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 MARCH 31, 2003

000-30527
(Commission file number)

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

DELAWARE
(State or Other Jurisdiction of Incorporation or
Organization)

22-3730995
(I.R.S. Employer Identification No.)

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

10036
(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 April 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 March 31, 2003
	(Unaudited) and December 31, 2002

	Consolidated Statements of Operations and
	Comprehensive Loss for the Three Months Ended
	March 31, 2003 and March 31, 2002 (Unaudited)

	Consolidated Statements of Cash Flows for the
	Three Months Ended March 31, 2003 and March 31,
	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, 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.

<TABLE>
<CAPTION>
OPTIMARK HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
					March 31, 2003
					(Unaudited)	December 31, 2002
					--------------	-----------------
<S>					<C>		<C>
ASSETS

CURRENT ASSETS:
  Cash and cash equivalents............	$      164,591	   $      135,668
  Accounts receivable..................	        94,313 	           95,808
  Other current assets.................	       471,687 	           67,090
					--------------	   --------------
      Total current assets.............	       730,591 	          298,566

PROPERTY AND EQUIPMENT - NET...........	        16,871 	           22,692

OTHER ASSETS...........................	       134,090 	          284,033
					--------------	   --------------

TOTAL ASSETS...........................	$      881,552 	   $      605,291
					==============	   ==============


LIABILITIES AND STOCKHOLDERS' DEFICIENCY

LIABILITIES:
  CURRENT LIABILITIES:
    Accounts payable and
    accrued liabilities................	$      914,519	   $      711,429
    Accrued compensation...............	        69,764 	          229,024
    Loan payable.......................	     1,627,658 	          682,003
    Net liabilities of discontinued
    operations (Note 4)................	    13,441,932 	       13,460,791
    Other current liabilities..........	       105,992 	          104,851
					--------------	   --------------
          Total current liabilities....	    16,159,865 	       15,188,098
					--------------	   --------------
COMMITMENTS AND CONTINGENCIES

MANDATORILY REDEEMABLE STOCK
  Series E preferred stock, convertible,
    $0.01 par value; 1,000,000 shares
    authorized; 983,335 issued and
    outstanding at March 31, 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 March 31, 2003 and December 31,
    2002 respectively..................	             - 	                -
  Series G preferred stock, $0.01 par
    value; 300,000 shares authorized,
    issued and outstanding at March 31,
    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 March 31,
    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
    March 31, 2003 and December 31,
    2002...............................	        9,257 	            9,257
  Series B preferred stock, convertible,
    $0.01 par value; 11,000,000 shares
    authorized; 7,070,000 and 8,570,000
    shares issued and outstanding at
    March 31, 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 March 31, 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 March 31, 2003 and December 31,
    2002...............................	        2,500 	            2,500
  Common stock, $0.01 par value;
    150,000,000 shares authorized;
    33,354,913 and 33,369,913 shares
    issued and outstanding at March 31,
    2003 and December 31, 2002,
    respectively, of which 3,242,644
    are held as treasury stock at
    March 31, 2003 and December 31,
    2002, respectively.................	      365,975 	          366,126
  Warrants, common stock...............	   35,686,523 	       35,686,523
  Additional paid-in capital...........	  310,175,449 	      310,074,976
  Accumulated deficit..................	 (375,869,638)	     (375,247,045)
  Accumulated other comprehensive loss.	     (242,005)	          (83,770)
  Treasury stock.......................	           (1)	               (1)
					-------------	   --------------
       TOTAL STOCKHOLDERS' DEFICIENCY..	  (29,718,740)	      (29,023,234)

TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIENCY...............	$     881,552 	   $      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 ENDED MARCH 31,

							     2003		     2002
							  Unaudited		  Unaudited
							------------		------------
<S>							<C>				<C>
EXPENSES:
  Sales and marketing..........................		           -		     313,848
  Research and development.....................		           -		   1,462,859
  General and administrative...................		     508,551 		   1,124,042
  Depreciation and amortization................		       5,821 		     390,833
							------------		------------
      Total operating expenses.................		     514,372 		   3,291,582

OTHER (INCOME) EXPENSE:
  Interest income..............................		        (984)		      (4,139)
  Interest expense.............................		     109,205 		       4,397
							------------		------------
      Total other expense......................		     108,221 		         258
							------------		------------

LOSS FROM CONTINUING OPERATIONS................		    (622,593)		  (3,291,840)

DISCONTINUED OPERATIONS:
  Loss on disposal of discontinued operations..		           -   		     (69,827)
							------------		------------
  Loss from discontinued operations............		           -   		     (69,827)
							------------		------------

Loss before minority interest..................		    (622,593)		  (3,361,667)

Minority interest in loss of subsidiary........		           -   		     102,638

NET LOSS.......................................		    (622,593)		  (3,259,029)

OTHER COMPREHENSIVE INCOME (LOSS):
  Foreign currency translation adjustments.....		    (158,235)		         212
							------------		------------

COMPREHENSIVE LOSS.............................		$   (780,828)		$ (3,258,817)
							============		============

LOSS PER SHARE - BASIC AND DILUTED:
  Continuing operations........................		$      (0.02)		$      (0.09)
							------------		------------
  Discontinued operations......................		$          -   		$          -
							------------		------------
  Total loss per share.........................		$      (0.02)		$      (0.09)
							------------		------------
  Weighted average number of common
  shares outstanding - basic and diluted.......		  33,366,413 		  36,369,913
							============		============
</TABLE>
See notes to consolidated financial statements


<TABLE>
<CAPTION>
OPTIMARK HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31

							   2003			     2002
							(Unaudited)		 (Unaudited)
							-----------		------------
<S>							<C>			<C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss....................................		$ (622,593)		$ (3,259,029)
   Deduct loss from discontinued operations....		         - 		     (69,827)
							----------		------------
   Loss from continuing operations.............		  (622,593)		  (3,189,202)
   Adjustments to reconcile net loss from
   continuing operations to net cash used
   in continuing operations:
       Depreciation and amortization...........		     5,821 		     390,833
       Noncash interest expense................		   108,977 		           -
       Minority interest in income of
       subsidiary..............................		         - 		    (102,638)
       Gain on sale of assets..................		    (7,500)		    (333,924)
   Changes in operating assets and liabilities:
       Receivables.............................		     1,495 		     774,180
       Other assets............................		  (254,654)		     409,853
       Accounts payable and accrued
       liabilities.............................		  (114,405)		    (417,487)
       Other liabilities.......................		     1,141 		    (135,957)
							----------		------------
   Net cash used in continuing operations......		  (881,718)		  (2,604,342)
							----------		------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchases of property and equipment.........		         - 		     (12,000)
   Proceeds from disposal of assets............		     7,500 		     380,980
							----------		------------
       Net cash provided by
       investing activities....................		     7,500 		     368,980
							----------		------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Net proceeds from issuance of preferred
   stock.......................................		         - 		     806,572
   Proceeds from shareholder loan..............		   940,000 		     500,000
   Payments for issuance costs.................		   (18,000)		           -
							----------		------------
       Net cash provided by
       financing activities....................		   922,000 		   1,306,572
							----------		------------

NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS...............................		$   47,782 		    (928,790)

NET CASH USED IN DISCONTINUED OPERATIONS.......		   (18,859)		    (482,821)

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

CASH AND CASH EQUIVALENTS, END OF THE PERIOD...		$  164,591 		$    212,406
							==========		============

Supplemental disclosure of cash flow
information:
   Cash payments for interest - continuing
   operations..................................		$      228 		$      4,397

Non-cash transaction
   Purchase of software license................		$        -		$  3,000,000

</TABLE>
See notes to consolidated financial statements


OPTIMARK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 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 owns 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 7% 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 unadited, 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.  Accodingly, 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 tha 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 March 31, 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 March 31, 2003 is as follows:


<TABLE>
<CAPTION>
							 Paid or	Additional
				Balance at		 Charged	 Accruals		  Balance
				 December		 Against	 and Other		 March, 31
				 31, 2002		Liability	Adjustments		    2003
				----------		---------	-----------		-----------
<S>				<C>			<C>		<C>			<C>
Net Liabilities
of Discontinued
Operations........	(13,460,791)	18,859	     -		(13,441,932)
</TABLE>

4.  FINANCING ACTIVITIES

	On February 4, 2002, Ashton 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 Ashton common stock in exchange
for $7,272,727 in cash and intellectual property and other non-
cash assets of Innovations valued by Ashton 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.  Ashton or Innovations 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 Ashton
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 Ashton in exchange for the Note.  The Note
will mature in five years, may, at the option of Innovations, be
convertible into shares of Ashton 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 Ashton Common Stock.  The Note is secured
by a pledge and security agreement pursuant to which Innovations
has received a blanket lien on Ashton's assets, including,
without limitation, the pledge of the equity interests of Ashton
and Universal Trading Technologies Corporation, a Delaware
corporation and majority-owned subsidiary of Ashton ("UTTC"), in
each of ATG Trading LLC, wholly-owned subsidiary of Ashton,
Electronic Market Center, Inc., a majority-owned subsidiary of
Ashton, Ashton Technology Canada, Inc., a majority-owned
subsidiary of Ashton , 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 Ashton Common Stock
calculated as of May 3, 2002.  Diluted shares include the
outstanding shares of the Ashton Common Stock and (i) shares of
any series of capital stock of Ashton or its subsidiaries that
vote together with the Ashton Common Stock, (ii) any outstanding
options issued to employees and third parties, and (iii) shares
of the Ashton 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 Ashton's fully-diluted shares of the Ashton
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 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.

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.

	SETTLEMENT REACHED-AWAITING SETTLEMENT DOCUMENTS FROM
PLAINTIFF 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 March 19, 2003, subject to execution of definitive
documentation, we reached a settlement with Finova.  The terms
of this settlement provide that we 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.  We will provide Finova with a consent judgment for the
outstanding balance due on the lease agreements in dispute - to
be used only in the event of a default under the terms of the
settlement agreement.  The exact amount of the consent judgment
shall be agreed to by the parties based upon the amount due and
owing under the subject leases.  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. (plead as OTSH, Inc.) and Vie
Financial Group (plead 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.
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 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's behalf on a guaranty to Finova and now also
seeks to collect additional sums against Defendant in an
unspecified amount.  Defendant intends to defend this action
vigorously.  In the event a settlement is not reached, the case
is scheduled for a jury trial commencing the week of June 25,
2003.  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.

	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 April 10, 2003 the Company extended the maturity date of
a $45,000 loan to its Chief Executive Officer to May 31, 2003.


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 we 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
May 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 March
31, 2003, the Company's accumulated deficit was approximately
$375,870,000.

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 MARCH 31, 2003 COMPARED TO THE THREE MONTHS
ENDED MARCH 31, 2002

	Operating Expenses.  Operating expenses for the three
months ended March 31, 2003 totaled approximately $514,000 as
compared to approximately $3,292,000 for the three months ended
March 31, 2002.  The following is a discussion of the changes as
it relates to each of the components:

	Sales and Marketing.  Sales and marketing expense for the
three months ended March 31, 2003 totaled $0 as compared to
approximately $314,000 for the three months ended March 31,
2002.  The decrease of $314,000 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 March 31, 2003 compared to
approximately $1,463,000 for the three months ended March 31,
2002.  The decrease of $1,463,000 to 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.  General and administrative
expense totaled approximately $509,000 for the three months
ended March 31, 2003 as compared to approximately $1,124,000 for
the three months ended March 31, 2002.  The decrease of $615,000
is 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,
corporate insurance expense and professional fees.

	Depreciation and Amortization.  Depreciation and
amortization expense totaled approximately $6,000 for the three
months ended March 31, 2003 as compared to approximately
$391,000 for the three months ended March 31, 2002.  The
decrease of $385,000 is 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 and
interest expense on loans.  Other expense, net, was
approximately $108,000 for the three months ended March 31, 2003
as compared to other expense, net of approximately $300 for the
three months ended March 31, 2002.  The increase of $107,700 is
due to interest incurred on the shareholder loans and the
beneficial conversion feature of the loans.

LIQUIDITY AND CAPITAL RESOURCES

	As of March 31, 2003, OptiMark's principal sources of
liquidity consisted of approximately $165,000 of cash and cash
equivalents as compared to approximately $212,000 of cash and
cash equivalents as of March 31, 2002.

	Net cash used in continuing operating activities for the
three months ended March 31, 2003 was approximately $882,000 and
net cash used in operating activities for the three months ended
March 31, 2002 was approximately $2,604,000.  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,
minority interest in income of 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 three months ended March 31, 2003 and net cash
provided by investing activities was approximately $369,000 for
the three months ended March 31, 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 three
months ended March 31, 2002 was approximately $922,000 and net
cash provided by financing activities for the three months ended
March 31, 2002 was approximately $1,307,000.  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 a shareholder loan.

	The results indicated for continuing operations in the
Condensed Consolidated Statements of Cash Flows for the three
months ended March 31, 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 we record, process, summarize and timely report
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.

	SETTLEMENT REACHED-AWAITING SETTLEMENT DOCUMENTS FROM
PLAINTIFF 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 March 19, 2003, subject to execution of definitive
documentation, we reached a settlement with Finova.  The terms
of this settlement provide that we 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.  We will provide Finova with a consent judgment for the
outstanding balance due on the lease agreements in dispute - to
be used only in the event of a default under the terms of the
settlement agreement.  The exact amount of the consent judgment
shall be agreed to by the parties based upon the amount due and
owing under the subject leases.  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. (plead as OTSH, Inc.) and Vie
Financial Group (plead 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.
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 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's behalf on a guaranty to Finova and now also
seeks to collect additional sums against Defendant in an
unspecified amount.  Defendant intends to defend this action
vigorously.  In the event a settlement is not reached, the case
is scheduled for a jury trial commencing the week of June 25,
2003.  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.

	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

	Form 8-K, filed February 12, 2003, responding to Items
5 and 7.  The Report related to the loan executed between the
Company and certain of its shareholders and a revised employment
agreement executed between the Company and its Chief Executive
Officer.

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.

May 15, 2003



	/s/  Robert J. Warshaw
By:_____________________________
   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:	May 15, 2003

							/s/ Robert J. Warshaw
						_______________________________
						Robert J. Warshaw
						Chief Executive Officer,
						Director and Principal Financial
						and Accounting Officer