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

                                    FORM 10-K

  /x/ Annual report pursuant to section 13 or 15(d) of the Securities Exchange
                                   Act of 1934

                   For the fiscal year ended December 31, 2001
                                       or

    / / Transition report pursuant to section 13 or 15(d) of the Securities
                              Exchange Act of 1934

         For the transition period from              to
                                        ------------    -------------

                        Commission File Number 000-30527


                             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.)

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


                                 (201) 536-7000
              (Registrant's telephone number, including area code)


           Securities Registered Pursuant to Section 12(b) of the Act:

                                      None

           Securities Registered Pursuant to Section 12(g) of the Act:

                     Common Stock, Par Value $.01 Per Share

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.
Yes /X/  No / /

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best  registrant's  knowledge,  in definitive  proxy or  information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /


<PAGE>



     No sales of the  common  equity of the  Registrant  have  been  consummated
within  sixty days of this  filing  and the  Registrant's  common  equity is not
publicly traded on an exchange for purposes of establishing  bid and ask prices.
Therefore,  the Registrant is unable to state the aggregate  market value of the
voting and non-voting common equity held by non-affiliates of the Registrant.

     As of March 21,  2002,  there were  33,369,913  shares of the  Registrant's
Common Stock outstanding.

                       Documents Incorporated by Reference

     The  information  called for by Part III is  incorporated  by  reference to
specified  portions of the Registrant's  definitive Proxy Statement to be issued
in conjunction with the Registrant's 2002 Annual Meeting of Stockholders,  which
will be filed not later than 120 days after the  Registrant's  fiscal year ended
December 31, 2001.

                                  Items Omitted

     The following items were omitted  pursuant to regulation  240.12b-25:  Part
II, Items 6, 7, 7A, and 8.



<PAGE>



                             OPTIMARK HOLDINGS, INC.
                                    FORM 10-K
                                DECEMBER 31, 2001

                                TABLE OF CONTENTS


                                                                        Page No.
                                     PART I
Item 1.    Business                                                     3
Item 2.    Properties                                                   11
Item 3.    Legal Proceedings                                            12
Item 4.    Submission of Matters to a Vote of Security Holders          13

                               PART II
Item 5.    Market for Registrant's Common Equity and Related
           Stockholder Matters                                          14

Item 9.    Changes in and Disagreements with Accountants on
           Accounting and Financial Disclosure                          15


                              PART III
Item 10.   Directors and Executive Officers of the Registrant           16
Item 11.   Executive Compensation                                       17

Item 12.   Security Ownership of Certain Beneficial Owners and
           Management                                                   17

Item 13.   Certain Relationships and Related Transactions               17

                               PART IV
Item 14.   Exhibits, Financial Statement Schedules and Reports
           on Form 8-K                                                  18


Signatures                                                              24



<PAGE>


FORWARD LOOKING STATEMENTS

          This Annual  Report on Form 10-K includes  forward-looking  statements
within the meaning of Section 21E of the  Securities  Exchange  Act of 1934,  as
amended.  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 II, Item 7 - "  Management's  Discussion and Analysis of Financial
Condition and Results of  Operations."  Forward-looking  statements also include
statements  in  which  words  such  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
under the heading,  "Management's Discussion and Analysis of Financial Condition
and  Results  of  Operations"  and  elsewhere  in this Form  10-K.  Such  risks,
uncertainties  and  assumptions  include,  but are not limited to, those factors
described in Part II, Item 7, "Management's Discussion and Analysis of Financial
Condition and Results of Operations,"  under the  sub-heading  "Factors that may
affect future  results." The factors  described in that section are incorporated
herein by reference.

          Our future results and stockholder  values may differ  materially from
those expressed in 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 disclaim any intention or obligation
to update  forward-looking  statements  after the filing of this Annual  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.



                                       2
<PAGE>


                                     PART I

ITEM 1.  BUSINESS

          OptiMark  Holdings,  Inc.  ("Holdings")  was  established as a holding
company  on June 12,  2000 as the  result  of a  reorganization  of the  company
formerly known as OptiMark Technologies,  Inc. OptiMark  Technologies,  Inc. was
the successor to the company  founded in 1996 to begin  development  of software
for  use  in an  electronic  system  for  trading  stocks  and  other  financial
instruments, goods and services.

          Holdings  has  two  wholly-owned  subsidiaries:   (1)  OptiMark,  Inc.
("OptiMark") and (2) OptiMark US Equities,  Inc.  ("Equities").  On December 28,
2001,  OptiMark formed a 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 OptiMark  currently holds
67% of the  voting  interests  in  Innovations  as more fully  described  below.
OptiMark also has an approximately 15% voting interest in Japan OptiMark Systems
("JOS"), a Japanese corporation.

          In this report,  Holdings,  OptiMark,  Equities,  and  Innovations are
referred to collectively as the "Company," "our," and/or "we."

HOLDINGS

          Holdings'  principal  business is to hold the  securities  of OptiMark
and, through OptiMark,  Innovations. Until September 19, 2000, Holdings operated
in two segments,  the Exchange  Solutions  Services Business and the US Equities
Business.  The Exchange  Solutions  Services  business  operated by OptiMark was
formerly referred to as the Electronic  Markets Business and developed  software
and  provided  design,  development  and  maintenance  services for building and
operating  electronic  markets and  exchanges.  On or about  January  30,  2002,
OptiMark effectively suspended development, sales, and marketing efforts related
to its Exchange Solutions Services Business.

          The  second  segment,  the  US  Equities  Business,  was  operated  by
Equities.  Prior to  September  19,  2000,  the US Equities  Business  owned and
operated  exchanges or exchange  facilities which used the OptiMark software and
services. This business was discontinued on September 19, 2000 due to high fixed
costs  and lack of  revenue  resulting  from the  failure  of these  proprietary
exchange facilities to attract users or liquidity.

          As a result  of the  suspension  of the  Exchange  Solutions  Services
Business and the  discontinuation of the US Equities Business,  the future value
of Holdings' common stock will depend  principally on the value of the potential
investment that Innovations has agreed to make in The Ashton  Technology  Group,
Inc. ("Ashton") and/or on other transactions that the Company can consummate.

          There  are  a  number  of  conditions   described   below,   including
Innovations  receiving a $10 million  investment  from a third party,  that must
occur  or  be  waived  before  Innovations'   transaction  with  Ashton  can  be
consummated.  Holdings  cannot be sure that the  transaction  with  Ashton  will
close.  A number of the  conditions  require  actions by, or the  resolution  of
issues with, third parties over which  Innovations has no control.  In addition,
Innovations  cannot be sure that its continuing  due diligence  review of Ashton
will be  satisfactory  or that  Innovations  will be able to  obtain  sufficient
financing or capital contributions.

          While  the  Company  pursues  a  transaction  with  Ashton,   OptiMark
continues  to  solicit  interest  from  or  opportunities   with  third  parties
concerning possible investments and/or strategic alliances.  However, no binding
or  definitive  arrangements  have been reached with any third parties and there
can be no assurances that any such transactions will be consummated.

          In the event that the  transaction  with Ashton does not close  and/or
the Company cannot consummate other transactions, Holdings would not have access
to  sufficient  financial  capital  to  permit  continued  business  operations.
Accordingly,   Holdings  would  face  the  imminent  and  likely  potential  for
bankruptcy or liquidation. If Holdings is forced to declare bankruptcy or pursue
liquidation, the value of


                                       3
<PAGE>


Holdings'  assets  would not be  sufficient  to pay its  creditors  in full and,
accordingly, Holdings' common and preferred stock would have no value.

INNOVATIONS

Formation of Innovations

          Innovations  was  incorporated  in  Delaware  on  December  28,  2001.
Innovations  has authorized  capital stock of 1,000 shares of common stock,  par
value $.01 per share  (the  "Innovations  Common  Stock"),  and 2,000  shares of
preferred stock, par value $.01 per share (the "Innovations  Preferred  Stock").
The Innovations Preferred Stock 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 Innovations Preferred Stock is
equal to $10,000  per share  plus the  aggregate  amount of  accrued  and unpaid
dividends or distributions. The Innovations 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. The Innovations Preferred Stock is non-voting.

Investment Structure

          OptiMark  received 200 shares of Innovations  Common Stock in exchange
for a cash payment of $500,000 and 2,000 shares of Innovations  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 Innovations 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  a
$10,000,000 investment for a one-third interest in Innovations. SOFTBANK Capital
Partners  LP,  SOFTBANK  Capital  LP  and  SOFTBANK  Capital  Advisors  Fund  LP
(collectively,  "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 completion of the  transaction,  Innovations'  aggregate  assets
consisted of the Assets and $750,000 in cash.

              Put and Call Rights of SOFTBANK and Holdings
              --------------------------------------------

          SOFTBANK and Holdings agreed to certain put and call rights applicable
to the SOFTBANK Shares as follows:

              First Call Right of Holdings on SOFTBANK Shares
              -----------------------------------------------

          The Independent  Committee (the "Independent  Committee") of Holdings'
Board of Directors  (the "Board") has the right  commencing  October 1, 2002 and
exercisable  until  September  30, 2003, to recommend to the Board that Holdings
purchase all, but not less than all, of the SOFTBANK Shares for $125,000 in cash
and  16,667  shares of Series E  Preferred  Stock of  Holdings.  If the Board of
Directors accepts such  recommendation,  SOFTBANK would be obligated to sell the
SOFTBANK shares for that consideration.

              Liquidity Event Discretionary Call of Holdings on SOFTBANK Shares
              -----------------------------------------------------------------

          Upon the occurrence of a Liquidity  Event (defined below) on or before
September  30,  2003,  the  SOFTBANK  Shares will be  purchased  by Holdings for
$125,000 in cash and 16,667  shares of Series E Preferred  Stock of Holdings.  A
"Liquidity Event" means any of the following:  (i) Innovations' sale, conveyance
or  other  disposition  of all or  substantially  all of its  assets;  (ii)  the
acquisition of Innovations by another entity by means of merger or consolidation
resulting in the exchange of the outstanding shares of


                                       4
<PAGE>


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 recommends
that Holdings not purchase the SOFTBANK Shares.

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

                  First Put Right to Holdings of SOFTBANK Shares
                  ----------------------------------------------

          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.

                  Second Put Right to Holdings of SOFTBANK Shares
                  -----------------------------------------------

          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.

Business of Innovations

          The principal  business of Innovations is to (a) consummate a purchase
of a  controlling  interest in Ashton  through the  purchase of Ashton's  common
stock and (b) hold Ashton's common stock for the benefit of the  shareholders of
Holdings and Innovations.  Holdings  believes that the future value of its stock
will  depend  principally  on  the  value  of  Ashton's  common  stock  held  by
Innovations and its ability to consummate  financing and strategic  transactions
with other parties.

          On February 4, 2002,  Innovations  entered into a securities  purchase
agreement with Ashton. Upon closing and subject to the satisfaction or waiver of
certain closing conditions, Ashton has agreed to sell and Innovations has agreed
to purchase up to  633,443,600  shares of Ashton  common  stock for the purchase
price of  approximately  $7.3 million in cash and the Assets.  The Ashton common
stock that would be purchased by  Innovations  would  represent  80% of Ashton's
fully-diluted equity.

          In  addition,  subject to the closing of the sale of  Ashton's  common
stock to Innovations pursuant to the securities purchase agreement,  Innovations
has agreed to lend  approximately  $2.7  million to Ashton to be  evidenced by a
senior secured  convertible note. The five-year senior secured  convertible note
would be convertible at any time into shares of Ashton common stock at a rate of
$0.0492782 per share, subject to


                                       5
<PAGE>


adjustment prior to the closing and to customary anti-dilution adjustments after
the  closing,  and  would  accrue  interest  at a rate of 7.5%  per  annum.  The
principal amount of the senior secured note would be initially  convertible into
55,344,360 shares of Ashton's common stock.

          If and when the purchase of Ashton's common stock closes,  Innovations
will own 80% of the then  fully-diluted  outstanding  shares of Ashton's  common
stock.  Assuming conversion of the senior secured convertible note that would be
issued  to  Innovations,   Innovations   would  own  an  additional  7%  of  the
fully-diluted outstanding equity.

          As the owner of at least 80% of Ashton's  then  fully-diluted  equity,
Innovations would be Ashton's majority stockholder, and would be able to control
the  election of  directors,  appointment  of senior  management,  and any other
matters submitted to the stockholders for a vote. By exercising such control, it
is intended that Ashton's wholly-owned  broker-dealer  subsidiary,  ATG Trading,
LLC ("ATG") will offer a new service for trading United States equity securities
at the volume weighted average price ("VWAP"). This service is referred to below
as the "New VWAP Service."

          The New VWAP Service will be a service for sell-side  brokerage firms,
enabling them to  cost-effectively  guarantee VWAP orders for their clients.  To
provide these guaranteed VWAP orders,  ATG will become a principal  trading firm
using  electronic  trading  algorithms  that  over  the  past  five  years  have
demonstrated the viability of this approach by achieving  returns  approximating
the VWAP.

          Based on  preliminary  discussions  with a number  of major  brokerage
firms,  it is believed that such firms would pay a mutually  acceptable rate per
share for a guaranteed  VWAP  execution in large cap stocks.  This would benefit
these firms in that the New VWAP  Service  would tend to  minimize  the risk and
administrative  burdens associated with the firms guaranteeing the VWAP directly
to their customers.

          In the event of the closing of the  purchase  and sale of common stock
and other transactions contemplated by the securities purchase agreement, Ashton
will  continue  to  operate  its  primary  business,  which is  providing  (a) a
business/technology  approach for filling, as an agency broker,  customer equity
orders at the VWAP and (b) a  business/technology  approach for crossing  equity
orders within the  Philadelphia  Stock Exchange  (PHLX) VWAP crossing  facility,
known as the eVWAP(R) System.

          Upon the closing of the sale of common  stock,  Ashton will  receive a
cash infusion of  approximately  $7.3 million and a loan of  approximately  $2.7
million to be used as working  capital,  minus  certain  expenses  of Ashton and
Innovations incurred in connection with the transaction.

         The  intellectual  property and non-cash  assets to be  transferred  to
Ashton by Innovations as partial consideration to purchase Ashton's common stock
are:

          -         U.S. provisional patent application (No. 60/323,940 entitled
                    "Volume  Weighted  Average Price System and Method" filed on
                    September  1,  2001)  that  relates  to  VWAP  trading.  The
                    provisional patent application  relates to processing orders
                    for trading equity  securities at the VWAP and  guaranteeing
                    the price and quantity of trades to users who submit orders.
                    The patent application will not provide any exclusive rights
                    to Ashton until such time as it issues into a patent.  There
                    can be no assurance that the patent  application  will issue
                    into a patent.

          -         Trade secrets and know how relating to VWAP trading.

          -         An assignment to Ashton of a license for  technology for use
                    in a system for VWAP trading (the "VWAP License").

          -         An  assignment  to  Ashton  of  all  rights,   duties,   and
                    obligations  under  a  bilateral   nondisclosure   agreement
                    between the licensor of the technology  described  above and
                    Innovations.


                                       6
<PAGE>


          -         Software developed to implement  critical  components of the
                    VWAP trading  system,  including  certain tools for testing,
                    de-bugging and building source code.

          The intellectual  property and non-cash assets  described above,  with
the  exception  of the VWAP  License,  constitute  the Assets  transferred  from
OptiMark to Innovations on December 31, 2001.

          The intellectual property and non-cash assets to be provided to Ashton
under  the  securities  purchase  agreement  relate  to the  services  that  are
currently  provided or under  development  by Ashton and,  together with the New
VWAP Service, have the potential to:

          -         Provide increased VWAP liquidity in a cost-efficient  manner
                    to  the  agency  broker  VWAP  operation  of  Ashton,  which
                    currently depends on non-affiliated VWAP dealers who require
                    Ashton to pay for their VWAP liquidity.

          -         Provide a dealer  operation for  delivering  VWAP  liquidity
                    that  diversifies the current broker  operation and exchange
                    facility operation. In particular,  the assets may assist in
                    expanding  Ashton's  customer  base  to  the  broker  market
                    segment  since the  agency  VWAP  operation  focuses  on the
                    buy-side  market segment and the exchange  eVWAP(R)operation
                    focuses  on the  market  segment  interested  in  low  cost,
                    anonymous,  crossing  of  equity  orders at the VWAP but not
                    necessarily filling those orders.

          -         Provide  a  technology   and  system   software  to  perform
                    proprietary  dealer  trading  within a profit  center.  This
                    would help enable  Ashton to expand,  with  current  designs
                    under development,  into more diverse VWAP-related  products
                    and  services  driven by  customer  feedback  from the three
                    diverse business operations that Ashton will then be able to
                    prosecute; namely:

                    -    filling,  as  a  proprietary  dealer,  customer  equity
                         orders at the VWAP;
                    -    filling, as an agency broker, customer equity orders at
                         the VWAP;
                    -    crossing   equity   orders  within  the  PHLX  eVWAP(R)
                         facility.

          While Innovations expects Ashton to benefit from the cash and non-cash
assets  transferred,  Innovations  cannot  predict  the  extent  to which  those
benefits will occur. Specifically, there can be no assurance that:

          -         the   performance   characteristics   of  the  software  and
                    technology  that is the  subject  of the VWAP  License  will
                    scale to the increased  level of operations  anticipated  in
                    the New VWAP Service;

          -         the   intellectual   property   can   achieve   the  desired
                    operational benchmarks; or

          -         integration  of  the  existing   Ashton   technologies   and
                    VWAP-related  business models with the acquired technologies
                    and associated business models will be feasible or possible.

          There  are no  assurances  that the  closing  of the sale of  Ashton's
common stock to Innovations  will occur.  The closing is contingent  upon, among
other things:

          -         Approval by Ashton's  stockholders to increase the number of
                    shares of Ashton's  authorized common stock from 100 million
                    to 1 billion shares;

          -         Modification,   on  terms  and   conditions   acceptable  to
                    Innovations, of certain agreements by and between Ashton and
                    its creditors and partners;


                                       7
<PAGE>


          -         The  resignation of Ashton's  current CEO and certain of its
                    board members and the  appointment  of a number of directors
                    by Innovations to Ashton's Board of Directors  proportionate
                    to its common stock  ownership by Innovations at the time of
                    closing;

          -         Execution of employment  agreements with certain of Ashton's
                    key employees;

          -         Settlement of the arbitrator's award against Ashton dated as
                    of January 14, 2002 in the amount of $510,750 related to the
                    employment  agreement with the former  president of Ashton's
                    subsidiary, Electronic Market Center, Inc.;

          -         Resolution on terms acceptable to Innovations of all matters
                    associated  with  an  offer  to  minority   stockholders  of
                    Ashton's   subsidiary,    Universal   Trading   Technologies
                    Corporation  ("UTTC"),  to exchange  certain  shares of UTTC
                    common stock for shares of Ashton's common stock;

          -         Innovations'  satisfaction  with  the  results  of  its  due
                    diligence review of Ashton; and

          -         No material adverse effect having occurred to Ashton between
                    the signing of the  securities  purchase  agreement  and the
                    closing of the sale of common stock to Innovations.

          In  addition,  closing of the sale of common stock to  Innovations  is
contingent upon Innovations:

          -         receiving  financing or capital  contributions  from a third
                    party in the amount of $10 million  necessary to (a) pay the
                    approximately  $7.3  million  cash  portion of the  purchase
                    price  for  Ashton's   common  stock  and  (b)  provide  the
                    principal  amount  of  approximately  $2.7  million  for the
                    senior secured convertible note; and

          -         presenting to Ashton  definitive  documentation  executed in
                    connection with such venture capital  investor's  investment
                    of  $10  million  in  cash  for  a  one-third   interest  in
                    Innovations.

          Innovations currently is negotiating the terms and conditions of a $10
million  financing  or capital  contribution  with a potential  venture  capital
investor. Under the non-binding terms and conditions currently contemplated, and
subject  to  the  negotiation  and  entering  into  definitive   agreements  and
satisfaction or waiver of closing conditions to be included therein, the venture
capital investor would  contribute $10 million in cash for a one-third  interest
in Innovations.

          If we are successful in obtaining the $10 million financing or capital
contribution for the Ashton  transaction,  our ownership  percent of Innovations
would be reduced to less than 50%. As a result,  we would not be able to include
Innovations as a consolidated  subsidiary,  but would rather have to account for
our investment using the equity method of accounting.

          There  can  be no  assurances  that  the  $10  million  investment  in
Innovations will occur on acceptable terms or at all.

          Ashton

          Prior to closing of the  transaction  with  Ashton,  the  business  of
Ashton is not part of the business of Holdings.  However,  because the future of
Holdings is heavily  dependent on this  transaction,  a brief description of the
current  business  of  Ashton is  provided.  As  stated  above,  there can be no
assurances that the transaction with Ashton will occur.


                                       9
<PAGE>


          The following  description of Ashton's  business has been adapted from
the information  contained in Ashton's  Definitive  Proxy Statement on Form 14A,
filed with the SEC on March 19,  2002.  Innovations  has  conducted  limited due
diligence  with  respect to  Ashton's  business.  Based  solely on that  limited
review,  Innovations  has no reason to believe that Ashton's  description of its
business is incorrect in any material  respect.  As noted above,  the closing of
the  transactions  as  contemplated  by the  securities  purchase  agreement  is
contingent upon, among other things,  Innovations' satisfaction with the results
of its due diligence review of Ashton. The following description is not intended
to amend,  modify or  supplement  Ashton's  disclosure  regarding  its  business
contained in its public filings.

          Ashton is an e-commerce company that develops and operates  electronic
trading and intelligent  matching  systems for the global  financial  securities
industry.  Ashton provides equity trading  services to exchanges,  institutional
investors and  broker-dealers  in the U.S. and  internationally.  Ashton enables
these market  participants to trade in an electronic global trading  environment
that provides  large order size,  absolute  anonymity,  no market impact and low
transaction  fees. The services  offered by Ashton compete with services offered
by  brokerage  firms and with  providers of  electronic  trading and trade order
management  systems.  Ashton's  eVWAP(R)  Trading  System,  or eVWAP System also
competes with various national and regional  securities  exchanges and execution
facilities  such  as  alternative   trading  systems,  or  ATSs  and  electronic
communication  networks,  or ECNs. During August 1999, Ashton launched the eVWAP
System for 20 selected New York Stock Exchange ("NYSE")-listed securities. eVWAP
is a fully automated  system that permits market  participants to trade eligible
securities  before the market opens at the VWAP for the day.  Ashton's  eVWAP is
the  average  price for a stock,  weighted by the volume of shares of that stock
traded  during  the day on all U.S.  securities  exchanges  as  reported  to the
Consolidated Tape. Ashton operates the pre-opening eVWAP System as a facility of
the Philadelphia Stock Exchange, Inc. through Ashton's UTTC subsidiary.

OPTIMARK

          On  or  about  January  30,  2002,  OptiMark   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.

          Prior  to  and  since  January  30,  2002,  OptiMark  has  engaged  in
discussions with number of potential investors and strategic partners concerning
possible  investments  and/or  alliances  relative  to  the  Exchange  Solutions
Services  Business.  To date, none of these discussions has resulted in any such
investment or alliance.  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.

Clients of OptiMark

          As of December 31, 2001,  OptiMark had definitive  agreements with two
clients  --  Asset  International,  Inc.  and  The  Nasdaq  Stock  Market,  Inc.
("Nasdaq").  Under an agreement dated November 3, 2000 with Asset International,
OptiMark  has not  received  any  revenues.  For  approximately  the past twelve
months,  OptiMark has not performed,  nor has Asset International requested that
any services be performed under the agreement.  The Nasdaq contract,  as amended
on April 27, 2001,  expired on December 31, 2001.  OptiMark does not  anticipate
receiving any additional revenues from either Asset International or Nasdaq.

Competition

          As holding  companies,  Holdings,  OptiMark,  and Innovations  face no
clearly  defined  competition;  however,  in the  event  that  the  transactions
contemplated by the securities  purchase  agreement with Ashton close, the value
of Innovations'  investment in Ashton will, in part, be contingent upon Ashton's
competing effectively in its industry and marketplace.


                                       9
<PAGE>


          The  following  description  relating  to the  competitive  aspects of
Ashton's  business has been adapted from the  information  contained in Ashton's
Annual Report on Form 10-K, filed with the SEC on July 16, 2001. Innovations has
conducted limited due diligence with respect to Ashton's business.  Based solely
on that  limited  review,  Innovations  has no reason to believe  that  Ashton's
description  of the  competitive  aspects of its  business is  incorrect  in any
material   respect.   As  noted  above,  the  closing  of  the  transactions  as
contemplated  by the securities  purchase  agreement is contingent  upon,  among
other things,  Innovations'  satisfaction  with the results of its due diligence
review of Ashton. The following  description is not intended to amend, modify or
supplement Ashton's  disclosure  regarding  competition  contained in its public
filings.

          The SEC's  regulations  governing  alternative  trading  systems  have
lowered the  barriers to  entering  the  securities  trading  markets.  Ashton's
products and services,  including the New VWAP  Service,  will face  competition
from traditional  securities  exchanges,  which could establish  similar trading
systems in an attempt to retain their transaction volumes. Ashton's products and
services will also face competition from other  alternative  trading systems and
leading brokerage firms offering similar trade execution services. Many of these
competitors have substantially greater financial, research,  development, sales,
marketing and other resources than Ashton will have, if and when the transaction
with Innovations  closes, and many of the products of Ashton's  competitors have
substantial operating histories.

          While Innovations  believes that the Ashton products and services will
offer certain competitive  advantages,  the ability to maintain these advantages
will require continued investment in the development of products, and additional
marketing and customer  support  activities.  Innovations  and/or Ashton may not
have sufficient resources to continue to make this investment, while competitors
may continue to devote significantly more resources to competing services.

          Ashton's  products  and services  will  compete with other  electronic
trading systems,  including Instinet Corporation's crossing network,  Investment
Technology Group Inc.'s POSIT system,  Bloomberg,  L.P.'s Bloomberg Professional
and Bloomberg Tradebook, Liquidnet, and other companies that develop proprietary
electronic  trading  systems.  Ashton's  products and services will also compete
with services offered by leading  brokerage firms offering various forms of VWAP
trade execution.  Ashton's  products and services will also compete with various
national,   regional  and  foreign  securities  exchanges  for  trade  execution
services.

          Innovations  believes that Ashton's products and services will compete
favorably on the basis of quality of trade execution,  pricing,  and reliability
of trade processing and settlement  operations.  While Innovations believes that
Ashton's  products  and  services  will offer  benefits not offered by any other
service,  there can be no assurance that Ashton's  products and services will be
accepted by an extended customer base. Nor can Innovations be sure that Ashton's
products and services will adequately address all of the competitive criteria in
a manner that results in a competitive advantage.

Intellectual property and proprietary rights

          As of December 31, 2001, the Company owned or controlled  seven issued
United States patents and twelve pending United States patent  applications.  As
of that date, the Company also owned or controlled sixteen issued  international
patents and forty five pending  international patent  applications.  The Company
plans to file one  additional  patent  application  domestically  and,  may file
related  patent  applications  internationally.  The  Company  has  discontinued
prosecution of patent  applications  and maintenance of patents that were deemed
to be strategically unimportant, either because of geography or subject matter.

          The  Company  seeks to  protect  its  trade  secrets,  service  marks,
trademarks,  and  copyrights  through  a  combination  of laws  and  contractual
restrictions,  such as  confidentiality  and  license  agreements.  The  Company
attempts to register our  trademarks  and service marks in the United States and
internationally.  The  Company  has  registered  a  corporate  logo and the mark
"OPTIMARK,"  among others, in the United States and  internationally  in several
countries.  However,  effective  trademark,  service  mark,  trade  secret,  and
copyright protection may not be available in all countries. The Company also has
discontinued


                                       10
<PAGE>


prosecution of trademark  applications  and  maintenance of trademarks that were
deemed to be strategically  unimportant,  either because of geography or subject
matter.

Employees

          As of December 31, 2001, the Company had eighty full-time and one part
time employee, forty one of whom were engaged in technology development,  twenty
four in quality assurance and support,  five in sales and marketing,  and eleven
in executive, finance, administration and personnel.

          In connection with OptiMark  suspending its  development,  sales,  and
marketing  efforts  related to the building and operation of electronic  markets
and exchanges, on January 30, 2002 and periodically thereafter,  the Company has
undertaken  to reduce its  workforce.  As of February 15, 2001,  the Company had
thirty  seven  full-time  and two part  time  employees,  nineteen  of whom were
engaged in  technology  development,  eleven in quality  assurance  and support,
three in sales and marketing, and six in executive, finance,  administration and
personnel.

          The  foregoing  numbers of employees do not include four  employees on
leaves of absence  from the Company.  The Company has never had a work  stoppage
and our employees are not represented by any collective bargaining unit.

          The Company  plans to continue  to retain  personnel  to carry out its
duties and obligations as a holding company,  including its  administration  and
financial reporting obligations.

Financial information about industry segments

          Please refer to the financial  statements  for  financial  information
about our industry segments.

Discontinued operations

          Until  September  19, 2000,  Holdings  operated in two  segments,  the
Exchange  Solutions  Services Business and the US Equities  Business.  The first
segment,  the Exchange Solutions Services Business,  was formerly referred to as
the  Electronic  Markets  Business.  On or  about  January  30,  2002,  OptiMark
effectively suspended  development,  sales, and marketing efforts related to its
Exchange  Solutions  Services  Business,  which developed  software and provided
design,   development  and  maintenance  services  for  building  and  operating
electronic markets and exchanges.  The second segment, the US Equities Business,
was  operated  by  Equities.  Holdings  discontinued  the  operations  of the US
Equities  Business on September  19, 2000.  As of that date all criteria for the
measurement  date per APB 30,  "Reporting the Results of Operations -- Reporting
the Effects of Disposal of a Segment of a Business,  and Extraordinary,  Unusual
and Infrequently  Occurring Events and Transactions",  had been met. The Company
expects the process of  disposing  of the net  liabilities  of the  discontinued
business  to be  completed  by December  31, 2002 as a result of the  continuing
settlement  negotiations  with certain  companies  from which we had  previously
leased  equipment.  Disposition  includes  negotiated  payments to be made after
December 31, 2002.

ITEM 2.   PROPERTIES

          The Company's  headquarters are located in Jersey City, New Jersey. We
sublease  approximately  32,000  square  feet under a sublease  that  expires in
February  2014 and  approximately  3,300  square feet with a  remaining  term to
September 30, 2008. The foregoing space consists of standard  commercial  office
premises  in  a  metropolitan  area.  The  Company  believes  that  our  present
facilities exceed our current needs and is attempting to reduce our office space
commitments.


                                       12
<PAGE>



ITEM 3.   LEGAL PROCEEDINGS

          Holdings  and/or its  subsidiaries  are subject to the following legal
proceedings:

     1.   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,   tortious  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 2011,
          most,  if not  all,  of the  equipment  that  was the  subject  of the
          equipment lease was returned  consensually  to Plaintiff.  The parties
          currently  are engaged in  exchanging  responses to written  discovery
          requests.  On  February  14,  2002,  Plaintiff  made a  motion  to add
          Innovations  as a  defendant  in the case.  In the  motion,  Plaintiff
          alleges  that  the  transfer  of  certain   assets  from  OptiMark  to
          Innovations on December 31, 2001  constituted a fraudulent  conveyance
          of such assets.  The Defendants and Innovations  intend to defend this
          action  and the motion  vigorously.  The  outcome  of this  litigation
          cannot be  predicted  at this  time,  although  it may have a material
          affect on the Company's financial condition and results of operations.

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


                                       12
<PAGE>


          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  believes  that each of the foregoing  pending  actions or
threatened  proceedings is derived from the  discontinuation  of the business of
Equities in September 2000 and each seeks monetary damages for an alleged breach
of a payment obligation. If the Company is ultimately found to be liable for any
loss  or  impairment  resulting  from  any of  these  suits,  any  such  loss or
impairment  will  have a  material  adverse  impact on the  Company's  financial
position, results of operations and cash flows.

          The Company  currently is in  discussions  with the  plaintiffs in the
Comdisco  and  Finova  litigations  concerning  a possible  settlement  of their
respective  claims  in these  actions.  There  can be no  assurances  that  such
settlements will be consummated on terms acceptable to the Company or at all.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          A special  meeting  of the  stockholders  of the  Company  was held on
November 13,  2001.  The  stockholders  voted on whether to approve the OptiMark
Holdings,  Inc.  2001 Series F  Preferred  Stock Plan.  The  stockholders  voted
45,022,603  shares in favor of the proposal  and  1,019,723  shares  against the
proposal.  The number of votes that  abstained  from voting on the  proposal was
225,188.


                                       13
<PAGE>



                                     PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

          There is no established public trading market for the shares of common
stock and we do not currently  intend to seek  inclusion of the shares of common
stock in any established  public trading market. As of December 31, 2001, we had
33,369,913  outstanding  shares of common  stock,  including  740,000  shares of
non-voting common stock, owned by approximately 1,100 holders.

          There are  56,572,645  outstanding  shares  of  common  stock on an as
converted basis that can be sold currently  pursuant to Rule 144. As of December
31, 2001, we have

          -    issued  options to purchase an aggregate  of 5,759,939  shares of
               common stock and 5,593,398  shares of Series F Preferred Stock to
               our directors, officers and current and former employees,
          -    issued warrants to purchase an aggregate of 12,710,900  shares of
               common stock to investors,  consultants  and strategic  partners,
               and
          -    granted   registration   rights  to  holders   of   approximately
               40,113,000 of common stock, on an as converted basis.

          Since our  inception,  we have not  declared  any  dividends  or other
distributions  on our shares of common stock.  We do not  anticipate  paying any
other cash  dividends  in the  foreseeable  future and  anticipate  that  future
earnings would be retained to finance operations.

          On June 29, 2001, Holdings  and certain  stockholders  entered  into a
Preferred Stock Purchase  Agreement whereby the stockholders  agreed to purchase
up to an aggregate  of 1,000,000  shares of the Series E Preferred at a price of
$15.00 per share. The purchase of shares took place at  approximately  one-month
intervals from June 2001 through January 2002.

          In monthly  closings  during the three months ended December 31, 2001,
investors  purchased 269,467  additional shares of the Series E Preferred for an
aggregate amount $4,012,005.

          The Series E Preferred Stock is entitled to certain  preferences  over
existing  classes of the Company's  stock in the event of  liquidation,  sale of
assets or merger  involving the Company  equal to twice its purchase  price plus
80% of proceeds  above that amount up to $200  million,  plus 76.56% of proceeds
above $200 million up to and including  $304.5  million,  plus 56% of amounts in
excess of $304.5  million.  The Series E Preferred Stock will vote together with
the  Company's  common  stock and have 32 votes per share.  Calculated  based on
shares  outstanding  as of  December  31,  2001,  the Series E  Preferred  Stock
represents  34.6 % of the votes of the  outstanding  common  stock  (and  shares
entitled  to vote  with  the  common  stock)  and,  in the  aggregate,  if fully
subscribed  to,  could  represent  up to 36.4% of the  votes of the  outstanding
common stock (and shares entitled to vote with the common stock). Holders of the
Series E Preferred Stock are entitled to preemptive and registration rights.

          In  connection  with  the  settlement  of  litigation  of  the  action
captioned  "Transamerica  Business  Credit  Corporation,  Wells Fargo  Equipment
Finance,  Inc., Diamond Lease (U.S.A.),  Inc. and Linc Capital, Inc. v. OptiMark
US Equities, Inc. f/k/a OptiMark Technologies, Inc., OptiMark, Inc. and OptiMark
Holdings, Inc.", Holdings authorized and issued 300,000 shares of a new Series G
Preferred Stock of OptiMark  Holdings,  Inc. to the plaintiffs that ranks junior
to the existing Series E Preferred Stock and Series F Preferred Stock but senior
to all other classes or series of capital stock with respect to liquidation.  In
particular,  the Series G Preferred  Stock is entitled to receive an amount,  in
the event of a in the event of liquidation,  sale of assets or merger  involving
the  Company,  equal to 4.30% of the  total  amount  distributed  in  excess  of
$200,000,000 up to and including $304,500,000.


                                       14
<PAGE>


          The  issuance  of the  Series  E  Preferred  Stock  and the  Series  G
Preferred Stock was solely to accredited  investors and exempt from registration
pursuant to Rule 506 of Regulation D of the Securities Act of 1933, as amended.

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE

Not applicable.


                                       15
<PAGE>


                                    PART III

          The  information  called  for by  this  Part  III is  incorporated  by
reference to specified  portions of the Registrant's  definitive Proxy Statement
to be issued  in  conjunction  with the  Registrant's  2002  Annual  Meeting  of
Stockholders,  which is  expected  to be filed not later than 120 days after the
Registrant's fiscal year ended December 31, 2001.


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

          Except for the  information  concerning  executive  officers  provided
below, the information  regarding  directors and officers required by Item 10 is
incorporated by reference from the Company's  definitive proxy statement for its
annual stockholders' meeting to be held on June 13, 2002.

          The  executive  officers  serve  at the  discretion  of the  Board  of
Directors.  The following  table sets forth certain  information  concerning the
executive officers of the Company as of March 1, 2002 (none of whom has a family
relationship with another executive officer).

Name                       Age      Position
----                       ---      --------
Robert J. Warshaw          48       Chief Executive Officer and Director

Neil G. Cohen              35       Executive Vice President, General Counsel,
                                    and Corporate Secretary

James S. Pak               33       Executive Vice President

Trevor B. Price            33       Executive Vice President



          Selected  biographical  information with respect to executive officers
is set forth hereafter.

          Robert J. Warshaw (48), Chief Executive  Officer since March 14, 2001.
Mr. Warshaw also serves as Chief Executive Officer of OptiMark, Inc. Mr. Warshaw
previously served as Co-Chief  Executive  Officer,  Executive Vice President and
Chief Technology Officer of OptiMark, Inc. From November 1999 through June 2000,
Mr. Warshaw served as Executive Vice President and Chief  Technology  Officer of
OptiMark  Technologies,  Inc. From October 1993 to October 1999, Mr. Warshaw was
Chief  Information  Officer  at  Lazard  Freres  &  Co.  LLC,  an  international
investment  banking firm. Mr. Warshaw received his bachelor's  degree in English
from  the  University  of   Pennsylvania   and  a  Masters  in  Management  from
Northwestern University's Kellogg School of Management.

          Neil G. Cohen (35), General Counsel and Corporate  Secretary since May
18, 2001. Prior to joining OptiMark, Mr. Cohen was associated with the law firms
of  Cummings & Lockwood  from  1997-1999,  Rogers & Wells  from  1994-1997,  and
Cushman  Darby & Cushman from  1992-1994.  While at these law firms Mr.  Cohen's
practice  concentrated  on  intellectual  property  litigation,  licensing,  and
procurement.  Mr. Cohen received his law degree from Hofstra  University and his
undergraduate degree in electrical engineering, with a concentration in computer
science, from The George Washington University.

          James S. Pak (32),  Executive Vice  President of OptiMark,  Inc. since
December 1, 2001.  From  September  2001 through  November  2001,  Mr. Pak was a
consultant  to  OptiMark.  Between  March 2001 and August  2001,  Mr. Pak was an
independent  consultant.  From October 1998 through  March 2001,  Mr. Pak was an
investment  banker at  Lazard  Freres & Co.  LLC,  an  international  investment
banking firm,  focused on mergers and acquisitions.  Prior to working at Lazard,
Mr. Pak worked from August 1992 through  October 1998 for Merrill Lynch & Co. in
various groups including investment banking and debt capital markets in New York
and London. Mr. Pak has an undergraduate degree from New York University.


                                       16
<PAGE>



          Trevor B. Price (33), Executive Vice President of OptiMark, Inc. since
April 16, 2001.  Prior to joining  OptiMark,  Mr.  Price was,  from January 2000
through  April  2001,   Chairman,   CEO  and  founder  of   SavvyJack,   Inc.  a
business-to-business e-commerce application services provider. During the period
from January 2000 through May 2000,  while  founding  SavvyJack,  Mr. Price also
consulted  with  Continuous  Software  Corporation  where  he led  the  business
transition process for the acquisition of Pagoda Corporation,  a company that he
founded and built. From June 1998 through January 2000, Mr. Price was co-founder
Co-CEO and  director  of Pagoda  Corporation  with  primary  responsibility  for
product marketing and development. Pagoda successfully developed and deployed an
enterprise  knowledge  management solution to Fortune 500 companies.  From March
1992 through June 1998,  Mr. Price served in different  management  positions at
Software Services International,  Inc, a global services capital firm. Mr. Price
has an undergraduate degree from the University of Pennsylvania.

ITEM 11.  EXECUTIVE COMPENSATION

          The information  required by Item 11 is incorporated by reference from
the Company's definitive proxy statement for its annual stockholders' meeting to
be held on June 13, 2002.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

          The information  required by Item 12 is incorporated by reference from
the Company's definitive proxy statement for its annual stockholders' meeting to
be held on June 13, 2002.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

          The information  required by Item 13 is incorporated by reference from
the Company's definitive proxy statement for its annual stockholders' meeting to
be held on June 13, 2002.


                                       17
<PAGE>


                                     PART IV


ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)       The following documents are filed as part of this report:

          1.     FINANCIAL STATEMENTS

          To be filed by amendment.

          2.     REPORTS ON FORM 8-K

          The Company  filed a Current  Report on Form 8-K on December 26, 2001,
          reporting  the  settlement of litigation  with  Transamerica  Business
          Credit Corporation and others under Item 5.


          3.     EXHIBITS

          The exhibits listed on the accompanying index to exhibits  immediately
following are filed as part of, or  incorporated  by reference  into,  this Form
10-K  and are  numbered  in  accordance  with the  Exhibit  Table of Item 601 of
regulation S-K:

EXHIBIT NO.                            DESCRIPTION
-----------                            -----------

2.1          Agreement and Plan of Merger dated June 12, 2000  (incorporated  by
             reference to Exhibit 2.1 to Registrant's  Registration Statement on
             Form 10/A-1 (No. 000-30527)).

2.2          Subscription  Agreement  dated  December 31, 2001 between  SOFTBANK
             Capital Partners LP, SOFTBANK Capital LP, SOFTBANK Capital Advisors
             Fund  LP  and  OptiMark   Innovations   Inc.  (f/k/a  OTSH,   Inc.)
             (incorporated  by reference to Exhibit 2.1 to Registrant's  Current
             Report on Form 8-K dated  December  31, 2001  (Commission  File No.
             000-30527)).

2.3          Subscription  Agreement  dated December 31, 2001 between  OptiMark,
             Inc. and OptiMark Innovations Inc. (f/k/a OTSH, Inc.) (incorporated
             by reference to Exhibit 2.2 to Registrant's  Current Report on Form
             8-K dated December 31, 2001 (Commission File No. 000-30527)).

2.4          Investors'  Rights  Agreement  dated December 31, 2001 by and among
             OptiMark  Innovations Inc. (f/k/a OTSH, Inc.),  OptiMark  Holdings,
             Inc.,  OptiMark,  Inc.,  SOFTBANK  Capital  Partners  LP,  SOFTBANK
             Capital LP and SOFTBANK  Capital  Advisors Fund LP (incorporated by
             reference to Exhibit 2.3 to Registrant's Current Report on Form 8-K
             dated December 31, 2001 (Commission File No. 000-30527)).

2.5          Novation to Series E Preferred Stock Purchase Agreement dated as of
             June 29,  2001 (as  amended on August  16,  2001 and  November  16,
             2001),  dated  December 31, 2001, by and among  OptiMark  Holdings,
             Inc.,  SOFTBANK  Capital  Partners  LP,  SOFTBANK  Capital  LP  and
             SOFTBANK  Capital  Advisors Fund LP  (incorporated  by reference to
             Exhibit  2.4 to  Registrant's  Current  Report  on Form  8-K  dated
             December 31, 2001 (Commission File No. 000-30527)).

2.6          Securities Purchase Agreement, dated as of February 4, 2002, by and
             between The Ashton Technology Group, Inc. and OptiMark  Innovations
             Inc. (f/k/a OTSH, Inc.).


                                       18
<PAGE>


             (incorporated  by reference to Exhibit 2.1 to Registrant's  Current
             Report on Form 8-K dated  February  4,  2002  (Commission  File No.
             000-30527)).

2.7          Amendment to Securities  Purchase Agreement dated as of February 4,
             2002,  dated March 6, 2002,  by and  between The Ashton  Technology
             Group, Inc. and OptiMark Innovations Inc. (f/k/a OTSH, Inc.).

3.1          Certificate of Incorporation of OptiMark Holdings,  Inc. as amended
             to December 14, 2001  (incorporated by reference to Exhibit 3(i) to
             Registrant's  Current  Report on Form 8-K dated  December  20, 2001
             (Commission File No. 000-300527)).

3.2          By-Laws of OptiMark  Holdings,  Inc.  (incorporated by reference to
             Exhibit 3.2 to Registrant's  Registration  Statement on Form 10/A-1
             (No. 000-30527)).

4.1          Specimen  Common Stock  Certificate  (incorporated  by reference to
             Exhibit 4.1 to Registrant's  Registration Statement on Form 10 (No.
             000-30527)).

4.2          Specimen Preferred Stock Certificate  (incorporated by reference to
             Exhibit 4.2 to Registrant's  Registration Statement on Form 10 (No.
             000-30527)).

4.3          Series A Stock  Purchase  Agreement,  dated August 27, 1996, by and
             among  OptiMark  and the parties  named  therein  (incorporated  by
             reference to Exhibit 4.3 to Registrant's  Registration Statement on
             Form 10 (No. 000-30527)).

4.4          Registration Rights Agreement,  dated August 27, 1996, by and among
             OptiMark and the parties names therein  (incorporated  by reference
             to Exhibit 4.4 to  Registrant's  Registration  Statement on Form 10
             (No. 000-30527)).

4.5          Amendment  to Stock  Purchase  Agreement  and  Registration  Rights
             Agreement,  dated March 19,  1997,  by and among  OptiMark  and the
             parties named therein  (incorporated by reference to Exhibit 4.5 to
             Registrant's Registration Statement on Form 10 (No. 000-30527)).

4.6          Amendment to Stock Purchase Agreement,  Stockholders  Agreement and
             Registration  Rights  Agreement,  dated May 29, 1997,  by and among
             OptiMark and the parties named therein  (incorporated  by reference
             to Exhibit 4.6 to  Registrant's  Registration  Statement on Form 10
             (No. 000-30527)).

4.7          Amendment to Series A Registration Rights Agreement,  dated January
             1999,  by  and  among   OptiMark  and  the  parties  named  therein
             (incorporated   by  reference   to  Exhibit  4.7  to   Registrant's
             Registration Statement on Form 10 (No. 000-30527)).

4.8          Series B Stock Purchase Agreement,  dated December 22, 1998, by and
             among OptiMark and parties named therein (incorporated by reference
             to Exhibit 4.8 to  Registrant's  Registration  Statement on Form 10
             (No. 000-30527)).

4.9          Registration  Rights Agreement,  dated April 23, 1998, by and among
             OptiMark and the parties named therein  (incorporated  by reference
             to Exhibit 4.9 to  Registrant's  Registration  Statement on Form 10
             (No. 000-30527)).

4.10         Series C Stock  Purchase  Agreement,  dated June 11,  1999,  by and
             among  OptiMark  and the parties  named  therein  (incorporated  by
             reference to Exhibit 4.10 to Registrant's Registration Statement on
             Form 10 (No. 000-30527)).


                                       19
<PAGE>



4.11         Registration  Rights  Agreement,  dated July 26, 1999, by and among
             OptiMark and the parties named therein  (incorporated  by reference
             to Exhibit 4.11 to Registrant's  Registration  Statement on Form 10
             (No. 000-30527)).

4.12         Series D Stock  Purchase  Agreement,  dated July 30,  1999,  by and
             between  OptiMark  and  BancBoston  Capital Inc.  (incorporated  by
             reference to Exhibit 4.12 to Registrant's Registration Statement on
             Form 10 (No. 000-30527)).

4.13         Registration  Rights Agreement dated, July 30, 1999, by and between
             OptiMark and BancBoston Capital Inc.  (incorporated by reference to
             Exhibit 4.13 to Registrant's Registration Statement on Form 10 (No.
             000-30527)).

4.14         Registration  Rights  Agreement,  dated  September 19, 1998, by and
             between OptiMark and The NASDAQ Stock Market, Inc. (incorporated by
             reference to Exhibit 4.14 to Registrant's Registration Statement on
             Form 10 (No. 000-30527)).

4.15         Amended and Restated Stockholders Agreement,  dated April 23, 1998,
             by and among  OptiMark and the parties named therein  (incorporated
             by reference to Exhibit 4.15 to Registrant's Registration Statement
             on Form 10 (No. 000-30527)).

4.16         Series E Stock  Purchase  Agreement,  dated as of June 29, 2001, by
             and among OptiMark Holdings, Inc. and the entities set forth in the
             Schedule  of  Purchasers  thereto  (incorporated  by  reference  to
             Exhibit 4.1 to Registrant's  Quarterly  Report on Form 10-Q for the
             period ended June 30, 2001 (Commission File No. 000-30527)).

4.17         Registration  Rights  Agreement,  dated as of June 29, 2001, by and
             among  OptiMark  Holdings,   Inc.  and  the  holders  of  Series  E
             Cumulative  Preferred Stock  (incorporated  by reference to Exhibit
             4.2 to  Registrant's  Quarterly  Report on Form 10-Q for the period
             ended June 30, 2001 (Commission File No. 000-30527)).

4.18         Amendment  to the Series E Stock  Purchase  Agreement,  dated as of
             August 16,  2001,  by and among  OptiMark  Holdings,  Inc.  and the
             entities   set  forth  in  the  Schedule  of   Purchasers   thereto
             (incorporated by reference to Exhibit 4.1 to Registrant's Quarterly
             Report  on Form  10-Q  for the  period  ended  September  30,  2001
             (Commission File No. 000-30527)).

4.19         Amendment to the Registration Rights Agreement,  dated as of August
             16, 2001, by and among OptiMark  Holdings,  Inc. and the holders of
             Series E Cumulative  Preferred Stock  (incorporated by reference to
             Exhibit 4.2 to Registrant's  Quarterly  Report on Form 10-Q for the
             period ended September 30, 2001 (Commission File No. 000-30527)).

10.1         OptiMark 1999 Stock Plan (adopted November 29, 1999)  (incorporated
             by  reference  to  Exhibit  10.5(a)  to  Registrant's  Registration
             Statement on Form 10 (No. 000-30527)).

10.2         Amendment  No. 1 to  OptiMark  1999  Stock  Plan  (incorporated  by
             reference to Exhibit 10.5(b) to Registrant's Registration Statement
             on Form 10/A-1 (No. 000-30527)).

10.3         Amendment  No. 2 to  OptiMark  1999  Stock  Plan  (incorporated  by
             reference to Exhibit  10.5(c) to  Registrant's  Amendment  No. 2 to
             Annual  Report on Form 10-K for the year ended  December  31,  2000
             (Commission File No. 000-30527)).

10.4         OptiMark  Stock Option Plan  (Amended & Restated  January 27, 1999)
             (incorporated   by  reference  to  Exhibit  10.6  to   Registrant's
             Registration Statement on Form 10 (No. 000-30527)).


                                       20
<PAGE>


10.5         Form of Stock Option  Agreement (1999 Stock Plan)  (incorporated by
             reference to Exhibit 10.7 to Registrant's Registration Statement on
             Form 10 (No. 000-30527)).

10.6         Form of Stock Option  Agreement  (Amended and Restated Stock Option
             Plan)  (incorporated  by reference to Exhibit 10.8 to  Registrant's
             Registration Statement on Form 10 (No. 000-30527)).

10.7         Form of Amendment No. 1 to Stock Option Agreements (incorporated by
             reference to Exhibit  10.8(b) to  Registrant's  Amendment  No. 2 to
             Annual  Report on Form 10-K for the year ended  December  31,  2000
             (Commission File No. 000-30527)).

10.8         Form of  Non-Employee  Director  Option  Agreement(incorporated  by
             reference to Exhibit 10.9 to Registrant's Registration Statement on
             Form 10 (No. 000-30527)).

10.9         Employment,  Trade  Secret  and  Non-Competition  Agreement,  dated
             August 27,  1996,  by and  between  OptiMark  and William A. Lupien
             (incorporated   by  reference  to  Exhibit  10.11  to  Registrant's
             Registration Statement on Form 10 (No. 000-30527)).

10.10        Severance  Agreement  dated  January 5, 2001 by and between John T.
             Rickard and OptiMark,  Inc.  (incorporated  by reference to Exhibit
             10.12(b) to  Registrant's  Amendment No. 2 to Annual Report on Form
             10-K for the year ended  December  31,  2000  (Commission  File No.
             000-30527)).

10.11        Consulting  Agreement  dated  January 15, 2001 by and among Orincon
             Industries,  Inc., John T. Rickard and OptiMark, Inc. (incorporated
             by reference to Exhibit 10.12(c) to Registrant's Amendment No. 2 to
             Annual  Report on Form 10-K for the year ended  December  31,  2000
             (Commission File No. 000-30527)).

10.12        Restricted Stock Purchase Agreement, dated December 1, 1998, by and
             between OptiMark and Phillip J. Riese (incorporated by reference to
             Exhibit  10.14 to  Registrant's  Registration  Statement on Form 10
             (No. 000-30527)).

10.13        Stock Purchase  Agreement,  dated December 18, 1998, by and between
             OptiMark and Phillip J. Riese (incorporated by reference to Exhibit
             10.15  to  Registrant's  Registration  Statement  on  Form  10 (No.
             000-30527)).

10.14+       Services Agreement,  dated January 1, 1999, by and between OptiMark
             and ISM Information Systems Management Corporation (incorporated by
             reference to Exhibit 10.18 to Registrant's  Registration  Statement
             on Form 10/A-1 (No. 000-30527)).

10.15+       OptiMark/IBM Ops Agreement,  dated February 2, 1999, by and between
             OptiMark and the parties named therein  (incorporated  by reference
             to Exhibit  10.19 to  Registrant's  Registration  Statement on Form
             10/A-1 (No. 000-30527)).

10.16        License Termination Agreement, dated March 19, 1999, by and between
             OptiMark  and  High  Performance  Markets,  Ltd.  (incorporated  by
             reference to Exhibit 10.21 to Registrant's  Registration  Statement
             on Form 10 (No. 000-30527)).

10.17        Common Stock Purchase  Warrant,  dated August 27, 1996, in favor of
             The Pacific  Exchange,  Inc.  (incorporated by reference to Exhibit
             10.22  to  Registrant's  Registration  Statement  on  Form  10 (No.
             000-30527)).

10.18        Common Stock Purchase Warrant, dated December 31, 1996, in favor of
             The Chicago Board Options Exchange, Inc. (incorporated by reference
             to Exhibit 10.23 to Registrant's  Registration Statement on Form 10
             (No. 000-30527)).


                                       21
<PAGE>



10.19        Common Stock  Purchase  Warrant,  dated April 23, 1998, in favor of
             Virginia Surety Company, Inc. (incorporated by reference to Exhibit
             10.24  to  Registrant's  Registration  Statement  on  Form  10 (No.
             000-30527)).

10.20        Common Stock  Purchase  Warrant,  dated June 19, 1998,  in favor of
             Transamerica Business Credit Corporation (incorporated by reference
             to Exhibit 10.25 to Registrant's  Registration Statement on Form 10
             (No. 000-30527)).

10.21        Common  Stock  Purchase  Warrant,  dated  August 24,  1998,  by and
             between OptiMark and Francis X. Egan  (incorporated by reference to
             Exhibit  10.26 to  Registrant's  Registration  Statement on Form 10
             (No. 000-30527)).

10.22        NASDAQ Warrant  Agreement,  dated September 1, 1998, by and between
             OptiMark  and  The  NASDAQ  Stock  Market,  Inc.  (incorporated  by
             reference to Exhibit 10.27 to Registrant's  Registration  Statement
             on Form 10 (No. 000-30527)).

10.23        Common Stock  Purchase  Warrant,  dated  January 27,  1999,  by and
             between  OptiMark and BIOS Group LP  (incorporated  by reference to
             Exhibit  10.28 to  Registrant's  Registration  Statement on Form 10
             (No. 000-30527)).

10.24        Warrant Agreement,  dated October 27, 1999, by and between OptiMark
             and  Knight/Trimark  Group,  Inc.  (incorporated  by  reference  to
             Exhibit  10.29 to  Registrant's  Registration  Statement on Form 10
             (No. 000-30527)).

10.25+       Development,  Subcontract,  and Operations Agreement, dated May 17,
             1999, by and among OptiMark, Inc. and Japan OptiMark Systems, Inc.,
             as  amended   (incorporated  by  reference  to  Exhibit  10.31)  to
             Registrant's  Amendment No. 2 to Annual Report on Form 10-K for the
             year ended December 31, 2000 (Commission File No. 000-30527)).

10.26        Letters,  dated May 23, 2001,  amending OptiMark,  Inc.'s agreement
             with Japan OptiMark  Systems,  Inc.  (incorporated  by reference to
             Exhibit 9.1 to Registrant's  Quarterly  Report on Form 10-Q for the
             period ended June 30, 2001 (Commission File No. 000-30527)).

10.27        Employment  Agreement,  dated  August  16,  2001,  by  and  between
             OptiMark  Holdings,  Inc.  and Robert J. Warshaw  (incorporated  by
             reference to Exhibit 10.1 to Registrant's  Quarterly Report on Form
             10-Q for the period ended September 30, 2001  (Commission  File No.
             000-30527)).

10.28        Amendment No.1 to Employment  Agreement,  dated August 16, 2001, by
             and  between  OptiMark   Holdings,   Inc.  and  Robert  J.  Warshaw
             (incorporated   by  reference  to  Exhibit  10.2  to   Registrant's
             Quarterly  Report on Form 10-Q for the period ended  September  30,
             2001 (Commission File No. 000-30527)).

10.29        Separation  Agreement,  dated  August  15,  2001,  by  and  between
             OptiMark,  Inc. and James G. Rickard  (incorporated by reference to
             Exhibit 10.3 to Registrant's  Quarterly Report on Form 10-Q for the
             period ended September 30, 2001 (Commission File No. 000-30527)).

10.30        OptiMark  Holdings,   Inc.  2001  Series  F  Preferred  Stock  Plan
             (incorporated by reference to Registrant's  Registration  Statement
             on Form S-8 (No. 333-73356)).

10.31        Second  Amended and Restated  Promissory  Note,  dated  October 12,
             2002,  executed  by OptiMark  Holdings,  Inc. in favor of Robert J.
             Warshaw.

10.32        Employment Letter, dated June 19, 2001, from OptiMark, Inc. to Neil
             G. Cohen.


                                       22
<PAGE>



10.33        Employee  Agreement,   dated  December  1,  2002,  by  and  between
             OptiMark, Inc. and James Pak.

10.34        Employment  Letter,  dated April 9, 2001,  from  OptiMark,  Inc. to
             Trevor B. Price.

10.35        Employee  Agreement,  dated May 16, 2001, by and between  OptiMark,
             Inc. and Trevor B. Price.

10.36        Amendment  to  Employee  Agreement,  dated  June 19,  2001,  by and
             between OptiMark, Inc. and Trevor B. Price.

10.37        Employment  Letter,  dated April 17, 2001, by and between OptiMark,
             Inc. and Gary Meshell.

10.38        Employee  Agreement,  dated May 15, 2001, by and between  OptiMark,
             Inc. and Gary B. Meshell.

10.39        Amendment  to  Employee  Agreement,  dated  June 19,  2001,  by and
             between OptiMark, Inc. and Gary B. Meshell.

10.40        Separation  Agreement,  dated  February  16,  2002,  by and between
             OptiMark, Inc. and Gary B. Meshell.

10.41        Employment Letter,  dated January 16, 2002, from OptiMark,  Inc. to
             James Pak.

21.1         Subsidiaries of OptiMark Holdings, Inc.




     +  Confidential  treatment  has been  requested  for  certain  confidential
portions  of this  exhibit  pursuant to Rule 24b-2  under the  Exchange  Act. In
accordance with Rule 24b-2, these  confidential  portions have been omitted from
this exhibit and filed separately with the Commission.




                                       23
<PAGE>


                                   SIGNATURES


          Pursuant to the  requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


OPTIMARK HOLDINGS, INC.

     Dated April 1, 2002

                                     By:    /s/ Ronald D. Fisher
                                       ------------------------------
                                       Name:  Ronald D. Fisher
                                       Title: Director

                                     By:    /s/ William A. Lupien
                                       ------------------------------
                                       Name:  William A. Lupien
                                       Title: Chairman

                                     By:    /s/ Phillip J. Riese
                                       ------------------------------
                                       Name:  Phillip J. Riese
                                       Title: Director

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