed its answer on September 27, 2002.
The outcome of this litigation cannot be predicted at this time, although it may
have a material  affect on the  Company's  financial  condition  and  results of
operations.

         Management  intends to  vigorously  contest these suits;  however,  the
likelihood  that these claims will result in loss or  impairment  of an asset is
probable.  Any loss or impairment  resulting  from any of these suits may have a
material impact on the Company's financial  position,  results of operations and
cash flows in future years. An accrual with respect to these loss  contingencies
has been recorded by the Company as part of its loss on discontinued operations,
which represents management's best estimate of the outcome of the negotiations.

         On February  21,  2002,  Innovations  entered  into a software  license
agreement in connection with the development of a Volume Weighted  Average Price
trading platform.  Under the terms of the agreement,  Innovations is required to
pay $25,000 per month for ten years for the license and related support.

7. SUBSEQUENT EVENTS

         On October 8, 2002,  the loan the Company  executed with certain of its
shareholders  on April 11, 2002,  came due. In accordance  with the terms of the
agreement,  the lenders  caused the  Company to  transfer to the lenders  twelve
shares of  Innovations'  common  stock  and  fifty-four  shares of  Innovations'
Non-Qualified Preferred Stock.

         On October 9, 2002, Vie hired a full time Chief Executive Officer.  The
bonus amounts due to an officer of the Company (see Note 5) were paid in full by
December 16, 2002.

                                       13
<PAGE>



         On November 27, 2002, the loan the Company executed with certain of its
shareholders  on May 31,  2002,  came due. In  accordance  with the terms of the
agreement,  the lenders  caused the Company to transfer  twenty-eight  shares of
Innovations'  common stock and one hundred  fifty-eight  shares of  Innovations'
Non-Qualified Preferred Stock.

         On November 27, 2002, the Company  entered into a fourth loan agreement
with certain of its shareholders.  Under this fourth loan agreement, the Company
borrowed  $750,000 for a period of 180 days at an interest rate of 10% per annum
compounded every ninety days. The fourth loan is secured by substantially all of
the assets of the  Company.  In lieu of  repayment  of  principal  in cash,  the
lenders may require  the  Company to repay the  principal  amount of the loan by
causing  OptiMark to transfer  twelve  shares of  Innovations  Common  Stock and
seventy-two shares of the Non-Qualified  Preferred Stock of Innovations  subject
to adjustment  as provided in the fourth loan  agreement  with accrued  interest
payable in cash at maturity.

         On December  17,  2002,  the lenders and the Company  executed a letter
agreement  (the "Letter  Agreement")  pursuant to which the lenders will receive
three  shares of  Innovations  Common  Stock and fifteen  shares of  Innovations
Non-Qualified  Preferred  Stock  in  lieu  of  cash  payment  of  all  remaining
obligations, including accrued and unpaid interest, the Company owed the lenders
under the terms of the first three loan agreements.

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

Discontinued Operations

         On  September  19,  2000,  the  Company   announced  its  intention  to
discontinue  its  US  Equities  Business.   The  Company  has  discontinued  all
operations  of the  equities  trading  system for the US Equities  Business  and
terminated  all  communications  networks  and other  related  systems that were
necessary to support that business. Accordingly,  results of this operation have
been  classified  as  discontinued  operations  in  the  consolidated  financial
statements  and  prior  periods  have  been  reclassified  to  conform  to  this
classification.  The discussion of results of operations in this section relates
only to the Company's continuing operations, its Exchange Solutions Business.

Continuation as a Going Concern

         The  accompanying  financial  statements  have been prepared on a going
concern basis, which contemplates the realization of assets and the satisfaction
of  liabilities  in the normal course of business.  The Company has realized net
losses from operations each year since inception.

         The Company's current cash and cash equivalents, plus the expected cash
flows for 2003, are not expected to be sufficient to meet its 2003 operating and
financial   commitments.   The   Company  is   currently   exploring   financing
opportunities  including  borrowing cash from certain of its  shareholders  that
would be secured by shares of  Innovations  Common  Stock  and/or  Non-Qualified
Preferred  Stock  owned by  OptiMark.  Accordingly,  if the Company is unable to
raise  additional  cash, the Company will face the imminent and likely potential
for bankruptcy or liquidation. If the Company is forced to declare bankruptcy or
pursue  liquidation,  the value of the Company's assets may not be sufficient to
pay its  creditors  in full and,  accordingly,  the  Company's  common stock and
preferred  stock  would  have  no  value.  The  Company  will  continue  to seek
additional funding both to support its operation as a holding company as well as
its very limited efforts related to potential new product development. While the
Company  hopes to be able to  obtain  additional  financing  for  these  limited
product  development  activities  and continue to borrow money or raise capital,
the Company may not be able to raise this capital before it runs out of cash. In
addition,  the Company  has pledged a portion of its shares of capital  stock in
Innovations to SOFTBANK as payment for loans that have already been provided. In
the event that the Company  does not have enough cash to pay the  principal  and
interest on these loans as they come due, the Company's  holdings in Innovations
will be reduced  accordingly.  This will reduce the Company's ability to utilize
these assets to

                                       14
<PAGE>


raise additional  capital  necessary to ensure  continuation as a going concern.
There is no assurance that the Company's  holdings in Innovations  will have any
value useable as collateral  for a loan or sellable to raise cash at any time or
in a time frame that would let the Company continue as a going concern.

History of Losses

         OptiMark  has  experienced  losses each  quarter  since its  inception.
Although the business has been  restructured,  losses are likely to continue for
the  foreseeable  future.  As of September  30, 2002 the  Company's  accumulated
deficit was approximately $372,104,000.

Critical Accounting Policies

         As a  result  of the  Company's  having  discontinued  its US  Equities
Business and suspended its Exchange  Solutions  Services  Business,  the Company
considers the two critical policies  described below to be most important to the
portrayal  of its  financial  condition  and that  require  the most  subjective
judgment  and, as a result  decrease  the  inherent  level of  precision  in our
financial statements.

         Reserve Related to Contract  Renegotiations  and  Terminations.  At the
time we  discontinued  the US Equities  Business,  this  reserve was recorded to
reflect the contingent liability to those companies from which we had previously
contracted for leased  equipment and related  services.  The reserve  balance is
substantially  less than the  gross  claims  made by the  former  suppliers  and
management  must  use  substantial  judgment  based  on,  among  other  factors,
disputing  the  size  of the  gross  claims  based  on  contractual  provisions,
asserting counterclaims and affirmative defenses,  mitigating the claims through
returns or sales of leased equipment and negotiating  substantial  reductions in
the net amounts claimed after mitigation.

         Impairment of Property and Equipment. As a result of the Company having
discontinued its US Equities Business in September 2000 and having suspended its
Exchange  Solutions  Services  Business in January  2002,  certain  property and
equipment  is no longer in use and must be  considered  impaired.  Some of these
assets may be directly identifiable to the discontinued  business;  however many
others are shared  and/or  non-specific  and  careful  judgment  is  required to
determine the appropriate impairment reserve.

Results of Operations

THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 2001

         Revenue.  Total  revenue for the three months ended  September 30, 2002
was $0 as  compared  to  approximately  $2,564,000  for the three  months  ended
September 30, 2001. Of these amounts,  $0 in 2002 and approximately  $416,000 in
2001 was  derived  from  services  provided  to our  affiliate,  Japan  OptiMark
Systems,  Inc.  ("JOS").  The balance in 2001 was derived  from  services to the
Nasdaq Stock Market,  Inc.  ("Nasdaq") and the recognition of revenue previously
deferred.  The reduction in services to JOS resulted from the  suspension of the
JOS  trading  system  which  operated  on the  Osaka  Securities  Exchange,  per
OptiMark's  amended  agreement  with  JOS  dated  May  23,  2001.  Billings  for
enhancement  and  maintenance  ceased as of August  31,  2001.  The  development
contract with Nasdaq and the related billings terminated on December 31, 2001.

         Operating  Expense.  Operating  expenses  for the  three  months  ended
September 30, 2002 totaled approximately $1,377,000 as compared to approximately
$5,785,000  for the three months ended  September  30, 2001.  The following is a
discussion of the decrease as it relates to each of the components:

         Cost of Sales.  Cost of sales  includes  all direct  costs and expenses
incurred in order to develop and implement  our products.  Cost of sales for the
three months ended  September  30, 2002 totaled $0 as compared to  approximately
$1,348,000  for the three  months  ended  September  30,  2001.  The decrease of
$1,348,000 is due to the absence of revenue generating projects in 2002.

                                       15
<PAGE>


         Sales and Marketing.  Sales and marketing  expense for the three months
ended  September  30,  2002  totaled  approximately   $(1,000)  as  compared  to
approximately  $308,000  for the three  months ended  September  30,  2001.  The
decrease of  $309,000  was  primarily  due to a decrease  in  personnel  related
expenses,  communication  expense,  travel and entertainment  expense and public
relations  expenses in  connection  with the decrease in  resources  utilized in
promoting the company's  products and headcount  reductions within the marketing
department.  The credit  balance for the quarter was due to a credit memo issued
on an invoice settled for a lesser amount than the original.

         Research and  Development.  Research and  development  expense  totaled
approximately $109,000 for the three months ended September 30, 2002 compared to
approximately  $1,254,000  for the three months ended  September  30, 2001.  The
decrease of  $1,145,000  is  primarily  due to  reductions  in  expenditures  to
customize and develop  OptiMark's  proprietary  matching  technology  for use in
future applications and the reimbursement of development  expenses by a formerly
majority-owned  subsidiary.  The  decrease  consists  primarily  of decreases in
personnel related expenses and communications expense.

         General and Administrative Expense.  General and administrative expense
totaled  approximately  $1,058,000 for the three months ended September 30, 2002
as compared to approximately $1,844,000 for the three months ended September 30,
2001.  The  decrease of $786,000 is  primarily  due to a decrease in the cost of
OptiMark's   bonus  program  and  decreases  in  personnel   related   expenses,
professional fees,  communication expense and other general office expenses. The
cost of the bonus  program was $0 for the three months ended  September 30, 2002
and approximately $411,000 for the three months ended September 30, 2001.

         Depreciation  and Amortization  Expense.  Depreciation and amortization
expense totaled approximately  $211,000 for the three months ended September 30,
2002 as  compared  to  approximately  $1,001,000  for  the  three  months  ended
September  30, 2001.  The decrease of $790,000 is primarily due to the write off
of assets  deemed  permanently  impaired  during the latter part of 2001 and the
first quarter of 2002.

         Other Income and Expense.  Other income and expense  includes  interest
income on cash and cash  equivalents,  interest  expense  on loans  and  capital
leases,  gain realized by the recovery of an investment  previously written off,
gain on the  disposal of assets,  loss on equity  investment  and  equity in the
loss of an investee.  Other expense,  net, was approximately  $3,174,000 for the
three  months  ended  September  30, 2002 as compared  to other  income,  net of
approximately  $524,000  for the three  months ended  September  30,  2001.  The
decrease  of  $3,698,000  is  primarily  due to the  equity  in the  loss  of an
investee, OptiMark Innovations,  Inc., an increase in interest expense generated
by  shareholder  loans,  the financing of insurance  policies and the beneficial
conversion  feature of the loan with certain of its shareholders,  loss realized
on the partial disposal of an equity  investment,  gain realized on the disposal
of assets,  a decrease  in  interest  income and the gain on the  recovery on an
investment realized in 2001.

NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE NINE MONTHS ENDED
SEPTEMBER 30, 2001

         Revenue. Total revenue for the nine months ended September 30, 2002 was
approximately  $515,000  as compared to  approximately  $9,238,000  for the nine
months ended September 30, 2001. Of these amounts,  $0 in 2002 and approximately
$2,818,000 in 2001 was derived from services provided to our affiliate, JOS. The
balance in 2002 was derived from the recognition of revenue previously deferred.
The balance in 2001 was derived from services to Nasdaq and the  recognition  of
revenue previously deferred.  The reduction in services to JOS resulted from the
suspension  of the JOS trading  system  which  operated on the Osaka  Securities
Exchange, per OptiMark's amended agreement with JOS dated May 23, 2001. Billings
for enhancement  and  maintenance  ceased as of August 31, 2001. The development
contract with Nasdaq and the related billings terminated on December 31, 2001.

         Operating  Expense.  Operating  expenses  for  the  nine  months  ended
September 30, 2002 totaled approximately $5,571,000 as compared to approximately
$21,827,000  for the nine months ended  September  30, 2001.  The following is a
discussion of the decrease as it relates to each of the components:


                                       16
<PAGE>



         Cost of Sales.  Cost of sales  includes  all direct  costs and expenses
incurred in order to develop and implement  our products.  Cost of sales for the
nine months ended  September  30, 2002  totaled $0 as compared to  approximately
$5,350,000  for the nine  months  ended  September  30,  2001.  The  decrease of
$5,350,000 is due to the absence of revenue generating projects in 2002.

         Sales and  Marketing.  Sales and marketing  expense for the nine months
ended  September  30,  2002  totaled  approximately   $395,000  as  compared  to
approximately  $1,133,000  for the nine months ended  September  30,  2001.  The
decrease of  $738,000  was  primarily  due to a decrease  in  personnel  related
expenses,  communication  expense,  travel and entertainment  expense and public
relations  expenses in  connection  with the decrease in  resources  utilized in
promoting the company's  products and headcount  reductions within the marketing
department.

         Research and  Development.  Research and  development  expense  totaled
approximately  $1,815,000 for the nine months ended  September 30, 2002 compared
to  approximately  $4,600,000 for the nine months ended  September 30, 2001. The
decrease of  $2,785,000  is  primarily  due to  reductions  in  expenditures  to
customize and develop  OptiMark's  proprietary  matching  technology  for use in
future applications and the reimbursement of development  expenses by a formerly
majority-owned  subsidiary.  The  decrease  consists  primarily  of decreases in
personnel related expenses and communications expense.

         General and Administrative Expense.  General and administrative expense
totaled approximately $2,740,000 for the nine months ended September 30, 2002 as
compared to  approximately  $7,321,000  for the nine months ended  September 30,
2001.  The decrease of  $4,581,000 is primarily due to a decrease in the cost of
OptiMark's bonus program and decreases in personnel related expenses,  corporate
insurance expense, professional fees and other general office expenses. The cost
of the bonus  program was $0 for the nine months  ended  September  30, 2002 and
approximately $1,430,000 for the nine months ended September 30, 2001.

         Depreciation  and Amortization  Expense.  Depreciation and amortization
expense totaled  approximately  $621,000 for the nine months ended September 30,
2002 as compared to approximately $3,121,000 for the nine months ended September
30, 2001. The decrease of $2,500,000 is primarily due to the write off of assets
deemed permanently impaired during the latter part of 2001 and the first quarter
of 2002.

         Restructuring  Expense.  OptiMark  recorded a  restructuring  charge of
approximately $304,000 for the nine months ended September 30, 2001 related to a
workforce  reduction  of  thirty-nine  employees.  Included  in this  charge  is
approximately  $287,000  representing  severance costs and approximately $17,000
representing other employee related costs.

         Other Income and Expense.  Other income and expense  includes  interest
income on cash and cash  equivalents,  interest  expense  on loans  and  capital
leases,  gain realized by the recovery of an investment  previously written off,
gain on the disposal of assets, loss on equity investment and equity in the loss
of an investee.  Other expense,  net, was approximately  $3,952,000 for the nine
months  ended  September  30,  2002  as  compared  to  other  income,   net,  of
approximately  $447,000  for the nine  months  ended  September  30,  2001.  The
decrease  of  $4,399,000  is  primarily  due to the  equity  in the  loss  of an
investee, OptiMark Innovations,  Inc., an increase in interest expense generated
by  shareholder  loans,  the financing of insurance  policies and the beneficial
conversion  feature of the loan with certain of its shareholders,  loss realized
on the partial disposal of an equity  investment,  gain realized on the disposal
of assets and a decrease in interest  income and the gain on the  recovery on an
investment realized in 2001.

         LIQUIDITY AND CAPITAL RESOURCES

         As of September  30, 2002,  OptiMark's  principal  sources of liquidity
consisted of  approximately  $40,000 of cash and cash equivalents as compared to
approximately $1,624,000 of cash and cash equivalents as of December 31, 2001.


                                       17
<PAGE>


         Net cash used in  continuing  operating  activities  was  approximately
$4,985,000 and $7,239,000 for the nine months ended September 30, 2002 and 2001,
respectively.  The change in net operating cash flows were  attributable  to net
losses for the nine months ended September 30, 2002 and 2001, offset by non-cash
charges  including  depreciation and  amortization,  gain on disposal of assets,
non-cash loan repayment,  equity in loss of unconsolidated  subsidiary,  loss on
equity investment and non-cash interest expense. The fluctuation between periods
was also affected by net changes in working capital.

         Net cash  provided by  investing  activities  for the nine months ended
September  30, 2002 was  approximately  $388,000  and net cash used in investing
activities  for the nine  months  ended  September  30,  2001 was  approximately
$776,000.  The cash provided by investing activities in 2002 primarily consisted
of the proceeds  received from the sale of assets,  chiefly computer  equipment.
The uses of cash in 2001 for  investing  activities  primarily  consisted of the
purchase of a mainframe  computer as part of a settlement of all amounts owed to
a company from which OptiMark had previously  leased  equipment and the purchase
of software licenses.

         Net  cash  provided  from  financing   activities   was   approximately
$3,527,000 and $9,339,000 for the nine months ended September 30, 2002 and 2001,
respectively.  In 2002,  cash was  provided  from the sale of Series E Preferred
Stock and shareholder  loans. In 2001, cash was provided from the sale of Series
E Preferred Stock and shareholder loans reduced by principal payments on capital
leases. On September 29, 2001, the obligation to repay the shareholder loans was
cancelled in exchange for shares of the Series E Preferred Stock.

         On March 21,  2002,  the Company  entered  into a loan  agreement  with
certain  of its  shareholders.  Under the terms of the  agreement,  the  Company
borrowed  $500,000 for a period of 180 days at an interest rate of 10% per annum
compounded  every ninety days. The loan is secured by  substantially  all of the
assets of the Company.  In lieu of  repayment of principal in cash,  the lenders
may  require the  Company to repay the  principal  amount of the loan by causing
OptiMark to transfer  eight shares of Innovations  Common Stock and  forty-eight
shares of the Non-Qualified Preferred Stock of Innovations subject to adjustment
as provided  in the loan  agreement  with  accrued  interest  payable in cash at
maturity.

         On April 11, 2002,  the Company  entered  into a second loan  agreement
with certain of its shareholders.  Under this second loan agreement, the Company
borrowed  $570,000 for a period of 180 days at an interest rate of 10% per annum
compounded every ninety days. The second loan is secured by substantially all of
the assets of the  Company.  In lieu of  repayment  of  principal  in cash,  the
lenders may require  the  Company to repay the  principal  amount of the loan by
causing  OptiMark to transfer  twelve  shares of  Innovations  Common  Stock and
fifty-four shares of the Non-Qualified Preferred Stock of Innovations subject to
adjustment  as provided  in the second  loan  agreement  with  accrued  interest
payable in cash at maturity.

         On May 31, 2002,  the Company  entered into a third loan agreement with
certain  of its  shareholders.  Under this third  loan  agreement,  the  Company
borrowed  $1,650,000  for a period  of 180 days at an  interest  rate of 10% per
annum  compounded  every ninety days. The third loan is secured by substantially
all of the assets of the Company. In lieu of repayment of principal in cash, the
lenders may require  the  Company to repay the  principal  amount of the loan by
causing OptiMark to transfer twenty-eight shares of Innovations Common Stock and
one  hundred  fifty-eight  shares  of  the  Non-Qualified   Preferred  Stock  of
Innovations  subject to adjustment as provided in the third loan  agreement with
accrued interest payable in cash at maturity.

         On September  17, 2002,  the loan the Company  executed with certain of
its  shareholders  on March 21, 2002,  came due. In accordance with the terms of
the  agreement,  the  lenders  caused the Company to  transfer  eight  shares of
Innovations'  common stock and forty-eight shares of Innovations'  Non-Qualified
Preferred Stock.  The Company  recorded a loss of approximately  $945,000 on the
exchange,  which is included in loss on equity  investment  on the  accompanying
statement of operations and other comprehensive loss.

                                       18
<PAGE>


         On October 8, 2002,  the loan the Company  executed with certain of its
shareholders  on April 11, 2002,  came due. In accordance  with the terms of the
agreement,  the  lenders  caused  the  Company  to  transfer  twelve  shares  of
Innovations'  common stock and fifty-four  shares of Innovations'  Non-Qualified
Preferred Stock.

         On November 27, 2002, the loan the Company executed with certain of its
shareholders  on May 31,  2002,  came due. In  accordance  with the terms of the
agreement,  the lenders  caused the Company to transfer  twenty-eight  shares of
Innovations'  common stock and one hundred  fifty-eight  shares of  Innovations'
Non-Qualified Preferred Stock.

         On November 27, 2002, the Company  entered into a fourth loan agreement
with certain of its shareholders.  Under this fourth loan agreement, the Company
borrowed  $750,000 for a period of 180 days at an interest rate of 10% per annum
compounded every ninety days. The fourth loan is secured by substantially all of
the assets of the  Company.  In lieu of  repayment  of  principal  in cash,  the
lenders may require  the  Company to repay the  principal  amount of the loan by
causing  OptiMark to transfer  twelve  shares of  Innovations  Common  Stock and
seventy-two shares of the Non-Qualified  Preferred Stock of Innovations  subject
to adjustment  as provided in the fourth loan  agreement  with accrued  interest
payable in cash at maturity.

         On December  17,  2002,  the lenders and the Company  executed a Letter
Agreement pursuant to which the lenders will receive three shares of Innovations
Common Stock and fifteen shares of Innovations  Non-Qualified Preferred Stock in
lieu of cash payment of all remaining obligations,  including accrued and unpaid
interest,  the Company owed the lenders  under the terms of the first three loan
agreements.

         The  results  indicated  for  continuing  operations  in the  Condensed
Consolidated  Statements  of Cash Flows for the nine months ended  September 30,
2002 are not  necessarily  indicative of the spending  rates for the  continuing
operations.  The results from operations in future periods may differ materially
as we continue to focus our resources on the new business model.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The  Company's  only  exposure to market risk at September  30, 2002 is
related to interest rates.

         Interest Rate Risk. As of September 30, 2002 OptiMark had cash and cash
equivalents  of  approximately  $40,000 that consisted of cash and highly liquid
overnight  investments.  These investments may be subject to interest rate risk.
However,  because of the low level of cash balances,  any such risk would not be
material.

         Foreign  Currency  Exchange Rate Risk.  As of September  30, 2002,  the
Company is not subject to foreign currency exchange rate risk.

         Equity Price Risk. As of September 30, 2002, the Company is not subject
to equity price risk.

ITEM 4. CONTROLS AND PROCEDURES

         Based  on an  evaluation  of  the  Company's  disclosure  controls  and
procedures  performed by the  Company's  Chief  Executive  Officer and Principal
Financial and  Accounting  Officer  within 90 days of the filing of this report,
the Company's  Chief  Executive  Officer and Principal  Financial and Accounting
Officer  concluded that the Company's  disclosure  controls and procedures  have
been effective.

         As used herein, "disclosure controls and procedures" means controls and
other  procedures  of the Company that are  designed to ensure that  information
required to be  disclosed by the Company in the reports that it files or submits
under  the  Securities  Exchange  Act is  recorded,  processed,  summarized  and
reported within the time periods  specified in the rules and forms issued by the
SEC. Disclosure controls and procedures  include,  without limitation,  controls
and procedures  designed to ensure that information  required to be disclosed by
the  Company  in the  reports  that it files or  submits  under  the  Securities

                                       19
<PAGE>


Exchange  Act is  accumulated  and  communicated  to the  Company's  management,
including  its  principal  executive  officer  or  officers  and  its  principal
financial  officer or officers,  or persons  performing  similar  functions,  as
appropriate to allow timely decisions regarding required disclosure.

         Since  the  date  of the  evaluation  described  above,  there  were no
significant  changes in the Company's internal controls or in other factors that
could significantly affect these controls,  and there were no corrective actions
with regard to significant deficiencies and material weaknesses.




                                       20
<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         OptiMark  and  certain  of its  subsidiaries  are  subject to the legal
proceedings  described in the  Company's  amended and restated  Annual Report on
Form 10-K/A for the year ended  December 31, 2001, as filed with the SEC on July
22, 2002.

         Finova Capital Corporation (Plaintiff) v. OptiMark Technologies,  Inc.,
OptiMark, Inc. and OptiMark Holdings,  Inc. (Defendants),  Superior Court of New
Jersey - Hudson County.  Plaintiff filed this action on June 15, 2001, asserting
claims that  allegedly  arise out of an equipment  lease  agreement  pursuant to
which it is alleged that OptiMark  Technologies,  Inc. (now known as OptiMark US
Equities,  Inc.) agreed to lease  certain  equipment.  Plaintiff  contends  that
OptiMark Technologies, Inc. breached the equipment lease by, among other things,
failing  to pay the  amounts  due  under  the  equipment  lease.  Based on these
allegations,  Plaintiff  has  made  claims  for  breach  of  contract,  tortuous
interference, fraudulent conveyance of such equipment lease agreement and/or the
related  equipment  and/or  other  assets from  OptiMark  Technologies,  Inc. to
OptiMark  and/or the  Company  and  damages  in  unspecified  amounts  exceeding
$6,000,000,  plus interest,  late charges,  litigation  costs and expenses,  and
reasonable counsel fees. In the fourth quarter of 2001, most, if not all, of the
equipment that was the subject of the equipment lease was returned  consensually
to  Plaintiff.  The parties  currently  are engaged in  exchanging  responses to
written discovery requests. On February 14, 2002, Plaintiff made a motion to add
Innovations  as a defendant in the case. In the motion,  Plaintiff  alleges that
the transfer of certain assets from OptiMark to Innovations on December 31, 2001
constituted a fraudulent conveyance of such assets. On March 25, 2002, the court
granted  Finova  permission to amend its complaint to include  Innovations.  The
amended complaint was served on Innovations on April 22, 2002. Innovations filed
a response to the complaint on August 15, 2002. On June 13, 2002, Finova amended
the  complaint  to include Vie. The  Defendants,  Innovations  and Vie intend to
defend this  action and the motion  vigorously.  The outcome of this  litigation
cannot be predicted at this time,  although it may have a material affect on the
Company's financial condition and results of operations.

         Comdisco, Inc. (Plaintiff) v. OptiMark Technologies, Inc. (now known as
OptiMark US Equities,  Inc.)  (Defendant)  and Avnet,  Inc. State of Connecticut
Superior Court, Judicial District of Fairfield at Bridgeport.  Plaintiff filed a
Complaint on December 18, 2000. The action seeks possession of leased equipment,
proceeds  from  the  sale of  leased  equipment,  a  deficiency  judgment  in an
unspecified  amount,  and fees and costs and  interest.  Since the complaint was
filed,  most,  if not  all,  of  the  equipment  was  returned  consensually  to
Plaintiff.  Based on the  complaint  filed in a  related  action  in New  Jersey
(described  below)  and on  other  information  received  from  Comdisco,  it is
believed that amount of damages claimed is  approximately  $6,500,000.  On March
30, 2001, the parties  agreed to consolidate a related case captioned  Comdisco,
Inc. v. OptiMark  Technologies,  Inc., Superior Court of New Jersey Law Division
Hudson County (filed on January 23, 2001) with the  Connecticut  proceeding.  To
effect  the  consolidation,  on or about  April 2,  2001,  the  parties  filed a
stipulation withdrawing Defendant's motion to dismiss Comdisco's Complaint filed
in  the  Superior  Court  of  New  Jersey.  That  motion  had  sought  dismissal
principally on grounds that an identical  action alleging breach of contract had
previously  been filed by Comdisco in Connecticut  State Court.  In exchange for
Defendant's  agreement to withdraw its motion,  Comdisco  agreed to withdraw its
New Jersey Complaint without prejudice. In June 2001, Comdisco made a motion for
summary judgment with respect to a claim against Avnet relating to a guaranty by
Avnet of  Defendant's  obligations  under a Master Lease  Agreement for computer
equipment leased from Comdisco.  Avnet responded to Comdisco's motion by denying
liability  under the guaranty and  asserting a variety of special  defenses.  In
addition,  Avnet filed a cross claim against Defendant.  The cross claim alleges
that if Avnet is found liable under the guaranty,  then Avnet becomes subrogated
to  Comdisco's  rights  under the Master  Lease  Agreement  to the extent of the
payments  Avnet makes to Comdisco  and that  OptiMark is liable to Avnet for any
such  payments.  Defendant  has  responded  to the  cross-claim  by denying  its
material allegations.  The Company intends to defend this action vigorously.  On
February  12, 2002,  Plaintiff  filed a motion for default for failure to plead,
alleging that OptiMark Technologies,  Inc. did not file a pleading responsive to
Plaintiff's second amended complaint. This default


                                       21
<PAGE>


will be set  aside if  OptiMark  Technologies,  Inc.  files an  answer  before a
judgment after default has been rendered. OptiMark Technologies,  Inc. filed its
answer on September 27, 2002. The outcome of this litigation cannot be predicted
at this time,  although it may have a material affect on the Company's financial
condition and results of operations.

         Management  intends to  vigorously  contest these suits;  however,  the
likelihood  that these claims will result in loss or  impairment  of an asset is
probable.  Any loss or impairment  resulting  from any of these suits may have a
material impact on the Company's financial  position,  results of operations and
cash flows in future years. An accrual with respect to these loss  contingencies
has been recorded by the Company as part of its loss on discontinued operations,
which represents management's best estimate of the outcome of the negotiations.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         A.  Exhibits

             99     Certification pursuant to 18 U.S.C. Section 1350, as adopted
                    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

         B.  Reports on Form 8-K

             None.


















                                       22
<PAGE>



                                   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 hereunto duly authorized.

                                           OPTIMARK HOLDINGS, INC.

December 30, 2002

                                           By: /s/  Robert J. Warshaw
                                              -----------------------
                                               Name:  Robert J. Warshaw
                                               Title: Chief Executive Officer





















                                       23
<PAGE>


                                  CERTIFICATION
                           BY CHIEF EXECUTIVE OFFICER
                           AND CHIEF FINANCIAL OFFICER
                             PURSUANT TO RULE 13a-14

               I, Robert J. Warshaw, certify that:

               1. I have reviewed this quarterly report on Form 10-Q of OPTIMARK
HOLDINGS, INC.;

               2. Based on my knowledge,  this quarterly report does not contain
any  untrue  statement  of a  material  fact or omit to  state a  material  fact
necessary to make the statements made, in light of the circumstances under which
such  statements were made, not misleading with respect to the period covered by
this quarterly report;

               3. Based on my  knowledge,  the financial  statements,  and other
financial  information included in this quarterly report,  fairly present in all
material respects the financial condition,  results of operations and cash flows
of the  registrant  as of, and for,  the  periods  presented  in this  quarterly
report;

               4. I am responsible for establishing  and maintaining  disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
the registrant and have:

                    (a) designed  such  disclosure  controls and  procedures  to
ensure that  material  information  relating to the  registrant,  including  its
consolidated subsidiaries,  is made known to me by others within those entities,
particularly during the period in which this quarterly report is being prepared;

                    (b)  evaluated  the   effectiveness   of  the   registrant's
disclosure  controls  and  procedures  as of a date  within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and

                    (c) presented in this quarterly report my conclusions  about
the  effectiveness  of  the  disclosure  controls  and  procedures  based  on my
evaluation as of the Evaluation Date;

               5. I have disclosed,  based on my most recent evaluation,  to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):

                    (a) all significant  deficiencies in the design or operation
of internal  controls which could adversely affect the  registrant's  ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

                    (b)  any  fraud,  whether  or not  material,  that  involves
management or other  employees who have a significant  role in the  registrant's
internal controls; and


                                       24
<PAGE>


               6. I have indicated in this  quarterly  report whether there were
any  significant  changes in internal  controls or in other  factors  that could
significantly  affect internal controls subsequent to the date of my most recent
evaluation,   including  any  corrective  actions  with  regard  to  significant
deficiencies and material weaknesses.

Date: December 30, 2002


                                         /s/ Robert J. Warshaw
                                         -------------------------------------
                                         Robert J. Warshaw
                                         President and Chief Executive Officer
                                         (Principal executive officer and
                                          principal financial officer)



















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