##### Table of Contents

---

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

---

FORM
10-Q

---

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

For the period
ended June 30, 2003

OR

| | o | 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: 001-11747

---

VIE FINANCIAL GROUP, INC.

---



| | Delaware(State of incorporation) |  | 22-6650372(I.R.S. EmployerIdentification No.) | 
| | -------------------------------- |  | --------------------------------------------- | 

1835 MARKET STREET, SUITE 420PHILADELPHIA, PENNSYLVANIA 19103(215) 789-3300

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 o

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the last practical date:



| | Common Stock $.01 par value(Title of Class) |  | 695,971,046(No. of shares as of August 14, 2003) | 
| | ------------------------------------------- |  | ------------------------------------------------ | 

---





---

##### Table of Contents



VIE FINANCIAL GROUP, INC.

INDEX



|       |  |                       |  |                                                                                         | PAGE
|------ |  | --------------------- |  | --------------------------------------------------------------------------------------- | ----
|       |  |                       |  |                                                                                         |     
|PARTI  |  | FINANCIAL INFORMATION | 
|       |  |                       |  |                                                                                         |     
|       |  | Item 1.               |  | Financial Statements (Unaudited)                                                        |     
|       |  |                       |  |                                                                                         |     
|       |  |                       |  | Consolidated Balance Sheets- June 30, 2003 and March 31, 2003                           | 4   
|       |  |                       |  |                                                                                         |     
|       |  |                       |  | Consolidated Statements of Operations-For the Three Months Ended June 30, 2003 and 2002 | 5   
|       |  |                       |  |                                                                                         |     
|       |  |                       |  | Consolidated Statements of Cash Flows-For the Three Months Ended June 30, 2003 and 2002 | 6   
|       |  |                       |  |                                                                                         |     
|       |  |                       |  | Notes to Consolidated Financial Statements                                              | 7   
|       |  |                       |  |                                                                                         |     
|       |  | Item 2.               |  | Managements Discussion and Analysis of Financial Condition and Results of Operations   | 17  
|       |  |                       |  |                                                                                         |     
|       |  |                       |  | Additional Factors that may Affect Future Results                                       | 21  
|       |  |                       |  |                                                                                         |     
|       |  | Item 3.               |  | Quantitative and Qualitative Disclosures about Market Risk                              | 29  
|       |  |                       |  |                                                                                         |     
|       |  | Item 4.               |  | Controls and Procedures                                                                 | 29  
|       |  |                       |  |                                                                                         |     
|PARTII |  | OTHER INFORMATION     | 
|       |  |                       |  |                                                                                         |     
|       |  | Item 1.               |  | Legal Proceedings                                                                       | 29  
|       |  |                       |  |                                                                                         |     
|       |  | Item 2.               |  | Changes in Securities and Use of Proceeds                                               | 30  
|       |  |                       |  |                                                                                         |     
|       |  | Item 6.               |  | Exhibits and Reports on Form 8-K                                                        | 30  

|SIGNATURES | 31
|---------- | --

2



---

##### Table of Contents

PART I - FINANCIAL INFORMATION

CAUTIONARY STATEMENT
REGARDING FORWARD-LOOKING STATEMENTS

Certain statements included in this document constitute forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks,
uncertainties and other important factors that could cause our actual results, performance, or achievements to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Such
risks, uncertainties and other important factors include, among others:

| |  | our ability to become profitable and continue as a going concern;
| | - | -------------------------------------------------------------------

| |  | availability and terms of debt and/ or equity capital to fund our operations;
| | - | -----------------------------------------------------------------------------

| |  | our dependence on arrangements with our clearing firm, external liquidity providers, execution venues and self-regulatory organizations;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------

| |  | changes in business strategy or development plans;
| | - | --------------------------------------------------

| |  | our dependence on proprietary technology and demand for such technology;
| | - | ------------------------------------------------------------------------

| |  | fluctuations in securities trading volumes, prices and market liquidity;
| | - | ------------------------------------------------------------------------

| |  | industry trends;
| | - | ----------------

| |  | our ability to broaden our customer mix;
| | - | ----------------------------------------

| |  | competition;
| | - | ------------

| |  | our ability to expand existing and develop new markets for our products;
| | - | ------------------------------------------------------------------------

| |  | our ability to develop intended future products;
| | - | ------------------------------------------------

| |  | availability and retention of qualified personnel;
| | - | --------------------------------------------------

| |  | changes in government regulation;
| | - | ---------------------------------

| |  | general economic and business conditions; and
| | - | ---------------------------------------------

| |  | other riskfactors referred to in this Form 10-Q under the heading Additional Factors That May AffectFuture
Results.
| | - | ---------------------------------------------------------------------------------------------------------------------

In some cases, you can identify forward-looking statements by terms such as may, will, should,
could, would, expects, plans, anticipates, believes, estimates, projects, predicts, potential or continue or other
forms of or the negative of those terms or other comparable terms.

Although we believe that the expectations reflected in the forward-looking statements are based
on reasonable assumptions, we cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of such statements. We do not have a
duty to update any of the forward-looking statements after the date of this filing.

3



---

##### Table of Contents

| | ITEM 1. | FINANCIAL STATEMENTS
| | ------- | --------------------

VIE FINANCIAL GROUP, INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS



|                                                                                                                                                                      |  | June 30,2003(Unaudited) |             | March 31,2003(Audited) |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------- | ----------- | ---------------------- | -
|                                                                                                                                                                      |  |                         |             |                        |  
|                                                                                                                                                                      |  |                         |             |                        |  
|Assets                                                                                                                                                                |  |                         |             |                        |  
|                                                                                                                                                                      |  |                         |             |                        |  
|Cash and cash equivalents                                                                                                                                             |  | $                       | 1,186,880   |                        | $
|Securities owned, at fair value                                                                                                                                       |  |                         |            |                        |  
|Receivables from brokers, dealers and other                                                                                                                           |  |                         | 357,153     |                        |  
|Prepaid expenses and other current assets                                                                                                                             |  |                         | 125,679     |                        |  
|                                                                                                                                                                      |  |                         |             |                        |  
|Total current assets                                                                                                                                                  |  |                         | 1,669,712   |                        |  
|Property and equipment, net of accumulated depreciation                                                                                                               |  |                         | 604,467     |                        |  
|Exchange memberships                                                                                                                                                  |  |                         | 159,752     |                        |  
|Debt issuance costs                                                                                                                                                   |  |                         | 37,639      |                        |  
|Other assets                                                                                                                                                          |  |                         | 467,533     |                        |  
|                                                                                                                                                                      |  |                         |             |                        |  
|Total assets                                                                                                                                                          |  | $                       | 2,939,103   |                        | $
|                                                                                                                                                                      |  |                         |             |                        |  
|                                                                                                                                                                      |  |                         |             |                        |  
|Liabilities and Stockholders Deficiency                                                                                                                              |  |                         |             |                        |  
|                                                                                                                                                                      |  |                         |             |                        |  
|Accounts payable and accrued expenses                                                                                                                                 |  | $                       | 1,292,389   |                        | $
|Payables to brokers, dealers and others                                                                                                                               |  |                         | 4,284       |                        |  
|Securities sold, not yet purchased, at fair value                                                                                                                     |  |                         |            |                        |  
|Net liabilities of discontinued operations                                                                                                                            |  |                         | 60,861      |                        |  
|                                                                                                                                                                      |  |                         |             |                        |  
|Total current liabilities                                                                                                                                             |  |                         | 1,357,534   |                        |  
|Secured note                                                                                                                                                          |  |                         | 4,313,718   |                        |  
|Secured convertible note                                                                                                                                              |  |                         | 656,019     |                        |  
|Subordinated convertible notes                                                                                                                                        |  |                         | 2,204,401   |                        |  
|Other liabilities                                                                                                                                                     |  |                         | 93,712      |                        |  
|                                                                                                                                                                      |  |                         |             |                        |  
|Total liabilities                                                                                                                                                     |  |                         | 8,625,384   |                        |  
|                                                                                                                                                                      |  |                         |             |                        |  
|Commitments and contingencies                                                                                                                                         |  |                         |             |                        |  
|                                                                                                                                                                      |  |                         |             |                        |  
|Preferred Stock  shares authorized: 3,000,000590,000 shares designated as Series B  (liquidation preference equals $240,000);
shares issued and outstanding; 24,000 |  |                         | 240,000     |                        |  
|                                                                                                                                                                      |  |                         |             |                        |  
|100,000 shares designated as Series G  par value: $0.01; shares issued and outstanding: 10,394 and none                                                              |  |                         | 104         |                        |  
|                                                                                                                                                                      |  |                         |             |                        |  
|Common stock - par value: $.01; shares authorized: 1,000,000,000 and 100,000,000; shares issued and outstanding; 695,971,046 and 691,674,817                          |  |                         | 6,959,711   |                        |  
|                                                                                                                                                                      |  |                         |             |                        |  
|Additional paid-in capital                                                                                                                                            |  |                         | 86,814,626  |                        |  
|Accumulated deficit                                                                                                                                                   |  |                         | (99,660,010 | )                      |  
|Accumulated other comprehensive loss                                                                                                                                  |  |                         | (40,712     | )                      |  
|                                                                                                                                                                      |  |                         |             |                        |  
|Total stockholders deficiency                                                                                                                                        |  |                         | (5,686,281  | )                      |  
|                                                                                                                                                                      |  |                         |             |                        |  
|Total liabilities and stockholders deficiency                                                                                                                        |  | $                       | 2,939,103   |                        | $
|                                                                                                                                                                      |  |                         |             |                        |  

The accompanying notes are an integral part of these consolidated financial
statements.

4



---

##### Table of Contents

VIE FINANCIAL GROUP, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)



|                                                                         |  | Three Months Ended June 30, |            
|------------------------------------------------------------------------ |  | --------------------------- | -----------
|                                                                         |  |                             |            
|                                                                         |  | 2003                        |            
|                                                                         |  |                             |            
|Revenues                                                                 |  | $                           | 2,225,360  
|                                                                         |  |                             |            
|Expenses:                                                                |  |                             |            
|Salaries and employee benefits                                           |  |                             | 1,283,408  
|Professional fees                                                        |  |                             | 247,728    
|Brokerage, clearing and exchange fees                                    |  |                             | 1,042,207  
|Depreciation and amortization                                            |  |                             | 164,057    
|Non-cash compensation                                                    |  |                             |           
|Loss on trading activities                                               |  |                             | 1,233,825  
|Selling, general and administrative                                      |  |                             | 673,616    
|                                                                         |  |                             |            
|Total costs and expenses                                                 |  |                             | 4,644,841  
|                                                                         |  |                             |            
|Loss from operations                                                     |  |                             | (2,419,481 
|                                                                         |  |                             |            
|Interest income                                                          |  |                             | 5,488      
|Interest expense                                                         |  |                             | (427,162   
|Debt issue costs                                                         |  |                             | (3,321     
|Other income                                                             |  |                             | (47,793    
|Equity in loss of affiliates                                             |  |                             | (963       
|                                                                         |  |                             |            
|Net loss from continuing operations                                      |  | $                           | (2,893,232 
|Income /(loss) from discontinued operations of eMC                       |  |                             | (20        
|                                                                         |  |                             |            
|Net loss                                                                 |  | $                           | (2,893,252 
|                                                                         |  |                             |            
|Dividends attributed to preferred stock                                  |  |                             | (247,873   
|Dividends in arrears on preferred stock                                  |  |                             | (5,385     
|                                                                         |  |                             |            
|Net loss applicable to common stock                                      |  | $                           | (3,146,510 
|                                                                         |  |                             |            
|Basic and diluted net loss per common share from continuing operations   |  | $                           | (0.00      
|Basic and diluted net loss per common share from discontinued operations |  | $                           | (0.00      
|                                                                         |  |                             |            
|Basic and diluted net loss per common share                              |  | $                           | (0.00      
|                                                                         |  |                             |            
|Weighted average number of common shares outstanding, basic and diluted  |  |                             | 693,079,954
|                                                                         |  |                             |            

The accompanying notes are an integral part of these consolidated financial
statements.

5



---

##### Table of Contents

VIE FINANCIAL GROUP, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)



|                                                                                                         |  | Three Months Ended June 30, |           
|-------------------------------------------------------------------------------------------------------- |  | --------------------------- | ----------
|                                                                                                         |  |                             |           
|                                                                                                         |  | 2003                        |           
|                                                                                                         |  |                             |           
|Cash Flows from Operating Activities                                                                     |  |                             |           
|                                                                                                         |  |                             |           
|Net loss from continuing operations                                                                      |  | $                           | (2,893,232
|                                                                                                         |  |                             |           
|Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization |  |                             | 164,057   
|Common stock issued in connection with consulting agreement                                              |  |                             |          
|Common stock issued in connection with separation agreement                                              |  |                             |          
|Non-cash interest expense                                                                                |  |                             | 424,477   
|Equity in loss of affiliates                                                                             |  |                             | 963       
|Debt issuance costs                                                                                      |  |                             | 3,321     
|Loss on disposition of assets                                                                            |  |                             | 47,793    
|Changes in operating assets and liabilities:                                                             |  |                             |           
|Securities owned, at fair value                                                                          |  |                             | 7,114     
|Receivables from brokers, dealers and others                                                             |  |                             | 379,153   
|Advances to affiliates                                                                                   |  |                             | (963      
|Prepaid expenses and other current assets                                                                |  |                             | 3,024     
|Other assets                                                                                             |  |                             | (2,243    
|Accounts payable and accrued expenses                                                                    |  |                             | 218,618   
|Payables to brokers, dealers and others                                                                  |  |                             | (93,090   
|Securities sold, not yet purchased                                                                       |  |                             | (353,604  
|Secured convertible note                                                                                 |  |                             | (50,000   
|Other liabilities                                                                                        |  |                             | (11,737   
|                                                                                                         |  |                             |           
|Net cash used in continuing operations                                                                   |  |                             | (2,156,349
|                                                                                                         |  |                             |           
|                                                                                                         |  |                             |           
|Cash Flows from Investing Activities                                                                     |  |                             |           
|                                                                                                         |  |                             |           
|Proceeds from issuance of note receivable                                                                |  |                             |          
|Cash received from notes receivable                                                                      |  |                             |          
|(Purchase) sale of property and equipment                                                                |  |                             | (4,978    
|                                                                                                         |  |                             |           
|Net cash provided by (used in) investing activities                                                      |  |                             | (4,978    
|                                                                                                         |  |                             |           
|                                                                                                         |  |                             |           
|Cash Flows from Financing Activities                                                                     |  |                             |           
|                                                                                                         |  |                             |           
|Proceeds from issuance of preferred stock                                                                |  |                             | 1,039,366 
|Proceeds from exercise of common stock purchase warrants                                                 |  |                             | 58,240    
|Proceeds from issuance of short term note                                                                |  |                             |          
|Repayment of short term notes                                                                            |  |                             |          
|Proceeds from issuance of secured convertible note                                                       |  |                             |          
|Issuance costs on common stock                                                                           |  |                             |          
|Proceeds from issuance of common stock                                                                   |  |                             |          
|                                                                                                         |  |                             |           
|Net cash provided by financing activities                                                                |  |                             | 1,097,606 
|                                                                                                         |  |                             |           
|                                                                                                         |  |                             |           
|Net Increase / (decrease) in cash and cash equivalents                                                   |  |                             | (1,063,721
|Cash and cash equivalents, beginning of period                                                           |  |                             | 2,250,601 
|                                                                                                         |  |                             |           
|Cash and cash equivalents, end of period                                                                 |  | $                           | 1,186,880 
|                                                                                                         |  |                             |           
|Supplemental disclosure of non-cash activities:                                                          |  |                             |           
|Conversion of interest payment on secured convertible note into common stock                             |  | $                           | 154,545   
|                                                                                                         |  |                             |           
|Warrants issued in connection with exchange agreement                                                    |  | $                           |          
|                                                                                                         |  |                             |           
|Beneficial conversion feature of secured convertible note                                                |  | $                           |          
|                                                                                                         |  |                             |           
|Common stock issued in connection with separation agreement                                              |  | $                           |          
|                                                                                                         |  |                             |           
|Conversion of short-term note into common stock                                                          |  | $                           |          
|                                                                                                         |  |                             |           
|Non-cash and accrued dividends on preferred stock                                                        |  | $                           | 253,258   
|                                                                                                         |  |                             |           

The accompanying notes are an integral part of these consolidated financial
statements.

6



---

##### Table of Contents

VIE FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.BASIS OF PRESENTATION

The consolidated financial statements included
herein have been prepared without audit pursuant to the rules and regulations of the SEC. Certain information and 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 such rules and regulations. The accompanying consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary to a fair statement of
the results for the interim periods presented. Such adjustments are of a normal recurring nature. Certain amounts in prior periods have been reclassified for comparative purposes.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of
assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

These consolidated financial statements should be read in conjunction with the audited financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended March 31,
2003. The results for the three months ended June 30, 2003 are not necessarily indicative of the results that may be expected for the year ending March 31, 2004.

During the three months ended June 30, 2003, we operated our business through the following principal subsidiaries:

| |  | Vie Securities, LLC
| | - | -------------------

| |  | Universal Trading Technologies Corporation (UTTC), and its subsidiary:
| | - | ----------------------------------------------------------------------

| |  | Vie Institutional Services, Inc.
| | - | --------------------------------

We are a subsidiary of OptiMark Innovations, Inc. (Innovations), a Delaware
corporation. On May 7, 2002, Innovations directly acquired approximately 88% of our outstanding shares of common stock in consideration for $7,272,727 in cash, intellectual property and other non-cash assets, and we issued a senior secured
convertible note to Innovations for $2,727,273. Assuming conversion of the note, Innovations would own approximately 89% of our outstanding common stock.

To
date, we have recognized recurring operating losses and have financed our operations primarily through the issuance of equity securities. As of June 30, 2003, we had an accumulated deficit of $99,660,010 and stockholders deficiency of
$5,686,281, which raises substantial doubt as to our ability to continue as a going concern.

In May 2003, we began to reduce the cost of providing liquidity to
our customers, reduce our operating expenses and streamline our corporate structure. We have secured alternative methods of offering liquidity to our customers with the objective of lowering our variable cost structure, which includes both
commissions paid to third party liquidity providers and trading losses resulting from the use of our proprietary trading algorithm. By lowering these variable costs, we will be able to be more competitive in the pricing we offer our customers, which
we believe will facilitate both new account acquisition and increased trading volumes from our existing customers. Our plan to reduce our operating expenses includes staff reductions related to our employee furlough program, additional planned staff
reductions over the next several months, consolidating our current Philadelphia and New York offices, outsourcing a portion of our technology infrastructure, replacing certain vendor agreements with less expensive alternatives, exploring methods to
simplify our corporate structure, disposing of certain assets subject to creditor approval, reducing our current base compensation structure, and other similar such initiatives. While we believe this plan will enable us to continue operating until
we are able to generate sufficient revenues to fund our operations, there is no assurance that the plan will be successful. If we are unable to attain profitability or obtain additional funding in the near term, we may be unable to continue
operating.

7



---

##### Table of Contents

The consolidated financial statements have been prepared assuming that we will continue as a going concern. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

The accounts of each of our majority-owned subsidiaries, Vie Securities, UTTC, and
Ashton Technology Canada, Inc. are consolidated with those of Vie Financial Group in our consolidated financial statements. We generally account for investments in businesses that we own between 20% and 50% of the outstanding equity using the equity
method. Under this method, the investment balance, originally recorded at cost, is adjusted to recognize our share of net earnings or losses of the affiliate as they occur, limited to the extent of our investment in and advances to the investee.
These adjustments are included in equity in loss of affiliates in our consolidated statements of operations. We used the equity method to account for our investments in Gomez, Inc. and Kingsway-ATG Asia, Ltd. (KAA).

The results of operations for each of our subsidiaries and equity method investees are accounted for from their dates of formation or investment. All significant intercompany accounts
and transactions between Vie Financial Group and its subsidiaries are eliminated in consolidation.

On October 9, 2002, we changed our name to Vie Financial
Group, Inc. from The Ashton Technology Group, Inc. We also changed the name of our subsidiaries, Croix Securities, Inc. and ATG Trading, LLC to Vie Institutional Services, Inc. and Vie Securities, LLC, respectively.

Other Affiliates

Ashton Technology Canada, Inc.

Ashton Technology Canada, Inc. is one of our majority-owned subsidiaries. On December 20, 1999, we entered into an agreement to create Ashton Canada to develop, market and operate intelligent matching, online
transaction systems and distribution systems for use by U.S. and Canadian financial intermediaries. On June 8, 2000, Ashton Canada entered into an agreement with the Toronto Stock Exchange to market, deploy, and operate our proprietary eVWAP, as a
facility of the Toronto Stock Exchange for Canadian securities. On January 12, 2001, the Ontario Securities Commission approved an amendment to the Rules and Policies of the Toronto Stock Exchange, allowing the implementation of eVWAP as a facility
of the Toronto Stock Exchange and allowing participating organizations and eligible institutional clients access to the eVWAP facility. The Toronto Stock Exchange deferred implementing eVWAP in 2002, and Ashton Canada reduced its expenses and
staffing to address the reduced prospects for near-term revenues from such a facility.

On June 11, 2003, Ashton Canada filed an arbitration claim against the
Toronto Stock Exchange for breach of contract under the June 7, 2000 agreement to introduce the eVWAP trading system. The arbitration claim states that Ashton Canada designed, developed and was prepared to deploy eVWAP as a facility of the primary
Canadian exchange when the Toronto Stock Exchange circumvented the deployment of eVWAP without proper excuse. The Ashton Canada arbitration claim was filed in Toronto, Ontario and seeks substantial damages. Ashton Canada is no longer operational,
has no employees, and currently has the sole objective of focusing on the arbitration claim with the Toronto Stock Exchange.

Electronic Market Center, Inc. (Discontinued
Operations)

We formed Electronic Market Center, Inc. (eMC) as a wholly owned subsidiary in June 1998 to develop, operate and market a global electronic
distribution channel for financial products and services. In April 2000, Vies board of directors agreed to fund eMCs initial development efforts. After being unable to find other funding sources or consummate a sale of eMC to a third
party, eMCs board of directors voted on March 29, 2001 to begin the orderly winding down of its operations, including terminating all of its employees, selling its assets, and negotiating the settlement of its outstanding liabilities.
eMCs results are reflected as discontinued operations in the consolidated financial statements for all periods presented.

8



---

##### Table of Contents

2.SIGNIFICANT ACCOUNTING
POLICIES

Stock-Based Compensation

We use the intrinsic value-based method to
account for stock options issued to employees and have adopted the disclosure-only alternative of SFAS No. 123 Accounting for Stock-Based Compensation, as amended by SFAS No. 148, Accounting for Stock-Based
Compensation. We are required to disclose the pro forma effects on operating results as if we had elected to use the fair value approach to account for all our stock-based employee compensation plans.

If compensation had been determined based on the fair value at the grant date for awards in the three month periods ended June 30, 2003 and 2002, respectively, consistent with the provisions of SFAS No.
123, our net loss and net loss per share would have been as follows:



|                                          |  | Three MonthsEnded June 30, |           
|----------------------------------------- |  | -------------------------- | ----------
|                                          |  |                            |           
|                                          |  | 2003                       |           
|                                          |  |                            |           
|                                          |  |                            |           
|Net loss  as reported                    |  | $                          | (2,893,252
|Stock based employee compensation expense |  |                            | (973,487  
|                                          |  |                            |           
|Net loss  pro forma                      |  | $                          | (3,866,739
|                                          |  |                            |           
|PER SHARE DATA                            |  |                            |           
|Basic and diluted                         |  |                            |           
|Net loss  as reported                    |  | $                          | (0.00     
|Net loss  pro forma                      |  | $                          | (0.01     

Such pro forma disclosures may not be representative of
future compensation costs because options vest over several years and additional grants are made each year.

The fair value of each option grant is estimated on
the date of grant using the Black-Scholes valuation model with the following weighted average assumptions:



|                        |  | Three MonthsEnded June 30,2003 |  | Three MonthsEnded June 30,2002 | 
|----------------------- |  | ------------------------------ |  | ------------------------------ | 
|                        |  |                                |  |                                | 
|Risk-free interest rate |  | 1.41%                          |  | 2.50%                          | 
|Volatility              |  | 100%                           |  | 100%                           | 
|Expected life           |  | 6.7 years                      |  | 1.6 years                      | 
|Expected dividends      |  | None                           |  | None                           | 
|Average turnover rate   |  | 1.28%                          |  | 48.83%                         | 

Recent Accounting Pronouncements

In December 2002, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 148,Accounting for Stock-Based
Compensation  Transition and Disclosure(SFAS 148). SFAS 148 amends SFAS 123,Accounting for Stock-Based Compensation, to provide alternative methods of transition for a
voluntary change to the fair value method of accounting for stock-based employee compensation. SFAS 148 also amends the disclosures in both annual and interim financial statements about the method used to account for stock-based employee
compensation and the effect of the method used on reported results. We will continue to apply Accounting Principles Board Opinion No. 25 as the method used to account for stock-based compensation, where applicable, but have adopted the
disclosure requirements of SFAS 148 for the year ended March 31, 2003. This adoption had no impact on our financial condition or results of operations.

In January
2003, the FASB issued FASB Interpretation No. 46 (FIN 46),Consolidation of Variable Interest Entities. This interpretation provides guidance on how to identify a variable interest entity and
determine

9



---

##### Table of Contents

when the assets, liabilities, non-controlling interests, and results of operations of a variable interest entity need to be included in a companys
consolidated financial statements. The new accounting provisions of this interpretation became effective upon issuance for all new variable interest entities created after January 31, 2003, and to variable interest entities in which an enterprise
obtains an interest after that date. It applies to the first fiscal year or interim period beginning after June 15, 2003, to variable interest entities in which an enterprise holds a variable interest that it acquired before February 1, 2003. The
adoption of FIN 46 will have no impact on our results of operations or financial position.

3.RECENT DEVELOPMENTS

Issuance of Series G Convertible Preferred
Stock

As a means to finance our continuing operations, we sold 10,394 shares of our series G convertible preferred stock, par value $0.01, to an individual
investor and an investment partnership for proceeds of $1,039,366 between May 29, 2003 and June 16, 2003. The series G preferred stock, with respect to dividend rights or rights upon liquidation, ranks junior to all other series of preferred stock
andpari passuwith shares of Vie common stock. Each share of series G preferred stock is convertible at the option of the holder into a number of shares of common stock as is determined by dividing the
series G preferred original issue price ($100) by the series G conversion price, initially $0.05. The series G conversion price may be adjusted if Vie issues common stock or a security convertible into common stock before August 27, 2003 at a
conversion price of less than $0.05. In such a case, the conversion price of the Series G would become the same as the price per share at which such common stock, or security convertible into common stock, was issued. The conversion price is also
subject to anti-dilution adjustment at any time in the event of stock dividends, stock splits, reverse stock splits, mergers, consolidations, recapitalizations or other similar transactions affecting the capitalization of the company.

At the time of issuance, the conversion price of the G preferred stock was below the market price of the underlying common stock. The beneficial conversion feature of the
preferred stock, represented by the intrinsic value, is calculated as the difference between the conversion price and the market price of the underlying common stock, multiplied by the number of shares to be issued upon conversion. The beneficial
conversion feature on the series G preferred of $247,873 was recognized upon issuance of the shares as a return to the preferred stockholders.

Investors in the
series G preferred stock also received warrants to purchase an aggregate of 12,992,077 shares of our common stock at an exercise price of $0.08. The warrants have a three-year term and are fully exercisable six months after their dates of issuance.
If a sufficient number of authorized shares of common stock are not available upon exercise of the warrants, then the holders will be entitled to receive a number of shares of a new series of preferred stock (which Vie will use its best efforts to
create) less the number of shares of common stock available for issuance upon exercise of the warrants. The new series of preferred stock will have, in the aggregate, rights, privileges and preferences (including without limitation with respect to
dividends, voting and rights upon liquidation or dissolution of Vie) at least as favorable to the holder as our common stock.

We will be required to file a
registration statement, registering the shares issuable upon conversion of the series G preferred stock and exercise of the related warrants within thirty (30) days after receiving a written request by the holder or holders of a majority of the
shares, however we will have no such obligation at any time before we have a sufficient number of authorized shares of common stock to effect the requested registration.

4.SHORT-TERM AND LONG-TERM OBLIGATIONS

Investment by
SOFTBANK and DFJ ePlanet  Subordinated Convertible Notes

On December 30, 2002, we entered into a loan agreement that provided $2.4 million in principal
amount to us and required us to issue notes and warrants to the lenders. The loan agreement was executed by and between Vie and SOFTBANK Capital Partners LP, SOFTBANK Capital Advisors Fund LP and SOFTBANK Capital LP, each a Delaware limited
partnership (SOFTBANK), and Draper Fisher Jurvetson ePlanet Ventures L.P., a Cayman Islands limited partnership, Draper Fisher Jurvetson ePlanet Partners Fund, LLC, a California limited liability company, and Draper Fisher Jurvetson ePlanet Ventures
GmbH & Co. KG, a German partnership (DFJ ePlanet). The lenders are investors in entities that own or control a majority of our outstanding common stock.

10



---

##### Table of Contents

In accordance with the loan agreement, we issued SOFTBANK notes with an aggregate principal loan amount of $1.4 million, and issued notes to
DFJ ePlanet with an aggregate principal loan amount of $1 million. Each Lenders note is due and payable on May 4, 2006 and accrues simple interest at 8% per annum. We may prepay the loan at any time without penalty on 30 days prior written
notice to the lenders. The notes are subordinate and junior in all respects to the promissory note, dated as of May 3, 2002, to RGC International Investors, LDC (RGC) to the extent required by the terms of the RGC note. The lenders may convert all
or any portion of the outstanding loan amount into shares of our common stock at a conversion price of $0.0448 per share.

Additionally, upon our completion of
any issuance and sale of equity securities during the term of the loan, the lenders may convert the outstanding principal amount and accrued and unpaid interest, in whole or in part, into securities of the same class as those issued and sold in such
financing at a conversion price equal to the price paid by the purchasers of such financing. The lenders shall have 30 days from the closing date or written notice of such financing to exercise their conversion rights with respect to the applicable
financing. If the lenders do not exercise their conversion rights within such 30-day period, then those rights will expire.

The conversion prices will be subject
to anti-dilution adjustment in the event of stock dividends, stock splits and combinations, and to broad-based, weightedaverage anti-dilution adjustment with respect to any equity issuance, including warrants, to our vendors, service providers
or sales representatives up to 2% of our outstanding common stock on December 30, 2002. In the event we do not have equity securities available for conversions under the loan agreement, then upon such conversions, the loan will convert, on an
interim basis, into shares of a new series of preferred stock designed to have voting and economic rights substantially equivalent to such unavailable securities. We have committed to use our best efforts to cause our certificate of incorporation to
be amended promptly to permit the loan and such preferred stock to convert into an equivalent number of shares of our common stock.

In connection with the loan
agreement, we also issued warrants to purchase 8,928,571 shares of common stock, which number is equal to $400,000 divided by the exercise price of the warrants. The exercise price of the warrants is initially $0.0448 per share. The exercise price
is subject to anti-dilution adjustments in the event of stock dividends, stock splits and combinations, and to broad-based, weighted-average anti-dilution adjustments with respect to subsequent issuances of common stock at a price per share that is
less than the applicable exercise price. The warrants will expire on December 30, 2005. We recorded the fair value of the warrants, or $342,857, as an initial discount on the notes. We amortized $25,629 of the discount as interest expense and
recorded interest expense of $48,000 at the contractual rate of 8% during the three months ended June 30, 2003. The notes are reflected on the June 30, 2003 consolidated balance sheet net of the remaining unamortized discount of $291,599, plus
accrued interest of $96,000.

Investment by OptiMark Innovations Inc. and Secured Convertible Note

On May 7, 2002, we closed the transactions contemplated by the securities purchase agreement with OptiMark Innovations dated as of February 4, 2002, and as amended. Pursuant to the purchase agreement, we issued
608,707,567 shares of common stock to Innovations in consideration for $7,272,727 in cash, and certain intellectual property and other non-cash assets. In addition, Innovations loaned us $2,727,273 in cash, evidenced by a senior secured convertible
note in favor of Innovations. The note accrues interest at a rate of 7.5% per annum, matures in May 2007, and is convertible at any time into 52,870,757 shares of our common stock, subject to customary anti-dilution adjustments. The note is secured
by a pledge and security agreement pursuant to which Innovations received a blanket lien on our assets, subject to the terms and conditions of the intercreditor, subordination and standstill agreement by and among RGC International Investors, LDC,
Innovations and us.

Since the Innovations note was convertible into shares of our common stock at a rate of $0.05158 per share, and the market price of our
common stock was $0.17 per share on the date of the agreement, we recorded the beneficial conversion feature of the note in accordance with EITF 98-5,Accounting for Convertible Securities with Beneficial Conversion Features
or Contingency Adjustable Conversion Ratios.We recorded the beneficial conversion feature as an initial discount of $2,727,273 on the note, and have amortized $136,364 as interest expense during the three months ended June
30, 2003. Also during the three months ended June 30, 2003, we accrued the contractual interest at a rate of 7.5%, or $51,136, on the Innovations note.

On June 18, 2003, Innovations converted $154,545 of the first year interest payment due and outstanding as of May 7, 2003 into 2,996,229 shares of Vie common stock, and we paid the $50,000 balance of the interest
payment

11



---

##### Table of Contents

in cash. The note is reflected on the June 30, 2003 consolidated balance sheet net of the remaining unamortized discount of $2,101,515, plus the accrued
interest of $17,046.

On April 30, 2002, Innovations agreed to lend us $300,000 to be credited against the purchase price of the common
stock to be purchased by Innovations. Additionally, on April 30, 2002, we agreed to lend OptiMark, Inc., the parent company of Innovations, $200,000 to be credited at the closing against reimbursable expenses we owed to OptiMark, Inc. pursuant to
the securities purchase agreement with Innovations. Each of the notes was satisfied on May 7, 2002 at the closing of the securities purchase agreement with Innovations.

RGC
Bridge Loan and Exchange Agreement  Secured Note

On April 11, 2002, we entered into a securities exchange agreement with RGC International Investors,
LDC (RGC) pursuant to which RGC exchanged its 9% secured convertible note (see Note 8 Exchange of Series F Redeemable Convertible Preferred Stock) for a four-year, 7.5% non-convertible zero-coupon senior secured note in the principal amount of
$4,751,876 and a five-year warrant to purchase 9 million shares of our common stock at an exercise price of $0.0448 per share, subject to customary anti-dilution adjustments. The exchange note is secured by a blanket, first priority lien on our
assets (except for certain intellectual property assets received by us as consideration in the transaction with Innovations). We recorded the fair value of the warrant, or $1,188,000, as an initial discount on the exchange note, and we amortized
$74,250 of the discount as interest expense during the three months ended June 30, 2003. Also during the three months ended June 30, 2003, we recorded contractual interest of $89,098 on the 9% note. During the three months ended June 30, 2002, we
amortized $43,725 of the discount as interest expense and contractual interest expense of $40,477 on the 9% note prior to the exchange, and $52,726 on the 7.5% note after the exchange. The note is reflected on the June 30, 2003 consolidated balance
sheet net of the remaining unamortized discount of $847,275, plus the accrued interest of $409,117.

The exchange agreement allows us to redeem the exchange note
at any time, in whole but not in part, for an amount equal to: 30% of the principal amount thereof plus all accrued and unpaid interest in year one; 53.3% of the principal amount thereof plus all accrued and unpaid interest in year two; 76.6% of the
principal amount thereof plus all accrued and unpaid interest in year three; or 100% of the principal amount thereof plus all accrued and unpaid interest thereafter.

The warrant was immediately exercisable as to 2,250,000 shares of common stock, and becomes exercisable in quarterly installments of 2,250,000 shares each, beginning October 11, 2002. In addition, the warrant becomes immediately exercisable
in full in the event of a change of control of Vie, as such term is defined in the warrant agreement. In no event, however, is RGC entitled to exercise and purchase shares of our common stock in excess of the number of shares of common stock that
would result in RGCs beneficially owning more than 4.9% of our outstanding shares of common stock. On April 15, 2003 and April 16, 2003, RGC exercised warrants to purchase 300,000 and 1,000,000 shares of our common stock, respectively. We
issued an aggregate of 1,300,000 shares of our common stock and received proceeds of $58,240.

Also on April 11, 2002, RGC agreed to lend us up to $250,000,
repayable upon the closing of the securities purchase agreement with Innovations. The loan accrued interest at a rate of 15% and was secured by a blanket, first priority lien on all of our assets. We borrowed the entire $250,000 in April 2002, and
repaid it on May 7, 2002.

5.RELATED PARTY
TRANSACTIONS

Relationship with Innovations

On May 7, 2002, we closed the
transactions contemplated by the securities purchase agreement with Innovations dated as of February 4, 2002, as amended. Pursuant to the purchase agreement, we issued 608,707,567 shares of our common stock to Innovations in consideration for
$7,272,727 in cash, certain intellectual property and other non-cash assets. In addition, Innovations loaned us $2,727,273 in cash, evidenced by a senior secured convertible note in favor of Innovations. The note accrues interest at a rate of 7.5%
per annum, matures in May 2007, and is convertible at any time into 52,870,757 shares of our common stock, subject to customary anti-dilution adjustments. The note is secured by a pledge and security agreement pursuant to which Innovations received
a blanket lien on our assets, subject to the terms and conditions of the intercreditor, subordination and standstill agreement by and among RGC, Innovations and Vie Financial Group. On June 18, 2003, Innovations converted

12



---

##### Table of Contents

$154,545 of the first year interest payment due and outstanding as of May 7, 2003 into 2,996,229 shares of Vie common stock, and we paid the $50,000 balance
of the interest payment in cash.

As of June 30, 2003, Innovations owned approximately 88% of our outstanding shares of common stock. Assuming conversion of the
note issued to Innovations, Innovations would own approximately 89% of our common stock.

Robert J. Warshaw was our interim Chief Executive Officer for the period
May 8, 2002 through October 9, 2002. Mr. Warshaw is also the Chief Executive Officer of OptiMark, Inc. (OptiMark), a stockholder of Innovations and a wholly-owned subsidiary of OptiMark Holdings, Inc. (Holdings), and is paid a base salary and a
guaranteed bonus by OptiMark. We reimbursed OptiMark for the portion of Mr. Warshaws base salary and guaranteed bonus that was attributable to his performance as our acting Chief Executive Officer. From May 8, 2002 through June 30, 2002,
we reimbursed OptiMark $39,317 related to Mr. Warshaws compensation.

In December 2002, we purchased computer equipment and consulting services related
to development of the VWAP trading system software from OptiMark for a total price of $241,126. We also entered into a services agreement with OptiMark on January 1, 2003, whereby we provide office space and certain technology and communications
support personnel to OptiMark, and OptiMark provides to us certain administrative support personnel. We owed a balance of $70,783 to OptiMark for the computer equipment, consulting services and the net amount payable to OptiMark under the services
agreement as of June 30, 2003.

Investors Rights Agreement

On May 7, 2002, we
also entered into an Investors Rights Agreement (the Rights Agreement) with Innovations. Pursuant to the Rights Agreement, Innovations acquired certain rights, including but not limited to: (i) preemptive rights to subscribe to future sales of
our common stock, (ii) registration rights and (iii) the right to designate a number of directors to our board of directors proportionate to Innovations ownership of our common stock. In addition, so long as Innovations holds at least 20% of
our common stock, we have agreed that we will not take certain actions without Innovations prior approval, including, among other things, (i) the issuance of additional common stock (with certain exceptions), (ii) the repurchase or redemption
of our securities, (iii) a merger, consolidation or sale of substantially all of our assets or (iv) engaging in any business other than the business we currently engage in. So long as Innovations has the right to appoint at least one director,
certain actions by our board of directors cannot be taken without the approval of at least one of the directors appointed by Innovations. Such actions include, among other things, making capital expenditures in excess of certain limits, acquisitions
or sales of assets with a value in excess of $50,000 within any fiscal year, incurring debt in excess of $100,000 (with certain exceptions) and repurchasing or redeeming our securities.

Non-Competition Agreement

We executed a non-competition agreement with Innovations and Holdings upon the closing of the
transaction. The parties currently do not compete. This agreement precludes Innovations, OptiMark, Holdings or any entity that they control from competing with us on a worldwide basis in designing, implementing or operating volume-weighted average
pricing trading systems or related services in U.S. and Canadian securities for themselves or any third party. The agreement expires in May 2007.

OptiMarks Control
Over Vies Business Decisions And Board Of Directors

As long as Innovations owns a majority of our outstanding common stock, Innovations will be able to
elect a majority of our board of directors and control the outcome of any other matter submitted to a vote of our stockholders. Such matters could include the composition of our board of directors and, through it, decisions with respect to our
business direction and policies, including the appointment and removal of officers; any determinations with respect to mergers or other business combinations; acquisition or disposition of assets; our capital structure; payment of dividends on our
common stock; and other aspects of our business direction and policies.

In addition, while Innovations owns at least 20% of our common stock, Innovations will
retain certain veto rights over certain corporate decisions affecting us. See the description of the Rights Agreement set forth above.

13



---

##### Table of Contents

Investment by SOFTBANK and DFJ ePlanet

On December 30, 2002,
we entered into a loan agreement that provided $2.4 million in principal amount to us and required us to issue convertible notes and warrants to purchase shares of our common stock. The loan agreement was executed by and between Vie and SOFTBANK
Capital Partners LP, SOFTBANK Capital Advisors Fund LP and SOFTBANK Capital LP, and Draper Fisher Jurvetson ePlanet Ventures L.P., Draper Fisher Jurvetson ePlanet Partners Fund, LLC, and Draper Fisher Jurvetson ePlanet Ventures GmbH & Co. KG.
The lenders are investors in Innovations, which controls a majority of our outstanding common stock. Ronald D. Fisher, the Chairman of our Board of Directors, is also a director of SOFTBANK Corporation, and is the Managing Member of the general
partner in each of the SOFTBANK entities listed above that invested in our convertible notes. Directors designated by the lenders, these entities or their affiliates recused themselves from consideration of the loan agreement and the transaction.
The loan agreement and the terms of the transaction were approved by a majority of disinterested directors.

In accordance with the loan agreement, we issued notes
with an aggregate principal loan amount of $1.4 million to the SOFTBANK entities, and issued notes with an aggregate principal loan amount of $1 million to the DFJ ePlanet entities. Each Lenders note is due and payable on May 4, 2006 and
accrues simple interest at 8% per annum. We may prepay the loan at any time without penalty on 30 days prior written notice to the lenders. The notes are subordinate and junior in all respects to the promissory note, dated as of May 3, 2002, to RGC
to the extent required by the terms of the RGC note. The lenders may convert all or any portion of the outstanding loan amount into shares of our common stock at an initial conversion price of $0.0448 per share, subject to certain adjustments, or on
the same terms as any subsequent financing during the term of the notes.

Separation Agreement with Frederic W. Rittereiser

On April 15, 2002, we entered into a separation agreement with our former Chief Executive Officer, Fredric W. Rittereiser, which became effective on May 7, 2002. As consideration for
Mr. Rittereisers resignation, release of claims and on-going non-solicitation, non-competition and non-disclosure obligations, Mr. Rittereiser received: (i) a $150,000 cash payment, (ii) reimbursement of expenses incurred by
Mr. Rittereiser from January 18, 2002 through May 7, 2002 totaling $6,000 and (iii) 4 million shares of our common stock. According to the terms of the separation agreement, Mr. Rittereiser also received healthcare insurance paid by us
through May 7, 2003.

Consulting Agreement with Arthur J. Bacci

On January 7, 2002,
we entered into a consulting agreement with Mr. Bacci, our former President and Chief Operating Officer, and a former director. In consideration for his services in the negotiation of definitive agreements with Innovations, Mr. Bacci
received a cash payment of $10,000, and payment of his medical coverage through April 1, 2002. Further, on June 13, 2002, we agreed to issue 275,000 shares of our common stock to Mr. Bacci in connection with his services in the Innovations
transaction. We included a charge of $41,250 in professional fees during the three months ended June 30, 2002 related to the issuance of these shares.

6.NET LOSS PER SHARE

Net loss per share is computed in accordance with
SFAS No 128,Earnings per Share. SFAS 128 requires companies to present basic and diluted earnings per share. Basic earnings per share excludes the dilutive effect of outstanding stock options, warrants
and convertible securities, whereas diluted earnings per share includes the effect of such items. The effect of potential common stock is not included in diluted earnings per share for the three- month periods ended June 30, 2003 and 2002 because we
have incurred net losses; therefore, the effect of our dilutive securities is anti-dilutive in those periods.

7.COMPREHENSIVE LOSS

Total comprehensive loss, which includes net
loss, unrealized gains and losses on available-for-sale securities, and foreign currency translation adjustments, amounted to $2,893,252 and $3,414,717, respectively, for the three months ended June 30, 2003 and 2002.



14



---

##### Table of Contents

8.SUBSEQUENT EVENTS

Issuance of Series G Convertible Preferred Stock

On August 11, 2003, we sold an additional 1,620 shares
of our series G convertible preferred stock, par value $0.01, to an existing series G investor for proceeds of $161,980 on the same terms as described in Note 3. The investors also received warrants to purchase an aggregate of 2,024,750 shares of
our common stock at an exercise price of $0.08. The warrants have a three-year term and are fully exercisable six months after their date of issuance.

Employee Severance
Agreements

On May 15, 2003, we announced management pay reductions and an employee furlough program that were instituted as a cost-reduction measure. We ended
the furlough program in July 2003 by terminating each employee that was still in the furlough program on July 31, 2003 and offering each of them three weeks severance pay in exchange for a general release of claims against Vie. As a result of the
furlough program and other personnel changes, we reduced the total number of employees in the company by approximately 20% since the program was announced. We will pay an aggregate amount of approximately $22,900 in severance to these employees
during the three months ending September 30, 2003.

We entered into a separation agreement with Fred S. Weingard, effective July 18, 2003. As consideration for
Mr. Weingards release of claims and certain non-solicitation, non-competition and non-disclosure obligations, Mr. Weingard is entitled to severance payments totaling $110,000, healthcare insurance paid for by us for the three months
ending October 31, 2003, and accelerated vesting with respect to 2,377,764 of the options held by Mr. Weingard. We paid $55,000 of Mr. Weingards severance on July 31, 2003, and we will pay an additional $55,000 in six equal
semi-monthly installments beginning on August 15, 2003. Also in accordance with the agreement, the expiration date of his vested options, totaling 7,133,292, was extended from July 15, 2004 to July 15, 2005. The separation agreement releases us from
claims related to a March 4, 2003 employment agreement with Mr. Weingard, effective May 18, 2002, which entitled him to (i) an annual salary of no less than $220,000 per year; (ii) the potential for discretionary cash bonuses; (iii) a grant of
options to purchase 14,266,584 shares of our common stock under the 2002 Option Plan at an exercise price of $0.08; and (iv) upon termination without cause or his resignation upon constructive termination, accelerated vesting with respect to
1,585,176 of his options, $110,000 in severance pay, and the ability to exercise his vested options for a period of one year after the date of termination.

Reverse Stock
Split

On July 16, 2003 the Board of Directors approved an amendment to the Companys Certificate of Incorporation to effect a one-for-two reverse
stock split, whereby two pre-split shares will be exchanged for one post-split share. The 695,974,817 currently outstanding shares of common stock would be combined into 347,987,409 shares of common stock. In addition, all outstanding shares
of preferred stock, options, warrants and notes convertible for, or entitling their holders to purchase, shares of our common stock, would be adjusted as a result of the proposed reverse stock split, as required by the terms of these securities. The
Board of Directors may, in its discretion, elect to abandon the reverse stock split after its authorization by stockholders at any time prior to the filing of a Certificate of Amendment to the Certificate of Incorporation with the Delaware Secretary
of State.

The reverse stock split, if implemented, would not change the number of authorized shares of common stock as designated by our Certificate of
Incorporation or the par value of our common stock. Therefore, because the number of issued and outstanding shares of our common stock would decrease from approximately 695 million to approximately 348 million, the number of shares remaining
available for issuance under our authorized pool of common stock would materially increase. If the reverse stock split is implemented, approximately 183 million of the 652 million authorized but unissued shares of common stock will be reserved for
issuance pursuant to currently outstanding convertible securities. The balance of the additional authorized shares of common stock will be available for issuance in connection with possible future actions, such as financings, acquisitions of
property and securities of other companies, and other corporate purposes. The Board of Directors will determine whether, when and on what terms the issuance of shares of common stock may be warranted in connection with any of the foregoing
purposes.

The reverse stock split will not affect the par value of our common stock. As a result, if the reverse stock split is implemented, the stated capital on
our balance sheet attributable to common stock will be reduced to one half of its present amount, and the additional paid-in capital account shall be credited with the amount by which the stated

15



---

##### Table of Contents

capital is reduced. The per share net income or loss and net book value of our common stock will be increased after the reverse stock split is implemented
because there will be fewer shares of common stock outstanding. However, prior earnings will be restated on the same basis in future presentations.

Stockholders
will be asked to approve the reverse split at our Annual Meeting of Stockholders on September 18, 2003. If our stockholders approve the reverse stock split, we will set the record date, which shall be no later than December 17, 2003.

16



---

##### Table of Contents

| | ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
| | ------- | -------------------------------------------------------------------------------------

Overview

Vie Financial Group, Inc. was formed as a Delaware corporation in 1994. We provide electronic trading services to institutional investors and broker-dealers. We strive to
remove the human element from the trading and order execution process in order to eliminate information leakage. Our objective is to provide our clients with high-performance electronic trading that is fast, efficient and nearly invisible to the
market.

We conduct our business through the following operating affiliates:

| |  | Vie Securities LLC
| | - | ------------------

| |  | Universal Trading Technologies Corporation (UTTC), and its subsidiary:
| | - | ----------------------------------------------------------------------

| |  | Vie Institutional Services, Inc.
| | - | --------------------------------

Our current product offering consists of volume-weighted average price (VWAP) and
other trade execution services which we provide through our broker-dealer subsidiaries Vie Institutional Services, Inc. and Vie Securities, LLC.

Vie Institutional
Services was formed in February 1999 as a broker-dealer registered with the Philadelphia Stock Exchange and the National Association of Securities Dealers (NASD). Vie Institutional Services provides liquidity for block trades to our buy-side
institutional clients through our VWAP trading products, direct access service, and market-on-close products. We anonymously match customers orders with liquidity from various providers, thereby protecting our client trade information. Since
May 2002, we launched four new trading products including Limit VWAP, Point-to-Point VWAP, Best Efforts VWAP and Market on Close. We operate Vie Institutional Services as an agency broker that matches buy-side institutional orders with other
buy-side or liquidity provider orders. We collect commissions from our customers and pay fees to our liquidity providers on a per share basis.

Vie Securities
began operating in July 2000 as a proprietary trading broker-dealer registered with the Philadelphia Stock Exchange. On September 19, 2002, Vie Securities received approval to operate as a member of the NASD. Through Vie Securities, we operate our
proprietary trading algorithm, which allows us to provide liquidity at the VWAP to our broker-dealer customers, including Vie Institutional Services, and specialized trading firms. Using our trading algorithm, we attempt to achieve the VWAP of the
securities we trade in order to minimize our cost of providing liquidity to our customers. We also collect commissions from our broker-dealer customers on a per share basis.

In May 2003, we began implementing plans to substantially reduce the cost of providing liquidity to our customers, reduce our operating expenses and streamline our corporate structure. We have secured alternative
methods of offering liquidity to our customers with the objective of lowering our variable cost structure, which includes both commissions paid to third party liquidity providers and trading losses resulting from the use of our proprietary trading
algorithm. By lowering these variable costs, we will be able to be more competitive in the pricing we offer our customers, which we believe will facilitate both new account acquisition and increased trading volumes from our existing customers. Our
plan to reduce our operating expenses includes staff reductions related to our employee furlough program, additional planned staff reductions over the next several months, consolidating our current Philadelphia and New York offices, outsourcing a
portion of our technology infrastructure, replacing certain vendor agreements with less expensive alternatives, exploring methods to simplify our corporate structure, disposing of certain assets subject to creditor approval, reducing our current
base compensation structure, and other similar such initiatives. While we believe this plan will enable us to continue operating until we are able to generate sufficient revenues to fund our operations, there is no assurance that the plan will be
successful or that we will continue in the foreseeable future as a going concern.

We are a subsidiary of OptiMark Innovations Inc., a Delaware corporation. On
May 7, 2002, Innovations acquired approximately 88% of our outstanding shares of common stock, and we issued a senior secured convertible note to Innovations for $2,727,273, which is convertible into 52,870,757 shares of our common stock. Assuming
conversion of this note, Innovations would own approximately 89% of our common stock. As long as Innovations owns a majority of our outstanding common stock, Innovations will be able to elect a majority of our board of directors and control the
outcome of any other matter submitted to a vote of our stockholders. Pursuant to an

17



---

##### Table of Contents

Investors Rights Agreement, Innovations has the right to approve certain significant corporate matters such as (i) the issuance of additional shares of
common stock; (ii) the repurchase or redemption of our securities; (iii) a merger, consolidation, or sale of substantially all of our assets; or (iv) our involvement in any business other than our current line of business.

Critical Accounting Policies

Revenue Recognition

Revenues earned during the three months ended June 30, 2003 consist of commissions earned on a per share basis from our customers use of our trading services. Our products are offered directly through our
subsidiaries Vie Institutional Services and Vie Securities. Transactions in securities, including commission revenues and related expenses, are recorded on a trade-date basis.

Stock-Based Compensation

We have elected to apply APB Opinion No. 25 and related interpretations in accounting for stock options issued to
employees. If we had elected to recognize compensation cost based on the fair value of the options granted to directors and employees at the grant date as prescribed by SFAS No. 123, our net loss for the three months ended June 30, 2003 would have
been increased by $973,487.

Results of Operations

For the Three Months Ended June 30, 2003
Compared to the Three Months Ended June 30, 2002

We incurred a net loss from continuing operations totaling $2,893,232, or $0.00 per share, for the three
months ended June 30, 2003, compared to $3,415,025, or $0.01 per share, for the three months ended June 30, 2002. The decrease in net loss is a result of a $356,304 decrease in the loss from operations and an aggregate decrease in non-operating
expenses of $165,489.

Revenues totaled $2,225,360 for the three months ended June 30, 2003, and $253,981 for the three months ended June 30, 2002. The increase
in revenues is primarily a result of an increase in the aggregate number of shares executed on behalf of customers during the three months ended June 30, 2003. Approximately 34%, 13% and 12%, respectively, of the revenues during the three-month
period ended June 30, 2003, were from three customers, and approximately 90% of the revenues during the three-month period ended June 30, 2002 were from transactions with a single customer. The increase in the number of shares traded during the
three months ended June 30, 2003 compared to the same period last year is a result of new customer acquisitions, increased volume from existing customers, and the fact that our business was limited in the last year period while we focused on the May
7, 2002 close of the Innovations transaction and the resulting integration of the technology, marketing, and product strategy.

Salaries and employee benefits
increased 4.5% to $1,283,408 for the three-month period ended June 30, 2003 from $1,227,603 for the three-month period ended June 30, 2002. The increase is primarily due to a $26,173 increase in medical insurance premiums, and $12,000 in sales
commissions recorded during the three months ended June 30, 2003. The current furlough program resulted in a decrease in salaries during the three months ended June 30, 2003, although the temporary salary reduction program that was in place prior to
the closing of the Innovations transaction on May 7, 2002, resulted in similar reductions in the prior year period. During the three-month periods ended June 30, 2003 and 2002, we employed an average of 37 and 38 employees, respectively, including
those participating in the furlough programs.

Professional fees increased 28.5% to $247,728 during the three months ended June 30, 2003 from $192,811 during the
three months ended June 30, 2002. The increase was primarily a result of higher legal fees, partially offset by a decrease in outsourced labor and temporary personnel and a decrease in recruiting expenses. We incurred approximately $165,000 in legal
expenses in the current period, whereas we recorded all of the $296,234 in legal costs during the three months ended June 30, 2002 as a reduction to additional paid-in capital instead of as a component of professional fees, because those fees were
related entirely to the closing of the Innovations transaction. Consulting expenses of $96,833 during the three months ended June 30, 2002 for outsourced labor and temporary personnel working on the development of our trading systems, and recruiting
fees of $41,220 related to the hiring of our chief Executive Officer, were not incurred this year.

18



---

##### Table of Contents

Brokerage, clearing and exchange fees increased to $1,042,207 for the three months ended June 30, 2003 from $185,477 for the three months
ended June 30, 2002. This increase in transaction costs reflects the increase in shares executed on behalf of our customers during the three months ended June 30, 2003 as compared to the three months ended June 30, 2002. We did substantially less
business last year as a result of the focus on the close of the Innovations transaction in May 2002 and preparations for the re-launch of our business at that time. A significant component of brokerage, clearing and exchange fees are the fees we pay
to third parties to provide liquidity for our customers orders. We used a combination of these third party liquidity providers and our trading algorithm to provide liquidity for our customers orders during the three months ended June 30,
2003. Although we have negotiated lower transaction fees with these liquidity providers and with other vendors for clearing and execution services, we have also begun to increase the portion of our order flow we send to our liquidity providers while
we focus on improving our algorithm. As a result, we expect these fees to increase further in future quarters.

Depreciation for the three-month period ended June
30, 2003 decreased 13.0% to $164,057 from $188,468 for the three-month period ended June 30, 2002, primarily as a result of a portion of our assets becoming fully depreciated during the current period. Capital expenditures decreased were $4,978 and
$3,008 for the three months ended June 30, 2003 and 2002, respectively

We recorded a non-cash compensation charge of $720,000 during the three months ended June
30, 2002 for the cost of shares issued to Frederic W. Ritterieser, our former Chief Executive Officer, in connection with his separation agreement on April 15, 2002.

We recorded a loss on principal trading activities of $1,233,825 and $0 during the three months ended June 30, 2003 and 2002, respectively. The increase in the trading loss during the three months ended June 30, 2003 reflects the use of our
trading algorithm to provide liquidity to our customers. We provided liquidity at the VWAP to our customers during the period by using a combination of third-party liquidity providers and our proprietary trading algorithm. The variable cost of
providing this liquidity is reflected in the loss on trading activities and in the fees we pay to the third-party liquidity providers, which is a component of brokerage, clearing and exchange fees on our statement of operations. We realize trading
gains or losses from the difference between the prices we achieve when trading through our algorithm and the prices we guarantee our customers. A combination of factors, including market fluctuations, trading errors and technical and operational
issues, resulted in higher than expected trading losses during the period. In an effort to reduce our cost of providing liquidity, including these trading losses, we began sending a substantial portion of our order flow to third party liquidity
providers in June 2003. We expect to rely primarily on these liquidity provider relationships during the current fiscal year while we continue to improve our algorithm. We did not engage in any principal trading during the three months ended June
30, 2002.

Selling, general and administrative expenses totaled $673,616 and $515,407 for the three months ended June 30, 2003 and 2002, respectively. The 30.7%
increase is primarily a result of an increase in insurance premiums and occupancy expenses, and a gain on the sale of furniture in the prior period. Insurance premiums increased approximately $58,605 or 42% as a result of an increase in rates on the
directors and offers coverage. Occupancy expenses increased $37,031 or 27.2% due to the opening of our office in New York at the end of June 2002. Additionally, included in the selling, general and administrative expenses for the period
last year was a credit of $50,000 for furniture we sold during the three months ended June 30, 2002.

Interest income decreased to $5,488 for the three months
ended June 30, 2003 from $20,301 for the three months ended June 30, 2002, as a result of decreased rates and the lower average cash and cash equivalents balances.

Interest expense of $427,162 for the three months ended June 30, 2003 was comprised primarily of $187,500 related to the secured convertible note that we executed with Innovations on May 7, 2002, $163,348 related to the secured note with RGC,
and $73,629 related to the subordinated convertible notes with the SOFTBANK and DFJ ePlanet entities. Interest expense of $428,723 for the three months ended June 30, 2002 was comprised primarily of $110,565 related to the secured convertible note
that we executed with Innovations, $136,928 related to the secured notes with RGC and $177,419 related to the short-term note with HK Weaver (see Notes to Unaudited Consolidated Financial Statements).

Other expense of $47,793 for the three months ended June 30, 2003 represents a loss on the disposal of computer equipment in our majority-owned subsidiary, Ashton Technology Canada,
Inc. On June 11, 2003, Ashton Canada filed an arbitration claim against the Toronto Stock Exchange for breach of contract under our agreement to introduce a VWAP trading system as a facility of the exchange. Ashton Canada is no longer operational,
has no employees, and currently has the sole objective of focusing on the arbitration claim with the Toronto Stock Exchange. (see Part II, Item 1. Legal Proceedings.)

19



---

##### Table of Contents

Equity in loss of affiliates amounted to $963 and $231,905 for the three-month period ended June 30, 2003 and 2002, respectively. The prior
year amounts represent the write off of our equity investment in Kingsway-ATG Asia, Ltd. ($189,653) and the write-down of our equity investment in Gomez, Inc. ($42,252).

Liquidity and Capital Resources

At June 30, 2003, we had total assets of $2,939,103 compared to $4,600,065 at March 31, 2003. Current assets at June
30, 2003 totaled $1,669,712 and current liabilities from continuing operations were $1,296,673. To date, we have recognized recurring operating losses and have financed our operations primarily through the issuance of equity securities. As of June
30, 2003, we had an accumulated deficit of $99,660,010 and stockholders deficiency of $5,686,281, which raises doubt as to our ability to continue as a going concern. We have developed a plan that we believe will enable us to continue
operating until we are able to generate sufficient revenues to fund our operations.Our primary initiatives include reducing the cost of providing liquidity to our customers, reducing our current
operating expenses and streamlining our corporate structure.

At June 30, 2003, our principal source of liquidity was cash and cash equivalents of $1,186,880 and
receivables from brokers, dealers and other of $357,153, compared to cash and cash equivalents of $2,250,601 and receivables from brokers, dealers and other of $736,306 at March 31, 2003.

Between May 29, 2003 and June 16, 2003, we sold 10,394 shares of our series G convertible preferred stock, par value $0.01, and warrants to purchase an aggregate of 12,992,077 shares of our common stock at an exercise
price of $0.08 to certain investors for gross proceeds of $1,039,366. On August 11, 2003 we sold an additional 1,620 shares of our series G preferred stock and warrants to purchase 2,024,750 shares of our common stock at an exercise price of $0.08
for gross proceeds of $161,980. The series G preferred stock, with respect to dividend rights or rights upon liquidation, ranks junior to all other series of preferred stock andpari passuwith shares
of Vie common stock. Each share of series G preferred stock is convertible at the option of the holder into a number of shares of common stock as is determined by dividing the series G preferred original issue price ($100) by the series G conversion
price, initially $0.05.

We believe we can fund our operating expenses without generating any revenues through September 30, 2003 with our current cash position,
including the proceeds from the series G convertible preferred stock we sold in August 2003. We have developed an operating plan that we believe will allow us to continue operating beyond then, which includes using alternative methods of offering
liquidity to our customers in order to lower our variable cost structure, offering more competitive pricing to our customers to increase order flow, and streamlining our corporate structure. We began implementing aspects of this plan in May 2003,
and expect to realize the benefit of these initiatives over the next six months. While we believe the combination of current cash and receivables, cash flows from operations and cost savings from planned expense reductions should enable us to
continue operating for the foreseeable near term until we are able to grow revenues to a level that is sufficient to fund our operations, there can be no assurance that our plan will be successful or that our operations will continue.

Included in our cash and receivables balances at June 30, 2003 is approximately $1.1 million that was invested in the net capital of our broker-dealer operations. We believe
that planned reductions to our cost structure and the current level of net capital are sufficient to allow us to expand our business as planned and to achieve our targeted revenues, however there is no assurance that we will be able to do so. We
expect to use a portion of our excess net capital to fund our operations, which may limit our broker-dealer business operations. We may therefore be unable to grow and increase revenues at the rate we anticipate, which could adversely affect our
financial condition and operating results.

We continue to seek to raise additional financing which could take the form of equity or debt offerings, spin-offs,
joint ventures, or other collaborative relationships that may require us to issue shares or share revenue. Any such financing strategies would likely impose operating restrictions on us and be dilutive to holders of our common stock, and may not be
available on attractive terms or at all. Further, any additional financing we enter into would be subject to approval by Innovations pursuant to the Investors Rights Agreement. We currently have outstanding convertible securities including
debt, preferred stock, options and warrants, all of which may be dilutive to our stockholders, as more fully described below in Additional Factors That May Affect Future Results.

20



---

##### Table of Contents

Related Party Transactions

We have a number of business
relationships with related parties. For more information with respect to these transactions, see Note 5 to the Consolidated Financial Statements.

Additional Factors That May Affect Future Results

Forward-looking statements in this document and those made from time to time by
members of our senior management are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements concerning the expected future financial results or concerning expected financing,
business plans, product development, as well as other estimates are only estimates, and there can be no assurance that actual results will not materially differ from our expectations. Factors that could cause actual results to differ materially from
results anticipated in forward-looking statements include, but are not limited to, the following:

Risks Related to Our Financial Condition

We may be unable to continue operating as a going concern

We have not realized an
operating profit and have experienced significant net operating losses since our inception in 1994. As of June 30, 2003, we have accumulated losses of approximately $99.7 million. The opinion of our independent auditors on our March 31, 2003
financial statements is subject to a going concern qualification and states that our recurring losses from operations and stockholders deficiency raise substantial doubt about our ability to continue as a going concern. In May
2003, we began to reduce the cost of providing liquidity to our customers, reduce our operating expenses and streamline our corporate structure. While we believe our operating plan will enable us to fund our operations using our current cash on hand
until we are able to generate sufficient revenues to fund our operations, there is no assurance that the plan will be successful. If we are unable to attain profitability or obtain additional funding in the near term, we may be unable to continue
operating.

The going concern opinionfrom our independent auditors could make it difficult for us to maintain
our existing customers and to gain new customers

The opinion of our independent auditors on our March 31, 2003 financial statements is subject to a
going concern qualification and states that our recurring losses from operations and stockholders deficiency raise substantial doubt about our ability to continue as a going concern. Our existing customers may be unwilling to
continue to do business with a company the financial statements of which are subject to a going concern qualification. Potential new customers may also be unwilling to even discuss doing business with a company the financial statements of which are
subject to a going concern qualification. For these reasons, the going concern qualification may have a material adverse effect on our existing business and overall prospects for the future.

Most of our revenues were derived from only a few customers

Although our revenues have historically been concentrated among a
small number of customers, our customer mix is susceptible to frequent change. Approximately 58% of the revenues earned during the three months ended June 30, 2003 were from transactions with three customers. We can give no assurance that any of
these customers will continue to do business with us, or that we will successfully obtain additional customers. Our arrangements with customers are not contractual, so our customers are free to trade with multiple service providers. Our future
success will depend on continued growth in demand for our electronic trade execution services, and our ability to maintain customers. Further, if we are unable to achieve and maintain a diversified customer base, then the loss of individual
customers may materially and adversely affect our business, financial condition and operating results.

Our business is highly volatile and our quarterly results may fluctuate
significantly

During the past year, the financial markets in the US have experienced increased volatility and many worldwide financial indices have continued
to decline. The demand for our trade execution services is directly affected by factors such as economic and political conditions that may lead to decreased trading activity and prices in

21



---

##### Table of Contents

the securities markets generally. The future economic environment may be subject to periodic economic downturns, such as recessions, which could also result
in reduced trading volumes and prices, and could materially harm our business, financial condition and operating results. Additionally, these economic factors have resulted in intense price competition in the trade execution business. We expect to
experience decreasing margins on our guaranteed VWAP business as this competition continues to increase. Any decline in securities trading volumes, market liquidity and the resulting compression of commission rates could have a material adverse
effect on our operating results.

Problems in our relationships with third parties could have an adverse effect on our business and our operating results

We place substantial reliance on our relationships with third parties including liquidity providers, clearing agents, exchanges and other financial intermediaries. Any
disagreements with or disruptions in service from these third parties could have a material adverse effect on our business and operating results. We are also exposed to credit risk from third parties that owe us money, securities, or other
obligations. Any failure by these third parties to discharge adequately their obligations in a timely manner or any event adversely affecting these third parties could have a material adverse effect on our financial condition and results of
operations.

We are subject to net capital requirements that could limit our operations

A significant operating loss or any unusually large charge against our net capital could adversely affect our ability to expand as planned or to maintain our present levels of business, which could have a material adverse effect on our
operating results. The SEC and the NASD have strict rules that require each of our broker-dealer affiliates to maintain sufficient net capital. If we fail to maintain the required net capital, the SEC or the NASD may impose sanctions, including
suspending or revoking our broker-dealers registrations or memberships. Also, a change in the net capital rules, the imposition of new rules, a change in interpretation of the rules, or any unusually large charge against our net capital could
limit our operations. In addition, the net capital requirements limit our ability to transfer funds from our broker-dealer affiliates to the parent company, which may affect our ability to repay our debts or fund our operations.

We may be subject to lawsuits that could seriously harm our operating results and financial condition

We may be subject to claims as a result of one or more legal matters, as more fully described in Legal Proceedings in Part II, Item 1. Any of these matters could give rise to claims or litigation that could subject us to liability
for damages. We have limited liquidity and financial resources to satisfy any such claims. Moreover, any lawsuits, regardless of their merits, could be time-consuming, require us to incur significant legal expenses and divert management time and
attention.

We may need additional financing to fund our operations and strategic initiatives

We believe that our cash position should be sufficient to allow us to continue to operate until we are able to generate sufficient revenues to fund our operations. Our cash position as of June 30, 2003 was $1,186,880
and receivables from brokers, dealers and other was $357,153. Included in our cash and receivables balances was approximately $1.1 million which was invested in the net capital of our broker-dealer operations. We believe the current level of net
capital is sufficient to allow us to expand our business as planned and to achieve our targeted revenues. We expect to use a portion of our excess net capital to fund our operations, which may limit our broker-dealer business operations. We may
therefore be unable to grow and increase revenues at the rate we anticipate, which could adversely affect our financial condition and operating results.

We are
seeking to raise additional financing which may take the form of equity or debt offerings, spin-offs, joint ventures, or other collaborative relationships that may require us to issue shares or share revenue. These financing strategies would likely
impose operating restrictions on us and be dilutive to holders of our common stock, and may not be available on attractive terms or at all. Further, any additional financing we enter into would be subject to approval by Innovations pursuant to the
Investors Rights Agreement.

22



---

##### Table of Contents

Risks Related to Your Investment in Our Common Stock

Sales of our shares by Innovations and other stockholders may depress our stock price

Our principal stockholder, Innovations owns 611,703,796 shares of
our common stock and has rights to acquire an additional 52,870,757 shares upon conversion of a note. Pursuant to an agreement with Innovations, we may be obligated to register the resale of these shares of common stock under certain conditions.
SOFTBANK and DFJ ePlanet also have rights to acquire 53,571,429 shares of our common stock upon conversion of notes and an additional 8,928,571 shares of our common stock upon exercise of warrants. In addition, we have certain contractual
obligations to register the resale of additional shares of common stock owned by other stockholders. The future public sale of our common stock by Innovations and other stockholders that may control blocks of our common stock, and the conversion of
our derivative securities and public sale of the common stock underlying these derivative securities, could dilute our common stock and depress its market value. These factors could also make it more difficult for us to raise funds through future
offerings of common stock.

If we issue additional shares of our common stock upon the exercise of options or warrants or the conversion of our convertible note, or if we raise
additional capital through the issuance of new securities, you will incur dilution and our stock price may decline

Innovations currently holds a note that
entitles it to acquire an additional 52,870,757 shares of common stock upon conversion of the note, and SOFTBANK and DFJ ePlanet hold notes that entitle them to acquire an aggregate of 53,571,429 shares upon conversion of their notes. In addition,
as of June 30, 2003, we have outstanding options and warrants that may be exercised for an aggregate of 223,543,448 shares of common stock. If Innovations, SOFTBANK or DFJ exercise their conversion rights to acquire shares of common stock, our
option and warrant holders exercise their securities, or if we raise additional capital through the issuance of new securities, the number of outstanding shares of our common stock will increase. To the extent that the number of outstanding shares
of our common stock increases without a corresponding increase in the number of shares of common stock that you hold, you will incur dilution.

We will not pay common stock
dividends in the foreseeable future

You will not receive payment of any dividends in the foreseeable future and the return on your investment may be lower
than anticipated. We have never paid or declared any cash dividends upon our common stock, nor do we intend to. Our board of directors has discretion to declare cash dividends on our common stock and on our Series B preferred stock. While there are
no contractual limitations on our ability to pay cash dividends on our common stock, based on our present financial status and contemplated future financial requirements, we do not anticipate declaring any cash dividends on the common stock. In
determining whether to pay dividends, our board of directors considers many factors, including our earnings, capital requirements and financial condition.

Risks Related to Our Management

Recent board and senior management changes will impact our business direction

Our future success depends upon the experience, skills and working relationship of our new board and management team. Since May 7, 2002, we experienced a complete change in the members of our board of
directors and a substantial change in the member of our management team. On October 9, 2002, we hired Dean Stamos to be our new Chief Executive Officer. We also have a new non-executive Chairman of our board, a new President and Chief Operating
Officer, and a new Chief Financial Officer. The near-term success of our business will depend on the successful integration and reputation of these new members of our management team. The longer-term success of our operations will depend in large
part upon the hiring and retention of key personnel, which may require, among other things, execution of acceptable employment agreements with these individuals. Our ability to operate successfully may be jeopardized if we are unable to attract and
retain skilled management and personnel to conduct our business.

Sales or grants of stock to our employees and key individuals will reduce your ownership
percentage

We seek to attract and retain officers, directors, employees and other key individuals in part by offering them stock options and other rights to
purchase shares of common stock. The exercise of these options, the grant of additional options, and the exercise thereof, could have a dilutive effect on our existing stockholders and may adversely affect the market price of our common stock. The
exercise of options granted under our stock option plans

23



---

##### Table of Contents

will reduce the percentage ownership of our then-existing stockholders. We have reserved 190,221,115 shares of common stock for issuance pursuant to our 2002
Option Plan, 6,450,000 shares of common stock for issuance pursuant to our 1998 Stock Option Plan, 2,550,000 shares of common stock for issuance pursuant to our 1999 Stock Option Plan and 3,000,000 shares of common stock for issuance pursuant to our
2000 Incentive Plan.

Our principal stockholder exercises control over all matters submitted to a vote of stockholders and may not act in the interests of our other
stockholders

Our principal stockholder, Innovations, owns 611,703,796 shares of our common stock and has rights to acquire an additional 52,870,757 upon
conversion of a note. Innovations holdings represent approximately 88%of our outstanding capital stock, and approximately 89% of our outstanding common stock assuming conversion of the
convertible note. As long as Innovations owns a majority of our outstanding common stock, Innovations will be able to elect a majority of our board of directors and control the outcome of any other matter submitted to a vote of our stockholders.
Such matters could include:

| |  | the composition of our board of directors and, through it, decisions with respect to our business direction and policies, including the appointment and removal of officers;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | any determinations with respect to mergers or other business combinations;
| | - | --------------------------------------------------------------------------

| |  | acquisition or disposition of assets;
| | - | -------------------------------------

| |  | our capital structure;
| | - | ----------------------

| |  | payment of dividends on our common stock; and
| | - | ---------------------------------------------

| |  | other aspects of our business direction and policies.
| | - | -----------------------------------------------------

As a result of Innovations control, potential acquirers
may be discouraged from seeking to acquire control through the purchase of our common stock, which could have a depressive effect on the price of our securities and will make it less likely that stockholders receive a premium for their shares as a
result of any such attempt.

In addition, as long as Innovations owns at least 20% of our common stock, Innovations will retain control over certain corporate
decisions affecting us, including:

| |  | the issuance of shares of our common stock (with certain exceptions);
| | - | ---------------------------------------------------------------------

| |  | the repurchase or redemption of our securities;
| | - | -----------------------------------------------

| |  | a merger, consolidation or sale of substantially all of our assets; and
| | - | -----------------------------------------------------------------------

| |  | any changes in our business direction.
| | - | --------------------------------------

As disclosed in a Schedule 13D filed by OptiMark Holdings, Inc. on May 17,
2002, OptiMark, Inc., a subsidiary of OptiMark Holdings, Inc., and the other stockholders of Innovations have entered into an agreement whereby the parties agreed to use their best efforts to consummate a merger of Innovations with and into Vie
Financial Group. Pursuant to the agreement, upon consummation of the merger, each stockholder of Innovations would receive the number of shares of our common stock proportionate to such stockholders interest in Innovations prior to the merger.
The agreement contemplates that the merger shall take place any time after December 31, 2003, but not later than December 31, 2008.

Risks Related to Our
Operations

Our growth may place strains on our managerial, operational and financial resources

Our business is characterized by rapid technological change, changing customer demands and evolving industry standards. Our future success depends, in part, on how we respond to these demands. These demands
will

24



---

##### Table of Contents

require us to introduce new products and services, enhance existing products and services and adapt our technology in a timely fashion. There can be no
assurance that we will be capable of introducing new products and services, enhancing products and services or adapting our technology.

Our current trading,
communications and information systems have been designed to perform within finite capacity parameters. Although we believe we can accommodate a substantial increase in activity, our growth may require implementation of new and improved trading,
communications and information systems. There can be no assurance that a significant increase in trading volumes or the introduction of new or multiple products will not result in systems failures or have a material adverse effect on our operating
results.

Our trading activities expose our capital to potential losses

We engage
in securities trading activities, predominantly through our subsidiary Vie Securities acting as principal. These activities include the purchase, sale or short sale of securities and derivative securities for our own account in order to provide
liquidity to our customers at the VWAP. We guarantee our customers the VWAP for specified intervals of time at the time customer orders are executed, or at the beginning of the intervals. We then trade the orders through our proprietary trading
algorithm with the intention of achieving the same price we have guaranteed the customer. We realize trading gains or losses to the extent of the difference between the prices we achieve and the prices we guaranteed our customers. These activities
are subject to a number of risks including price fluctuations, rapid changes in the liquidity of markets, and trading errors, all of which subjects our capital and our financial condition to substantial risks on a daily basis.

Our compliance and risk management methods might not be fully effective in reducing our exposure to losses

There can be no assurance that our risk management and compliance procedures will be adequate or effective to detect and deter compliance systems failures. Nor can we assure you that we will be able to manage our systems, technology and
regulatory compliance growth successfully. Our inability to do so could have a material adverse effect on our business and our financial condition. The scope of procedures for assuring compliance with applicable rules and regulations has changed as
the size and complexity of our business has increased. We plan to continue to revise formal compliance procedures for the proprietary trading system we are operating through our subsidiary Vie Securities.

Our brokerage operations expose us to liability for errors in handling customer orders

Errors in performing clearing
services or execution services, including clerical and other errors related to the handling customer orders could lead to regulatory sanctions and civil penalties imposed by applicable authorities as well as potential trading losses and potential
liability resulting from lawsuits brought by customers or others. We provide execution services to each of our trading system customers and execute orders on behalf of each of our broker-dealer affiliates. In conjunction with our clearing brokers,
we provide clearing services, which include the confirmation, receipt, settlement and delivery functions, involved in securities transactions.

Our clearing agents may fail to
provide our customers or us with accurate information about securities transactions

We rely on our clearing brokers to discharge their obligations to our
customers and us on a timely basis. If they fail to do so, our trading operations may suffer. Our trading and information systems are coordinated with the clearing and information systems of our clearing brokers. We rely on these systems to furnish
us with certain information necessary to run our business, including transaction summaries, data feeds for compliance and risk management, execution reports and trade confirmations. These systems may experience systems failure, interruptions,
capacity constraints, or other errors.

Conditions beyond our control could adversely affect our business and operating results

Our business and operating results are very dependent upon equity trading volumes. Many conditions beyond our control can adversely effect such trading volumes, including national and international
economic, political and market conditions, investor sentiment, the availability of funding and capital, the level and volatility of interest rates, legislative and regulatory changes, inflation, and similar broad trends. With reduced trading
volumes, we may expect to receive fewer transactions and thus earn fewer commissions from our broker-dealer operations.

25



---

##### Table of Contents

Risks Related to Our Technology and Products

We are
dependent on new and existing transaction products to generate revenues

Our future revenues will depend primarily on the volume of securities traded on our
systems and generated by our transaction-related products. The success of these systems and products is heavily dependent upon their acceptance by broker-dealers, institutional investors and other market participants. Failure to obtain such
acceptance could result in lower volumes and a lack of liquidity in these systems and products. While we continue to solicit customers to use our systems and products, there can be no assurance that we will attract a sufficient number of such
customers.

We may receive a substantial portion of our order flow through electronic communications gateways, including a variety of computer-to-computer
interfaces and the Internet. Our electronic brokerage services involve alternative forms of order execution. Accordingly, substantial marketing, sales efforts and strategic relationships may be necessary to educate and acquire prospective customers
regarding our electronic brokerage services and products. There can be no assurance that our marketing, sales efforts and strategic initiatives will be successful in educating and attracting new customers.

If any of our computer and communications systems fail, our business will be adversely affected

Any computer or
communications system failure or decrease in computer systems performance that causes interruptions in our operations could have a material adverse effect on our business, financial condition and operating results. We currently do not provide our
customers with backup trading systems or complete disaster recovery systems.

Our trading systems and proprietary trading activities depend on the integrity and
performance of the computer and communications systems supporting them. Extraordinary trading volumes or other events could cause our computer systems to operate at an unacceptably low speed or even fail. We cannot assure you that our network
protections will work. Any significant degradation or failure of our computer systems or any other systems in the trading process could cause customers to suffer delays or errors in trading. These problems could cause substantial losses for
customers and could subject us to claims from customers.

Software bugs, errors and malfunctions may expose us to losses

Complex software such as ours often contains undetected errors, defects or imperfections. These bugs could result in service interruptions or other problems for us and our customers.
Despite rigorous testing, the software used in our products could still be subject to various risks associated with systems errors, malfunctions and employee errors. In addition, because our products often work with software developed by others,
including vendors and customers, bugs in others software could damage the marketability and reputation of our products. Given the competitive environment for electronic equity trading execution, investors could elect to use our
competitors products on a temporary or permanent basis to complete their trades. Prolonged service interruptions resulting from natural disasters could also result in decreased trading volumes and the loss of customers. Problems regarding our
VWAP trading algorithms, which we use to provide proprietary trading commitments, could result in material tracking errors and in significant proprietary trading losses.

Our
networks may be vulnerable to security breaches

Our networks may be vulnerable to unauthorized access, computer viruses and other security problems. Persons
who circumvent security measures could wrongfully use our confidential information or our customers confidential information or cause interruptions or malfunctions in our operations. The secure transmission of confidential information over
public networks is a critical element of our operations. We have not in the past experienced network security problems. We may be required to expend significant additional resources to protect against the threat of security breaches or to alleviate
problems caused by any breaches. We can provide no assurance that our current or future security measures will protect against all security risks in the future.

26



---

##### Table of Contents

We may not receive accurate and timely financial data from our third-party suppliers, which may cause us to lose customers and be subject to litigation

We receive consolidated New York Stock Exchange listed trading information, including real-time quotes, last sale reporting, volume and price information and
error reports from a number of third parties, including the New York Stock Exchange, the Consolidated Tape Association and the Securities Industry Automation Corporation. We then calculate the volume weighted average price information for the listed
securities traded in our systems and distribute this information to our customers. We also use this information for pricing matched orders executed in our systems.

If these suppliers fail to supply accurate or timely information, our customers may develop an adverse perception of our trading systems and cease doing business with us. We may also be subject to claims for negligence or other theories based
on the nature and content of information we provide our customers. Any liability arising from third party supplied data could have a material adverse effect on our financial condition and operating results.

Our competitive position may be adversely affected by others unauthorized use of our intellectual property

Although
we believe our services and products do not infringe on the intellectual property rights of others, there can be no assurance that third parties will not assert infringement claims against us in the future. Our competitive position may also be
adversely affected by the unauthorized use of our proprietary information. Any such assertions by third parties could result in costly litigation, in which we may not prevail. Also, in such event, we may be unable to license any patents or other
intellectual property rights from third parties on commercially reasonable terms, if at all. Litigation, regardless of its outcome, could also result in substantial cost and diversion of our already limited resources. Any infringement claims or
other litigation against us could materially impact our operating results and financial condition.

We regard our products and the research and development that
went into developing them as our property. Unauthorized third parties could copy or reverse engineer certain portions of our products or obtain or use information that we regard as proprietary. In addition, our trade secrets could become known to or
be independently developed by our competitors. We rely primarily on a combination of trademark and trade secret protection, employee and third party confidentiality and non-disclosure agreements, license agreements, and other intellectual property
protection methods to protect these property rights. However, we have not received any patent awards, nor have we filed for federal copyright protection relating to current product lines.

Risks Related to Our Industry

We are subject to risks associated with the securities industry generally

The securities business is subject to various risks, including customer default, employees misconduct, errors and omissions by traders and order takers, and litigation. These
risks are often difficult to detect beforehand or to deter. Losses associated with these risks could have a material adverse effect on our business, financial condition and operating results.

We derive most of our revenue from trading in existing equity securities, including most of the securities in the S&P 500, Russell 1000, and Nasdaq 100 indices. Any reduction in revenues resulting from a decline in
the secondary market trading volume for these equity securities could have a material adverse effect on our business and operating results. Additionally, further declines in cash flows into the U.S. equity markets or a slowdown in equity trading
activity by broker-dealers and other institutional investors may have an adverse effect on the securities markets generally, and could result in lower revenues from our trading systems.

Our business could be adversely affected by extensive government regulation

The regulatory environment in which we operate
is subject to change. New or revised legislation or regulations imposed by the SEC, other United States or foreign governmental regulatory authorities, self-regulatory organizations or the NASD could have a material adverse effect on our business.
Changes in the interpretation or enforcement of existing laws and rules by these governmental authorities, self-regulatory organizations and the NASD could also have a material adverse effect on our business, financial condition and operating
results. The SEC,

27



---

##### Table of Contents

the NASD, other self-regulatory organizations and state securities commissions require strict compliance with their rules and regulations.

Failure to comply with any of these laws, rules or regulations could result in adverse consequences. An adverse ruling against us and/or our officers and other employees could
result in us and/or our officers and other employees being required to pay a substantial fine or settlement and could result in suspension or expulsion. This could have a material adverse effect on our business and results of operations.

Additional regulation, changes in existing laws and rules, or changes in interpretations or enforcement of existing laws and rules often directly affect securities firms. We
cannot predict what effect any such changes might have. Our business, financial condition and operating results may be materially affected by both regulations that are directly applicable to us and regulations of general application. Our levels of
trading system activity and proprietary trading can be affected not only by such legislation or regulations of general applicability, but also by industry-specific legislation or regulations.

Our industry is highly competitive

We face competition from traditional broker-dealers, proprietary trading firms, and
alternative trading systems offering similar trade execution services, including companies such as Investment Technology Group, Instinet, Bloomberg and LiquidNet. The marketplace for VWAP execution products and services has become highly competitive
with the increasing customer demand for VWAP executions. Customers demand guaranteed VWAP pricing, confidentiality, and competitive commission rates. Recently, our key customer mix is susceptible to constant change as a result of customers
sensitivity to commission rates and willingness to engage multiple VWAP service providers. As our customer relationships are not contractual, there is no guarantee that our customers will continue to do business with us. Because our customer base
has historically been concentrated among a few firms, there is no guarantee that the loss of individual firms will not have a material adverse effect on our business, results of operations or financial condition.

We believe the factors that distinguish our products from those of our competitors include high fill rates, minimal market impact, anonymity, quality of trade execution and pricing,
and client service. Although we feel our products offer benefits over those of our competitors, there is no assurance that our products will adequately address all the competitive criteria in a manner that results in a competitive advantage.

Many of our competitors have substantially greater financial, research, development, sales, marketing and other resources than we have and many of their products
have established operating histories. While we believe that our products and services offer certain competitive advantages, our ability to maintain these advantages will require continued investment in product development, additional marketing, and
customer support activities. We may not have sufficient resources to continue to make these investments, while our competitors may continue to devote significantly more resources to their services.

28



---

##### Table of Contents

| | ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
| | ------- | ----------------------------------------------------------

We use various management tools to monitor our
exposure to market risks. Our exposure to market risk has not changed materially from that described in our Annual Report on Form 10-K, as amended, for thefiscal year ended March 31,
2003.For a further discussion of our market risks and risk management policy, refer toItem 7AQuantitative and Qualitative
Disclosure About Market Riskof our Annual Report on Form 10-K, as amended, for the fiscal year ended March 31, 2003.

| | ITEM 4. | CONTROLS AND PROCEDURES
| | ------- | -----------------------

(a)   Within 90 days prior to the date of the filing of this report, our
Chief Executive Officer and Chief Financial Officer reviewed and evaluated the effectiveness of the design and operation of our disclosure controls and procedures, with the participation of our management.Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the Securities and Exchange Commissions rules and forms. Based on their evaluation, our Chief Executive Officer and Chief Financial Officer have each 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.

(b)   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
| | ------- | -----------------

In May 2003, a former employee and a current employee filed separate claims against us with
the U.S. Department of Labor/ Occupational Safety & Health Administration (DOL). The claims both allege employment practice issues under the Sarbanes-Oxley Act of 2002. On June 12, 2003, we responded to both claims and denied all allegations.
Under the Sarbanes-Oxley Act, claimants can file a civil suit after exhausting administrative remedies before the DOL. Although we believe the allegations are without merit, the outcome of the administrative and court proceeding, if filed, is
uncertain. We do not expect a material adverse impact on our financial condition and results of operations as a result of these claims.

On June 7, 2000, our
subsidiary, Ashton Canada, entered into a written agreement with the Toronto Stock Exchange Inc. for the integration of Ashton Canadas eVWAP trade match software, equipment and communications facilities with the Toronto Stock Exchanges
continuous auction market for securities. After Ashton Canada had designed and implemented the eVWAP software and assisted the Toronto Stock Exchange in securing all necessary approvals of the Ontario Securities Commission, the Toronto Stock
Exchange, without proper justification or excuse, suspended the integration of eVWAP. Thereafter, following failure by the parties to resolve this matter, on June 11, 2003, Ashton Canada filed an arbitration claim against the Toronto Stock Exchange
seeking damages of US $30 million for breach of contract, interest in the amount for a period as may be determined by the arbitrator, and costs of the arbitration. The arbitration was filed under the Ontario Arbitrations Act. The outcome of Ashton
Canadas claims is uncertain at this time.

On May 20, 2002, Finova added us as a defendant in the case Finova Capital Corporation v. OptiMark Technologies,
Inc., OptiMark, Inc and OptiMark Holdings, Inc., Docket No.: HUD-L-3884-01, Superior Court of New Jersey-Hudson County. Finova asserted claims arising out of an equipment lease agreement pursuant to which Finova alleged that OptiMark Technologies,
Inc (now known as OptiMark US Equities, Inc.) agreed to lease certain equipment from Finova. Finova made claims in unspecified amounts exceeding $6 million (plus interest, late charges, litigation costs and expenses) for, among other things,
fraudulent conveyance of certain assets comprised, at

29



---

##### Table of Contents

least in part, of the intellectual property and non-cash assets acquired by us from Innovations on May 7, 2002. Pursuant to an indemnification agreement,
OptiMark US Equities, Inc. will indemnify Vie from any claims relating to the alleged fraudulent conveyance. The parties entered into a settlement agreement and mutual release, effective as of June 19, 2003, whereby OptiMark Technologies, Inc.,
OptiMark, Inc., OptiMark Holdings, Inc. and OptiMark US Equities, Inc. (the OptiMark Payees) agreed to pay Finova $1,000,000 over three installment payments. In accordance with the agreement, we and our parent, OptiMark Innovations Inc., are not
required to make any cash contribution or otherwise to the settlement and are unconditionally released from any claims by Finova once the OptiMark Payees have paid Finova the first $200,000 installment. Thereafter, Finovas sole remedy under
the agreement would be to enter judgment only against the OptiMark Payees by way of a Consent Judgment. The first installment was paid on July 28, 2003, thus, we and OptiMark Innovations are relieved of any future liability related to this matter.
Additionally, related to the first installment having been paid, a Stipulation of Dismissal with Prejudice executed by the parties was filed with and accepted by the Court on August 1, 2003.

| | ITEM 2. | CHANGES IN SECURITIES AND USE OF PROCEEDS
| | ------- | -----------------------------------------

Between May 29, 2003 and June 16, 2003, we sold 10,394 shares of our
series G convertible preferred stock, par value $0.01, to certain investors for gross proceeds of $1,039,366 in a private placement pursuant to Section 4(2) of the Securities Act of 1933.The proceeds
from this transaction will be used to fund our operations. For more information on this transaction, please see Note 3 to the Consolidated Financial Statements.

On April 15, 2003 and April 16, 2003, RGC International Investors, LDC exercised warrants to purchase 300,000 and 1,000,000 shares of our common stock, respectively. We issued an aggregate of 1,300,000 shares of our common stock and received
gross proceeds of $58,240. See Note 4 to the Consolidated Financial Statements.

| | ITEM 6. | EXHIBITS AND REPORTS ON FORM 8-K
| | ------- | --------------------------------

(A)Exhibits



|Exhibit # | Description*                                                                                      
|--------- | --------------------------------------------------------------------------------------------------
|          |                                                                                                   
|          |                                                                                                   
|31.1      | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|          |                                                                                                   
|31.2      | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|          |                                                                                                   
|32.1      | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|          |                                                                                                   
|32.2      | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|          |                                                                                                   

(B)Reports on Form 8-K

We filed a Current Report on Form 8-K on May 19, 2003, on which we
reported under Item 5, Other Events, that Vie issued a press release announcing certain operational cost reductions and the naming of Daniel Nole as the Companys new Chief Operating Officer.

30



---

##### Table of Contents

SIGNATURES

In accordance with the requirements of the Securities Exchange Act, the registrant caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



|                      |  |     | Vie Financial Group, Inc.          
|--------------------- |  | --- | -----------------------------------
|                      |  |     |                                    
|                      |  |     | (Registrant)                       
|Date: August 14, 2003 |  | By: | /s/ JAMESS.PAK                     
|                      |  |     |                                    
|                      |  |     | James S. PakChief Financial Officer



31