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

                  FORM 10-QSB

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003

                   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   (I.R.S. Employer
Incorporation or Organization)     Identification No.)

      1114 Avenue of the Americas, 22nd floor,
            New York, NY   10036
(Address of Principal Executive Offices)
(Zip Code)

                (212) 575-9314
(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 /X/ No //

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

      At June 30, 2003, the number of shares outstanding of the
registrant's common stock was 33,354,913.

INDEX

PART I
FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements

         Consolidated Balance Sheets as of June 30, 2003
         (Unaudited) and December 31, 2002

         Consolidated Statements of Operations and
         Comprehensive Loss for the Three Months and Six
         Months Ended June 30, 2003 and June 30, 2002
         (Unaudited)

         Consolidated Statements of Cash Flows for the
         Six Months Ended June 30, 2003 and June 30, 2002
         (Unaudited)

         Notes to Unaudited Condensed Consolidated
         Financial Statements

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

Item 3.  Controls and Procedures

PART II
OTHER INFORMATION

Item 1.  Legal Proceedings

Item 6.  Exhibits and Reports on Form 8-K

FORWARD LOOKING STATEMENTS

     This Quarterly Report on Form 10-QSB 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 II, Item 7 - "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" in the Company's Annual Report on Form 10-K for the year
ended December 31, 2002 as filed with the Securities and Exchange
Commission 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, the Company does 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, the Company claims the protection of the safe harbor for
forward-looking statements contained in Section 21E of the Exchange
Act.

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

                                      June 30, 2003    December 31, 2002
                                        (Unaudited)       (Audited)

<S>                                         <C>              <C>
ASSETS

CURRENT ASSETS:
  Cash and cash equivalents               $ 1,264           $135,668
  Accounts receivable                      67,706             95,808
  Other current assets                    377,362             67,090
          Total current assets            446,332            298,566

PROPERTY AND EQUIPMENT - NET               11,246             22,692

OTHER ASSETS                               50,866            284,033

TOTAL ASSETS                             $508,444           $605,291


LIABILITIES AND STOCKHOLDERS' DEFICIENCY

LIABILITIES:

  CURRENT LIABILITIES:
    Accounts payable and accrued
    liabilities                        $1,079,283           $711,429
    Accrued compensation                   68,391            229,024
    Loan payable                          957,289            682,003
    Net liabilities of discontinued
     operations (Note 4)               13,479,336         13,460,791
    Other current liabilities             105,032            104,851
     Total current liabilities         15,689,331         15,188,098


COMMITMENTS AND CONTINGENCIES

MANDATORILY REDEEMABLE STOCK
  Series E preferred stock, convertible,
   $0.01 par value; 1,000,000 shares
   authorized; 983,333 issued and outstanding
   at June 30, 2003 and December 31,
   2002, respectively                  14,437,427         14,437,427
  Series F preferred stock, $0.01 par
   value; 7,400,000 shares
   authorized and no shares
   issued and outstanding at
   June 30, 2003 and December
   31, 2002 respectively                   -                  -
  Series G preferred stock, $0.01 par
   value; 300,000 shares authorized,
   issued and outstanding at June
   30, 2003 and December 31, 2002,
   respectively                            3,000               3,000

TOTAL MANDATORILY REDEEMABLE
STOCK                                 14,440,427          14,440,427


STOCKHOLDERS' DEFICIENCY:
  Preferred stock, authorized and
   unissued 8,577,932 at June
   30, 2003 and December 31, 2002
  Series A preferred stock, convertible
   and participating, $0.01 par
   value; 3,222,068 shares authorized;
   925,683 shares issued and
   outstanding at June 30, 2003
   and December 31, 2002                   9,257               9,257
  Series B preferred stock, convertible,
   $0.01 par value; 11,000,000
   shares authorized; 8,570,000 and
   7,070,000 shares issued and
   outstanding at June 30, 2003 and
   December 31, 2002                      70,700              85,700
  Series C preferred stock, convertible,
   $0.01 par value; 8,250,000 shares
   authorized, issued and outstanding
   at June 30, 2003 and December
   31, 2002                               82,500              82,500
  Series D preferred stock, convertible,
   $0.01 par value; 250,000 shares
   authorized, issued and outstanding
   at June 30, 2003 and December
   31, 2002                                2,500               2,500
  Common stock, $0.01 par value;
   150,000,000 shares authorized;
   33,369,913 and 33,354,913 shares
   issued and outstanding at June
   30, 2003 and December 31, 2002,
   respectively, of which
   3,242,644 and no shares are held
   as treasury stock at June 30, 2003
   and December 31, 2002,
   respectively                          365,975             366,126
  Warrants, common stock              35,686,523          35,686,523
  Additional paid-in capital         310,963,418         310,074,976
  Accumulated deficit               (376,384,988)       (375,247,045)
  Accumulated other
  comprehensive loss                    (417,198)            (83,770)
  Treasury stock                              (1)                 (1)
      TOTAL STOCKHOLDERS'
      DEFICIENCY                     (29,621,314)        (29,023,234)


TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIENCY                              $508,444            $605,291
</TABLE>
See notes to consolidated financial
statements


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

                             Three Months Ended       Six Months Ended
                                  June 30                 June 30
                              2003        2002        2003        2002
                           Unaudited   Unaudited   Unaudited   Unaudited
<S>                           <C>         <C>         <C>         <C>
REVENUE:
  Revenue from affiliate $      -     $514,991    $    -       $514,991
  Revenue, other                -          -           -            -
   Total revenue                -      514,991         -        514,991

EXPENSES:
  Sales and marketing           -       81,650         -        395,498
  Research and
   development                  -      243,150         -      1,706,009
  General and
   administrative           325,058    224,297     833,609    1,682,263
  Depreciation and
   amortization               5,624     18,749      11,445      409,582
     Total operating
     expenses               330,682    567,845     845,054    4,193,352

OTHER (INCOME) EXPENSE:
  Interest income              (770)    (1,542)     (1,754)      (5,681)
  Interest expense          117,689    316,390     226,894      320,787
  Gain on disposal of
   assets                    (7,500)    (5,513)     (7,500)    (339,437)
  Equity in loss of
   investee                     -      802,102         -        802,102
       Total other
       expense              109,419  1,111,437     217,640      777,771

LOSS FROM CONTINUING
OPERATIONS                 (440,101)(1,164,291) (1,062,694)  (4,456,132)

DISCONTINUED OPERATIONS:
  Gain (Loss) on disposal
   of discontinued
   operations               (75,249)  (113,825)    (75,249)    (183,652)
  Loss from discontinued
   operations               (75,249)  (113,825)    (75,249)    (183,652)

NET INCOME (LOSS)          (515,350)(1,278,116) (1,137,943)  (4,639,784)

OTHER COMPREHENSIVE
INCOME (LOSS):
  Foreign currency
   translation adjustments  (58,467)     9,740    (216,702)       9,952

COMPREHENSIVE INCOME
(LOSS)                    $(573,817)(1,268,376) (1,354,645)  (4,629,832)

LOSS PER SHARE - BASIC
AND DILUTED:
  Continuing operations      $(0.01)    $(0.03)     $(0.03)      $(0.13)
  Discontinued operations    $(0.01)        -       $(0.01)      $(0.01)
  Total loss per share       $(0.02)    $(0.03)     $(0.04)      $(0.14)

Weighted average number
of common shares
  Basic and diluted      33,360,361  33,369,913  33,360,361  33,369,913

</TABLE>
See notes to consolidated
financial statements


<TABLE>
<CAPTION>
                OPTIMARK HOLDINGS, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                         SIX MONTHS ENDED JUNE 30

                                          2003              2002
                                       (Unaudited)      (Unaudited)
<S>                                        <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net (income) loss                 $(1,137,943)      $(4,639,784)

  Deduct loss from
   discontinued operations              (75,249)         (183,652)

  Loss from continuing
   operations                        (1,062,694)       (4,456,132)

  Adjustments to reconcile
   net loss from continuing
   operations to net cash
   used in continuing operations:
     Depreciation and amortization       11,445           409,582
     Noncash interest expense           226,578           275,000
     Equity in loss of
     unconsolidated subsidiary              -             802,102
     Gain on disposal of assets          (7,500)         (339,437)

  Changes in operating assets
   and liabilities:
     Accounts Receivable                 28,102           759,180
     Other current assets              (310,272)          248,008
     Other assets                       233,167          (184,734)
     Accounts payable and
      accrued liabilities                34,426          (133,994)
     Accounts compensation             (160,633)         (990,180)
     Other current liabilities              181	         (695,822)
     Other liabilities                       -	           14,371

  Net cash used in continuing
   operations                        (1,007,200)       (4,292,056)

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of property and equipment        -            (12,000)
  Proceeds from sale of assets            7,500           387,088
   Net cash provided by
    investing activities                  7,500           375,088

CASH FLOWS FROM FINANCING ACTIVITIES
  Net proceeds from issuance
   of preferred stock                        -            806,572
  Proceeds from shareholder loan        940,000         2,720,000
  Payments for issuance costs           (18,000)              -
     Net cash provided by
     financing activities               922,000         3,526,572

NET DECREASE IN CASH AND
 CASH EQUIVALENTS                       (77,700)         (390,396)

NET CASH USED IN
 DISCONTINUED OPERATIONS                (56,704)         (495,387)

CASH AND CASH EQUIVALENTS,
 BEGINNING OF THE PERIOD                135,668         1,624,017

CASH AND CASH EQUIVALENTS,
 END OF THE PERIOD                       $1,264          $738,234


Non-cash financing activities:
 Investment in unconsolidated
  subsidiary                           $   -           $4,290,705
 Beneficial conversion feature
  of loan payable                      $940,000	       $1,650,000
 Noncash loan repayment                $787,969        $    -

</TABLE>
See notes to consolidated financial statements


OPTIMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2003 AND 2002

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 cash.  The principal business of
Innovations is to hold an 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.

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 agreed to
purchase up to 633,433,600 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 OptiMark
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.

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 a senior secured convertible note (the "Note").
The Note will mature in five years, and may, at the option of
Innovations, be convertible 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 owned approximately 80% of
the fully-diluted outstanding shares of Vie Common Stock calculated
as of May 3, 2002.  Fully-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 9% of the fully-diluted shares of the Vie Common
Stock, calculated as of May 3, 2002.

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 December 31, 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 was 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 $100,000 in cash
and 13,334 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 $100,000 in cash and 13,334 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 $100,000 in cash and 13,334
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.

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.

2.  PRESENTATION

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, 2002 included in the
Company's Annual Report on Form 10-K, as filed with the Securities
and Exchange Commission on May 9, 2003.

The accompanying unaudited, condensed, consolidated 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'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.  The financial statements do not include any
adjustments relating to the recoverability and classification of
recorded asset amounts, or the amounts and classification of
liabilities that might be necessary, should the Company be unable to
continue as a going concern.

Accounting For Stock Option Plans - SFAS No. 123, "Accounting for
Stock-Based Compensation" encourages, but does not require,
companies to record compensation cost for stock-based employee
compensation plans at fair value. The Company has chosen to continue
to account for stock-based compensation using the intrinsic value
method prescribed in Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees and Related
Interpretations". Accordingly, compensation cost for stock options
is measured as the excess, if any, of the fair value of the
Company's stock at the date of grant over the amount an employee
must pay to acquire the stock. Had compensation cost for the 1999
Plan been determined at the fair value on the grant dates under the
method of SFAS No. 123, the Company's net loss for the quarters
ended June 30, 2003 and 2002, would have remained unchanged.

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.

Recent Accounting Pronouncements - Management does not believe any
recently issued, but not yet effective, accounting standards, if
currently adopted, would have a material effect on the accompanying
financial statements.

3.  DISCONTINUED OPERATIONS

	Changes in Net Liabilities of Discontinued Operations from
December 31, 2002 to June 30, 2003 is as follows:

                                Paid or   Additional
                  Balance at    Charged   Accruals and  Balance at
                  December 31,  Against   Other         June 30,
                  2002          Liability Adjustments   2003
Net
Liabilities
of
Discontinued
Operations       (13,460,791)    56,704   (75,249)     (13,479,336)

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 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 OptiMark
Innovations was based in part on preliminary discussions with a
potential investor in Innovations.  Neither Vie nor Innovations
obtained 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.

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 the Note.  The Note will mature in five years,
may, at the option of Innovations, be convertible 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 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 , 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 owned 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 9% of Vie's fully-diluted shares of the Vie Common Stock,
calculated as of May 3, 2002.

During the three months ended March 31, 2002, the Company sold
56,668 shares of Series E Preferred at $15 per share.  The aggregate
amount received from this sale was $850,000, which was paid in cash.
The shares were sold to SOFTBANK Capital Partners LP, SOFTBANK
Capital LP, SOFTBANK Capital Advisors Fund LP, and Big Island LLC,
each of whom is an "accredited investor" as defined in Rule 501(a)
under the Securities Act of 1933, as amended.

On November 27, 2002, the Company entered into a fourth loan
agreement with these 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.  The
value of the securities to be given in consideration at the time of
repayment for the loan exceeded the value of the loan by $92,000,
which was recorded as a beneficial conversion feature.  This amount
was charged as interest expense ratably over the life of the loan.

On February 6, 2003, the Company entered into a fifth loan
agreement with certain of its shareholders.  Under this fifth loan
agreement, the Company borrowed $940,000 for a period of 180 days at
an interest rate of 10% per annum compounded every ninety days. The
fifth 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 eighty-nine shares of the Non-Qualified
Preferred Stock of Innovations and the reduction of the Company's
First Call Right by twenty shares subject to adjustment as provided
in the fifth loan agreement with accrued interest payable in cash at
maturity.  The value of the securities to be given in consideration
at the time of repayment for the loan will exceed the value of the
loan by $103,000, which was recorded as a beneficial conversion
feature.  This amount is being charged as interest expense ratably
over the life of the loan.

On May 28, 2003, the loan the Company executed with these
shareholders on November 27, 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 seventy-two shares of
Innovations' Non-Qualified Preferred Stock.  In addition, the
lenders received four shares of Innovations Non-Qualified Preferred
Stock in lieu of cash payment of all remaining obligations,
including accrued and unpaid interest, which the Company owed the
lenders under the terms of the loan agreement.  As a result of this
transaction, the loan balance and accrued interest of $787,969 were
adjusted to Additional Paid-in-Capital.

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 January 31, 2003, OptiMark amended the employment agreement
dated August 16, 2001 to change its chief executive officer's
employment status to part-time as of January 15, 2003.  Under the
terms of the agreement, the chief executive officer is to receive
$125,000 in cash and make himself available for service to the
Company for ten days from February 1, 2003 to March 31, 2003.  After
the tenth day of service during this period, the chief executive
officer is entitled to receive $2,000 per day.  Commencing April 1,
2003, the chief executive officer will receive a salary $2,000 per
week and will receive $2,000 per day if he works more than one day
in any given week.  Under the terms of the agreement, the Company
will pay for the continued coverage of the chief executive officer
and each of his dependents in the medical, dental, vision and
hospitalization programs until December 31, 2003.

6.  COMMITMENTS AND CONTINGENCIES

OptiMark and certain of its subsidiaries are subject to the
legal proceedings described in the Company's Annual Report on Form
10-K for the year ended December 31, 2002, as filed with the
Securities and Exchange Commission on May 9, 2003.

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, Inc. and/or OptiMark Holdings, Inc. 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.  Pursuant to motions filed by the
Plaintiff, Innovations and Vie were added as defendants in the case.
On February 14, 2002, Plaintiff made a motion to add Innovations as
a defendant in the case.

On June 20, 2003, the Company signed definitive documentation
detailing a settlement which was reached with Finova.  The terms of
this settlement provide that the Company will pay Finova the
combined sum of $1,000,000 in the following manner:  a) $200,000
within thirty (30) days of the execution of the written settlement
agreement; b) $400,000 in January 2004; and c) $400,000 in June
2004.  The Company will provide Finova with a consent judgment for
the outstanding balance of $6,035,249.25 due on the lease agreements
in dispute - to be used only in the event of a default under the
terms of the settlement agreement.  In consideration of the
foregoing, Finova, upon receipt of the first payment of $200,000,
will provide all defendants to the litigation (namely, Optimark U.S.
Equities, Inc., Optimark, Inc., Optimark Holdings, Inc., Optimark
Innovations, Inc. (pleaded as OTSH, Inc.) and Vie Financial Group
(pleaded as Ashton Technology Group, Inc.) a release for all claims
arising out of the lease transaction between the parties as well as
those additional claims asserted, or those that could have been
asserted, by Finova against all defendants in the pending
litigation.  Additionally, Finova also shall cause a Stipulation of
Dismissal, with prejudice, to be filed in the pending action.  The
first payment of $200,000 was made within the time constraints in
the settlement agreement.

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
U.S. Equities, Inc. is liable to Avnet for any such payments.
Defendant has responded to the complaint and cross-claim by denying
its material allegations and asserting special defenses.  In
December of 2002, Avnet, Inc. amended its cross claim to include a
claim for subrogation relating to a payment made on OptiMark U.S.
Equities, Inc.'s behalf on a guaranty to Finova and now also seeks
to collect additional sums against Defendant in an unspecified
amount. Prior to the scheduled trial date of June 25, 2003, all
parties reached a tentative settlement, subject to
documentation.  Under the terms of the settlement, Optimark U.S.
Equities, Inc. will pay Comdisco $200,000 and Avnet $220,000, within
thirty (30) days of the execution of the written settlement
agreement. In consideration of the foregoing, Comdisco and Avnet
will release Optimark U.S. Equities, Inc. from all claims arising
out of the lease transaction between the parties as well as those
additional claims asserted, or those that could have been asserted,
by Comdisco and Avnet against OptiMark U.S. Equities, Inc. in the
pending litigation. Comdisco and Avnet will also dismiss the action,
including crossclaims, with prejudice. Nothing contained in the
settlement agreement shall be construed as an admission of
wrongdoing by any party or as an admission of any liability of any
kind.

The Company entered into a ten (10) year lease (the "Lease")
with Montgomery Associates, L.P. ("Montgomery") on June 26, 1998,
with respect to a data center at 30 Montgomery Street, Jersey City,
New Jersey (the "Premises").  In December 2002, the Company
defaulted on the Lease when it failed to pay its monthly rent.
Montgomery commenced an action against the Company in the Superior
Court of New Jersey to collect the outstanding rent due under the
Lease.

On January 6, 2003, the Company and Montgomery entered into a
Stipulation of Settlement to resolve this litigation.  Pursuant to
the terms of the Stipulation of Settlement, the Company agreed to
cure its default under the Lease by paying Montgomery the sum of
$15,000.00 by January 10, 2003 and the sum of  $5,549.68 by January
31, 2003 (collectively, the "Back Rent").  The Company also agreed
to continue to make future rental payments to Montgomery as they
became due.  The Stipulation of Settlement further provided that in
the event the Company failed to timely remit the Back Rent,
Montgomery could declare the Stipulation of Settlement void and
immediately obtain an entry of Judgment for Possession and a Warrant
for Removal.

The Company did not pay Montgomery the Back Rent as required by
the Stipulation of Settlement.  Accordingly, Montgomery obtained a
Judgment for Possession and Warrant for Removal for the Premises,
which denied the Company access to the Premises.  The Company does
not have any present need for this space.  There is, however,
certain computer equipment located at the Premises.  The Company is
presently negotiating with Montgomery to recover this equipment.

Although it has obtained a Judgment for Possession for the
Premises, Montgomery may also seek monetary damages with respect to
the Company's alleged breach of the Lease.  However, as of the date
hereof, Montgomery has not commenced an action against the Company
to obtain such monetary damages.

7.  SUBSEQUENT EVENTS

On July 22, 2003, the Company extended the maturity date of a
$45,000 loan to its Chief Executive Officer to August 31, 2003.

On July 23, 2003, the Company entered into a sixth loan
agreement with certain of its shareholders.  Under this sixth loan
agreement, the Company borrowed $940,000 for a period of 180 days at
an interest rate of 10% per annum compounded every ninety days. The
sixth loan agreement 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 eighty-nine shares of the Non-
Qualified Preferred Stock of Innovations and the reduction of the
Company's First Call Right by twenty shares subject to adjustment as
provided in the sixth loan agreement with accrued interest payable
in cash at maturity.  The value of the securities to be given in
consideration at the time of repayment for the loan will exceed the
value of the loan by $400,880, which was recorded as a beneficial
conversion feature.  This amount is being charged as interest
expense ratably over the life of the loan.

On August 7, 2003, documents finalizing the settlement reached
between Optimark U.S. Equities, Inc. and Comdisco and Avnet were
signed. On August 12, 2003, Optimark U.S. Equities, Inc. paid
Comdisco and Avnet $200,000 and $220,000, respectively, under the
terms of the settlement agreement, satisfying all of its obligations
under the terms of the agreement.


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

Discontinued and Suspended Operations

On September 19, 2000, the Company discontinued its US Equities
Business.  The Company 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 presentation.  The discussion of
results of operations in this section relates only to the Company's
Exchange Solutions Services Business.  The Company expects the
process of disposing of the net liabilities of the discontinued
business to be completed by December 31, 2003 as a result of the
continuing settlement negotiations with certain companies from which
the Company had previously leased equipment.  This disposition
includes negotiated payments to be made after December 31, 2003.

In January 2002, the Company effectively suspended development,
sales and marketing efforts related to its Exchange Solutions
Services Business.  As of that date, OptiMark became a company whose
primary purpose is to hold the securities of Innovations and to
consummate financing and strategic transactions with other parties.
OptiMark continues to engage in discussions with third parties in an
effort to secure funding for the Exchange Solutions Services
Business; however, there can be no assurances that any such
transactions will be consummated.  OptiMark's VWAP assets utilized
in the Vie transaction were part of a general effort to determine
ways to utilize OptiMark's technology for trading venues to be owned
and operated by OptiMark.  OptiMark has suspended development of
additional trading venues.  At such time that either a third party
provides funding or OptiMark can realize a gain in the value of its
holdings in Innovations, OptiMark will determine whether to further
develop these additional platforms.  However, there are no
assurances that these transactions will be consummated or that any
further development will occur.

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'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 by the end of September 2003, 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.
The financial statements do not include any adjustments relating to
the recoverability and classification of recorded asset amounts, or
the amounts and classification of liabilities that might be
necessary, should the Company be unable to 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 June 30, 2003,
the Company's accumulated deficit was approximately $376,385,000.

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 the Company discontinued the US Equities Business, this
reserve was recorded to reflect the contingent liability to those
companies from which the Company 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 JUNE 30, 2003 COMPARED TO THE THREE MONTHS ENDED
JUNE 30, 2002

Revenue.  Total revenue for the three months ended June 30,
2003 was $0 as compared to approximately $515,000 for the three
months ended June 30, 2002.  The amount in 2002 was derived from the
recognition of revenue previously deferred.

Operating Expense.  Operating expenses for the three months
ended June 30, 2003 totaled approximately $331,000 as compared to
approximately $568,000 for the three months ended June 30, 2002.
The following is a discussion of the decrease as it relates to each
of the components:

Sales and Marketing.  Sales and marketing expense for the three
months ended June 30, 2003 totaled $0 as compared to approximately
$82,000 for the three months ended June 30, 2002.  The decrease of
$82,000 was due to the reduction of resources expended on sales and
marketing activities, pursuant to the suspension of the Exchange
Solutions Services Business and the Company's transition to holding
company status.

Research and Development.  Research and development expense
totaled $0 for the three months ended June 30, 2003 compared to
approximately $243,000 for the three months ended June 30, 2002.
The decrease of $243,000 was due to the reduction of resources
expended on research and development activities, pursuant to the
suspension of the Exchange Solutions Services Business and the
Company's transition to holding company status.

General and Administrative Expense.  General and administrative
expense totaled approximately $325,000 for the three months ended
June 30, 2003 as compared to approximately $224,000 for the three
months ended June 30, 2002.  The increase of $101,000 was primarily
due to a reclassification of salary expense for the quarter ended
June 30, 2002 offset by decreases in 2003 primarily due to a general
reduction in expenses pursuant to the Company's transition to
holding company status.  The significant reductions occurred in
personnel related expenses, communications expenses, corporate
insurance expense and professional fees.

Depreciation and Amortization Expense.  Depreciation and
amortization expense totaled approximately $6,000 for the three
months ended June 30, 2003 as compared to approximately $19,000 for
the three months ended June 30, 2002.  The decrease of $13,000 was
primarily due to the write off of assets deemed permanently impaired
during the latter part of 2002.

Other Income and Expense.  Other income and expense includes
interest income on cash and cash equivalents, interest expense on
loans, gain on disposal of assets and equity in loss of an investee.
Other expense, net, was approximately $109,000 for the three months
ended June 30, 2003 as compared to other expense, net of
approximately $1,111,000 for the three months ended June 30, 2002.
The decrease of $1,002,000 is due to a decrease in the loss in
equity of an investee and a decrease on interest incurred on the
shareholder loans because of lower loan balances and a decrease in
the beneficial conversion feature of the loans.

SIX MONTHS ENDED JUNE 30, 2003 COMPARED TO THE SIX MONTHS ENDED JUNE
30, 2002

Revenue.  Total revenue for the six months ended June 30, 2003
was $0 as compared to approximately $515,000 for the six months
ended June 30, 2002.  The amount in 2002 was derived from the
recognition of revenue previously deferred.

Operating Expense.  Operating expenses for the six months ended
June 30, 2003 totaled approximately $845,000 as compared to
approximately $4,193,000 for the six months ended June 30, 2002.
The following is a discussion of the decrease as it relates to each
of the components:

Sales and Marketing.  Sales and marketing expense for the six
months ended June 30, 2003 totaled $0 as compared to approximately
$395,000 for the six months ended June 30, 2002.  The decrease of
$395,000 was due to the reduction of resources expended on sales and
marketing activities, pursuant to the suspension of the Exchange
Solutions Services Business and the Company's transition to holding
company status.

Research and Development.  Research and development expense
totaled $0 for the six months ended June 30, 2003 compared to
approximately $1,706,000 for the six months ended June 30, 2002.
The decrease of $1,706,000 was due to the reduction of resources
expended on research and development activities, pursuant to the
suspension of the Exchange Solutions Services Business and the
Company's transition to holding company status.

General and Administrative Expense.  General and administrative
expense totaled approximately $834,000 for the six months ended June
30, 2003 as compared to approximately $1,682,000 for the six months
ended June 30, 2002.  The decrease of $848,000 was primarily due to
a general reduction in expenses pursuant to the Company's transition
to holding company status.  The significant reductions occurred in
personnel related expenses, communications expense, corporate
insurance expense and professional fees.

Depreciation and Amortization Expense.  Depreciation and
amortization expense totaled approximately $11,000 for the six
months ended June 30, 2003 as compared to approximately $410,000 for
the six months ended June 30, 2002.  The decrease of $399,000 was
primarily due to the write off of assets deemed permanently impaired
during the latter part of 2002.

Other Income and Expense.  Other income and expense includes
interest income on cash and cash equivalents, interest expense on
loans, gain on disposal of assets and equity in loss of an investee.
Other expense, net, was approximately $218,000 for the six months
ended June 30, 2003 as compared to other expense, net of
approximately $778,000 for the six months ended June 30, 2002.  The
decrease of $560,000 was due to a decrease in the loss in equity of
an investee and a decrease on interest incurred on the shareholder
loans because of lower loan balances and a decrease in the
beneficial conversion feature of the loans.  These decreases were
offset by a decrease in the gain on the disposal of assets.

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2003, OptiMark's principal sources of liquidity
consisted of approximately $1,000 of cash and cash equivalents as
compared to approximately $738,000 of cash and cash equivalents as
of June 30, 2002.

Net cash used in continuing operating activities for the six
months ended June 30, 2003 was approximately $1,007,000 and net cash
used in operating activities for the six months ended June 30, 2002
was approximately $4,292,000.  The change in net operating cash
flows was attributable to net losses in both periods, partially
reduced by non-cash charges such as depreciation and amortization,
non-cash interest expense, equity in loss of unconsolidated
subsidiary and gain on disposal of assets.  The fluctuation between
periods was also affected by net changes in working capital.

Net cash provided by investing activities was approximately
$8,000 for the six months ended June 30, 2003 and net cash provided
by investing activities was approximately $375,000 for the six
months ended June 30, 2002.  The cash provided by investing
activities in 2003 and 2002 primarily consisted of the proceeds
received from the sale of assets, chiefly computer equipment.

Net cash provided by financing activities for the six months
ended June 30, 2003 was approximately $922,000 and net cash provided
by financing activities for the six months ended June 30, 2002 was
approximately $3,527,000.  In 2003, cash was provided from a
shareholder loan.  In 2002, cash was provided from the sale of
Series E Cumulative Preferred Stock ("Series E Preferred") and
shareholder loans.

The results indicated for continuing operations in the
Condensed Consolidated Statements of Cash Flows for the six months
ended June 30, 2003 are not necessarily indicative of the spending
rates for the continuing operations.

ITEM 3.  CONTROLS AND PROCEDURES

Within 90 days prior to the date of the filing of this report,
our principal financial and accounting officer reviewed and evaluated
the effectiveness of the design and operations of our disclosure
controls and procedures, with the participation of our management.
Based on his evaluation, he concluded that our disclosure controls
and procedures are effective and sufficient to ensure that  the
Company records, processes, summarizes and timely reports information
required to be disclosed by the Company under the Securities Exchange
Act of 1934.

There have not been any significant changes in our internal
controls or in other factors that could significantly affect these
controls, including any corrective actions with regard to
significant deficiencies and material weaknesses subsequent to the
date of our most recent evaluation of our internal controls.
Internal controls and procedures are designed with the objective of
providing reasonable assurance that (1) our transactions are
properly authorized; (2) our assets are safeguarded against
unauthorized or improper use; and (3) our transactions are properly
recorded and reported, all to permit the preparation of our
financial statements in conformity with generally accepted
accounting principles.


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 Annual Report on Form
10-K for the year ended December 31, 2002, as filed with the
Securities and Exchange Commission on May 9, 2003.

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, Inc. and/or OptiMark Holdings, Inc. 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.  Pursuant to motions filed by the
Plaintiff, Innovations and Vie were added as defendants in the case.
On February 14, 2002, Plaintiff made a motion to add Innovations as
a defendant in the case.

On June 20, 2003, the Company signed definitive documentation
detailing a settlement reached with Finova.  The terms of this
settlement provide that the Company will pay Finova the combined sum
of $1,000,000 in the following manner:  a) $200,000 within thirty
(30) days of the execution of the written settlement agreement; b)
$400,000 in January 2004; and c) $400,000 in June 2004.  The Company
will provide Finova with a consent judgment for the outstanding
balance of $6,035,249.25 due on the lease agreements in dispute - to
be used only in the event of a default under the terms of the
settlement agreement.    In consideration of the foregoing, Finova,
upon receipt of the first payment of $200,000, will provide all
defendants to the litigation (namely, Optimark U.S. Equities, Inc.,
Optimark, Inc., Optimark Holdings, Inc., Optimark Innovations, Inc.
(pleaded as OTSH, Inc.) and Vie Financial Group (pleaded as Ashton
Technology Group, Inc.)) a release for all claims arising out of the
lease transaction between the parties as well as those additional
claims asserted, or those that could have been asserted, by Finova
against all defendants in the pending litigation.  Additionally,
Finova also shall cause a Stipulation of Dismissal, with prejudice,
to be filed in the pending action.  The first payment of $200,000
was made within the time constraints in the settlement agreement.

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
U.S. Equities, Inc. is liable to Avnet for any such payments.
Defendant has responded to the complaint and cross-claim by denying
its material allegations and asserting special defenses.  In
December of 2002, Avnet, Inc. amended its cross claim to include a
claim for subrogation relating to a payment made on OptiMark U.S.
Equities, Inc.'s behalf on a guaranty to Finova and now also seeks
to collect additional sums against Defendant in an unspecified
amount. Prior to the scheduled trial date of June 25, 2003, all
parties reached a tentative settlement, subject to
documentation.  Under the terms of the settlement, Optimark U.S.
Equities, Inc. will pay Comdisco $200,000 and Avnet $220,000, within
thirty (30) days of the execution of the written settlement
agreement. In consideration of the foregoing, Comdisco and Avnet
will release Optimark U.S. Equities, Inc. from all claims arising
out of the lease transaction between the parties as well as those
additional claims asserted, or those that could have been asserted,
by Comdisco and Avnet against OptiMark U.S. Equities, Inc. in the
pending litigation. Comdisco and Avnet will also dismiss the action,
including crossclaims, with prejudice.   Nothing contained in the
settlement agreement shall be construed as an admission of
wrongdoing by any party or as an admission of any liability of any
kind.

The Company entered into a ten (10) year lease (the "Lease")
with Montgomery Associates, L.P. ("Montgomery") on June 26, 1998,
with respect to a data center at 30 Montgomery Street, Jersey City,
New Jersey (the "Premises").  In December 2002, the Company
defaulted on the Lease when it failed to pay its monthly rent.
Montgomery commenced an action against the Company in the Superior
Court of New Jersey to collect the outstanding rent due under the
Lease.

On January 6, 2003, the Company and Montgomery entered into a
Stipulation of Settlement to resolve this litigation.  Pursuant to
the terms of the Stipulation of Settlement, the Company agreed to
cure its default under the Lease by paying Montgomery the sum of
$15,000.00 by January 10, 2003 and the sum of  $5,549.68 by January
31, 2003 (collectively, the "Back Rent").  The Company also agreed
to continue to make future rental payments to Montgomery as they
became due.  The Stipulation of Settlement further provided that in
the event the Company failed to timely remit the Back Rent,
Montgomery could declare the Stipulation of Settlement void and
immediately obtain an entry of Judgment for Possession and a Warrant
for Removal.

The Company did not pay Montgomery the Back Rent as required by
the Stipulation of Settlement.  Accordingly, Montgomery obtained a
Judgment for Possession and Warrant for Removal for the Premises,
which denied the Company access to the Premises.  The Company does
not have any present need for this space.  There is, however,
certain computer equipment located at the Premises.  The Company is
presently negotiating with Montgomery to recover this equipment.

Although it has obtained a Judgment for Possession for the
Premises, Montgomery may also seek monetary damages with respect to
the Company's alleged breach of the Lease.  However, as of the date
hereof, Montgomery has not commenced an action against the Company
to obtain such monetary damages.

ITEM 6.	EXHIBITS AND REPORTS ON FORM 8-K

A.	Exhibits
	None.

B.	Reports on Form 8-K
	None.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.


					OPTIMARK HOLDINGS, INC.

August 13, 2003

					By:_/s/_____________________________
					   Name: Robert J. Warshaw
					   Title: Chief Executive Officer
					          and Principal Financial
					          and Accounting Officer



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

I, Robert J. Warshaw, certify that:

1.	I have reviewed this quarterly report on Form 10-QSB
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 the
Securities Exchange Act of 1934 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

6.	I have indicated in this quarterly report
whether or not 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:	August 13, 2003
						OPTIMARK HOLDINGS, INC.

						By:/s/__________________________
						   Name: Robert J. Warshaw
						   Title: Chief Executive Officer
                                              and Principal Financial
                                              and Accounting Officer