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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the period ended September 30, 2002
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to _____
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Commission File Number: 001-11747
VIE FINANCIAL GROUP, INC.
(formerly The Ashton Technology Group, Inc.)
Delaware 22-6650372
(State of incorporation) (I.R.S. Employer
Identification No.)
1835 MARKET STREET, SUITE 420
PHILADELPHIA, 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____
---
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 691,674,817
(Title of Class) (No. of shares as
of November 14, 2002)
VIE FINANCIAL GROUP, INC.
INDEX
PART I - FINANCIAL INFORMATION PAGE
Item 1. Financial Statements
Consolidated Balance Sheets -
September 30, 2002 (Unaudited) and March 31, 2002 .................... 4
Consolidated Statements of Operations (Unaudited)-
For the Three and Six Months Ended September 30, 2002 and 2001 ....... 5
Consolidated Statements of Cash Flows (Unaudited)-
For the Six Months Ended September 30, 2002 and 2001 ................. 6
Notes to Consolidated Financial Statements ........................... 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations .................................................. 16
Additional Factors that may Affect Future Results ...................... 21
Item 3. Quantitative and Qualitative Disclosures about Market Risk ............. 29
Item 4. Controls and Procedures ................................................ 29
PART II - OTHER INFORMATION
Item 1. Legal Proceedings ...................................................... 29
Item 2. Changes in Securities and Use of Proceeds .............................. 30
Item 3. Defaults Upon Senior Securities ........................................ 30
Item 4. Submission of Matters to a Vote of Security Holders .................... 30
Item 5. Other Information ...................................................... 30
Item 6. Exhibits and Reports on Form 8-K ....................................... 31
Signatures ...................................................................... 32
Certifications .................................................................. 33
2
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:
.. availability, terms and deployment of capital;
.. our ability to become profitable;
.. our ability to develop markets for our products;
.. our dependence on proprietary technology;
.. fluctuations in securities trading volumes, prices and market liquidity;
.. our ability to develop intended future products;
.. our dependence on arrangements with self-regulatory organizations;
.. technological changes and costs of technology;
.. industry trends;
.. competition;
.. changes in business strategy or development plans;
.. availability of qualified personnel;
.. changes in government regulation;
.. general economic and business conditions; and
.. other risk factors referred to in this Form 10-Q under the heading
"Additional Factors That May Affect Future 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
ITEM 1. FINANCIAL STATEMENTS
VIE FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
September 30, March 31,
2002 2002
(Unaudited) (Audited)
------------ ------------
Assets
Cash and cash equivalents .............................................. $ 4,387,051 $ 635,087
Accounts receivable .................................................... -- 4,798
Prepaid expenses and other current assets .............................. 390,524 144,025
------------ ------------
Total current assets .......................................... 4,777,575 783,910
Property and equipment, net of accumulated depreciation ................ 1,157,717 1,515,430
Exchange memberships ................................................... 159,752 159,752
Investments in and advances to affiliates .............................. -- 224,757
Other assets ........................................................... 127,098 102,782
------------ ------------
Total assets ...................................................... $ 6,222,142 $ 2,786,631
============ ============
Liabilities and Stockholders' Equity (Deficiency)
Accounts payable and accrued expenses .................................. $ 1,286,723 $ 1,935,926
Net liabilities of discontinued operations ............................. 60,675 59,956
Short-term note, net of discount ....................................... -- 322,581
------------ ------------
Total current liabilities ......................................... 1,347,398 2,318,463
Secured note ........................................................... 3,823,675 --
Secured convertible note ............................................... 298,065 4,711,400
Other liabilities ...................................................... 83,590 41,044
------------ ------------
Total liabilities ............................................. 5,552,728 7,070,907
Commitments and contingencies
Preferred Stock - shares authorized: 3,000,000
590,000 shares designated as Series B - (liquidation preference equals
$240,000); shares issued and outstanding; 24,000 .................. 240,000 240,000
Common stock - par value: $.01; shares authorized: 1,000,000,000; shares
issued and outstanding; 691,674,817 and 68,282,250 ..................... 6,916,749 682,823
Additional paid-in capital ............................................. 85,014,813 79,217,625
Accumulated deficit .................................................... (91,492,253) (84,414,829)
Accumulated other comprehensive loss ................................... (9,895) (9,895)
------------ ------------
Total stockholders' equity (deficiency) ........................... 669,414 (4,284,276)
------------ ------------
Total liabilities and stockholders' equity (deficiency) ........... $ 6,222,142 $ 2,786,631
============ ============
The accompanying notes are an integral part of these consolidated
financial statements.
4
VIE FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended
------------------------------ Six Months Ended
September 30, September 30,
------------------------------ -------------------------------
2002 2001 2002 2001
-------------- ------------- ------------- --------------
Revenues ....................................................... $ 583,961 $ 1,206,726 $ 837,942 $ 1,412,464
------------- ------------- ------------- -------------
Expenses:
Salaries and employee benefits .............................. 1,487,828 1,366,971 2,715,430 2,924,633
Professional fees ........................................... 513,036 404,638 705,848 1,197,903
Brokerage, clearing and exchange fees ....................... 562,538 1,218,287 748,015 1,751,790
Depreciation and amortization ............................... 239,362 232,266 427,830 482,171
Non-cash compensation charges ............................... -- -- 720,000 --
Loss on trading activities .................................. 151,345 103,215 151,345 374,732
Selling, general and administrative ......................... 943,794 853,512 1,459,201 1,680,827
------------- ------------- ------------- -------------
Total costs and expenses .............................. 3,897,903 4,178,889 6,927,669 8,412,056
------------- ------------- ------------- -------------
Loss from operations ........................................ (3,313,942) (2,972,163) (6,089,727) (6,999,592)
------------- ------------- ------------- -------------
Interest income ............................................. 16,036 26,461 36,337 90,448
Interest expense ............................................ (351,969) (87,963) (780,692) (87,963)
Other income (expense) ...................................... -- (506,250) 1,087 (506,250)
Equity in loss of affiliates ................................ (974) -- (232,879) (11,095)
------------- ------------- ------------- -------------
Net loss from continuing operations ............................ $ (3,650,849) $ (3,539,915) $ (7,065,874) $ (7,514,452)
============= ============= ============= =============
Loss from discontinued operations of eMC ....................... (1,027) (1,077) (719) (1,966)
Gain on disposal of eMC ........................................ -- 601,267 -- 601,267
------------- ------------- ------------- -------------
Total discontinued operations of eMC ........................... (1,027) 600,190 (719) 599,301
------------- ------------- ------------- -------------
Net loss ....................................................... $ (3,651,876) $ (2,939,725) $ (7,066,593) $ (6,915,151)
============= ============= ============= =============
Dividends attributed to preferred stock ........................ -- (664,600) -- (1,329,200)
Dividends in arrears on preferred stock ........................ (5,443) (16,231) (10,828) (128,859)
------------- ------------- ------------- -------------
Net loss applicable to common stock ............................ $ (3,657,319) $ (3,620,556) $ (7,077,421) $ (8,373,210)
============= ============= ============= =============
Basic and diluted net loss per common share from
continuing operations .......................................... $ (0.01) $ (0.13) $ (0.01) $ (0.27)
Basic and diluted net income per common share
from discontinued operations ................................... $ 0.00 $ 0.02 $ 0.00 $ 0.02
------------- ------------- ------------- -------------
Basic and diluted net loss per common share .................... $ (0.01) $ (0.11) $ (0.01) $ (0.25)
============= ============= ============= =============
Weighted average number of common shares ============= ============= =============
outstanding, basic and diluted ................................. 691,674,817 33,894,389 559,994,858 33,556,801
============= ============= ============= =============
The accompanying notes are an integral part of these consolidated
financial statements.
5
VIE FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Six Months Ended September 30,
------------------------------------
2002 2001
---------------- ----------------
Cash Flows from Operating Activities - Continuing Operations
Net loss from continuing operations ....................................... $(7,065,874) $(7,514,452)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization ......................................... 427,830 482,171
Common stock issued in connection with consulting agreement ........... 41,250 --
Common stock issued in connection with separation agreement ........... 720,000 --
Loss on sale of investments ........................................... -- 500,000
Non-cash interest expense ............................................. 783,634 87,963
Equity in loss of affiliates .......................................... 232,879 11,095
Changes in operating assets and liabilities:
Accounts receivable .................................................... 4,798 (164,505)
Advances to affiliates ................................................. (8,124) (116,669)
Prepaid expenses and other current assets .............................. (246,499) 367,916
Other assets ........................................................... (24,316) 46,774
Accounts payable and accrued expenses .................................. (551,906) (257,460)
Other liabilities ...................................................... 42,546 12,289
----------- -----------
Net cash used in continuing operations ........................... (5,643,782) (6,544,878)
Cash Flows from Investing Activities - Continuing Operations
Purchase of property and equipment ..................................... (70,117) (155,251)
Proceeds from maturity of securities available-for-sale ................ -- 1,500,000
Proceeds from issuance of note receivable .............................. (200,000) --
Cash received from notes receivable .................................... 200,000 64,496
----------- -----------
Net cash (used in) provided by investing activities .............. (70,117) 1,409,245
----------- -----------
Cash Flows from Financing Activities - Continuing Operations
Proceeds from issuance of short term note .............................. 550,000 --
Issuance costs on common stock ......................................... (534,137) (89,347)
Repayment of short term notes .......................................... (550,000) --
Proceeds from issuance of secured convertible note ..................... 2,727,273 --
Proceeds from issuance of common stock ................................. 7,272,727 1,200,000
----------- -----------
Net cash provided by financing activities ........................ 9,465,863 1,110,653
----------- -----------
Foreign currency translation adjustment ................................... -- (4,317)
----------- -----------
Discontinued Operations
Net cash used in operating activities ................................. -- (87,322)
Net cash provided by investing activities ............................. -- 7,224
----------- -----------
Net cash used in discontinued operations ......................... -- (80,098)
----------- -----------
Net Increase / (decrease) in cash and cash equivalents .................... 3,751,964 (4,109,395)
Cash and cash equivalents, beginning of period ............................ 635,087 6,028,883
----------- -----------
Cash and cash equivalents, end of period .................................. $ 4,387,051 $ 1,919,488
=========== ===========
Supplemental disclosure of non-cash activities:
Common stock issued in final arbitration settlement .................... $ 116,000 $ --
=========== ===========
Common stock issued in connection with consulting agreement ............ $ 41,250 $ --
=========== ===========
Warrants issued in connection with exchange agreement .................. $ 1,188,000 $ --
=========== ===========
Beneficial conversion feature of secured convertible note .............. $ 2,727,273 $ --
=========== ===========
Common stock issued in connection with separation agreement ............ $ 720,000 $ --
=========== ===========
Conversion of short-term note into common stock ........................ $ 500,000 $ --
=========== ===========
Non-cash and accrued dividends on preferred stock ...................... $ 10,828 $ 1,458,059
=========== ===========
Exchange of series F preferred stock for secured convertible note ...... $ -- $ 5,111,526
=========== ===========
Exchange of UTTC series TK preferred stock for JAGfn investment ........ $ -- $ 1,500,000
=========== ===========
The accompanying notes are an integral part of these
consolidated financial statements.
6
VIE FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
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.
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, 2002. The results for the six
months ended September 30, 2002 are not necessarily indicative of the results
that may be expected for the year ending March 31, 2003.
During the six months ended September 30, 2002, we conducted our business
through the following subsidiaries:
. Vie Securities, LLC (formerly ATG Trading, LLC)
. Universal Trading Technologies Corporation (UTTC), and its
subsidiaries:
. Vie Institutional Services, Inc. (formerly Croix Securities,
Inc.)
. REB Securities, Inc. (REB)
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 of which 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.
During the six months ended September 30, 2002 and 2001, 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 by and among Vie Financial
Group and its subsidiaries are eliminated in consolidation. During the six
months ended September 30, 2002 and 2001, two customers accounted for
approximately 87% and 75%, respectively, of our revenues.
We are a subsidiary of OptiMark Innovations, Inc. (Innovations), a Delaware
corporation, and an indirect subsidiary of OptiMark Holdings, 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. Assuming conversion of the note, Innovations
would own approximately 89% of our common stock.
7
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, our
board of directors agreed to fund eMC's initial development efforts. In March
2001, eMC's board of directors voted, after being unable to find other funding
sources or consummate a sale of eMC to a third party, 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 our
consolidated financial statements for all periods presented.
Gomez, Inc.
Gomez, Inc. was one of our majority-owned subsidiaries through December
1999, when our ownership of Gomez fell below 50% as a result of our not
participating in subsequent rounds of their financing. In July 2001, Gomez
raised approximately $1 million of capital from certain existing investors
through their issuance of senior secured notes. We participated in that
financing in the amount of $38,633. The balance of the note and accrued interest
thereon of $41,289 was included in "Investments in and advances to affiliates"
on our March 31, 2002 consolidated balance sheet. Pursuant to EITF 99-10,
Percentage Used to Determine the Amount of Equity Method Losses, during the six
months ended September 30, 2002 we recognized our share of Gomez's losses to the
extent of our advances in the amount of $43,216.
2. RECENT DEVELOPMENTS
Investment by OptiMark Innovations Inc.
On May 7, 2002, we closed the transactions contemplated by the
securities purchase agreement with 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, 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 (RGC), Innovations and Vie Financial Group.
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 $216,667 as
interest expense through September 30, 2002. Also during the six months ended
September 30, 2002, we accrued the contractual interest at a rate of 7.5%, or
$81,398, on the Innovations note. The note is reflected on the September 30,
2002 consolidated balance sheet net of the remaining unamortized discount of
$2,510,606, plus the accrued interest of $81,398.
The intellectual property and non-cash assets transferred to us by
Innovations as partial consideration for the purchase of our common stock
consisted of:
. U.S. provisional patent application (No. 60/323,940 entitled
"Volume Weighted Average Price System and Method" filed on
September 1, 2001) that relates to Volume Weighted Average Price,
or "VWAP" trading. The provisional patent application relates to
processing orders for trading equity securities at the VWAP and
guaranteeing the price and quantity of trades.
. Trade secrets and know how relating to VWAP trading.
. An assignment of a license for technology for use in a system for
VWAP trading.
8
. An assignment of all rights, duties, and obligations under a
bilateral nondisclosure agreement between the licensor of the
technology above and Innovations.
. Software developed to implement critical components of the VWAP
trading system, including certain tools for testing, de-bugging
and building source code.
The provisional patent application will not provide us with any exclusive
rights unless and until a patent is issued. There can be no assurance that the
provisional patent application will result in a patent being issued.
We have not obtained an independent third party valuation of the
intellectual property and other non-cash assets received from Innovations. In
accordance with Statement of Financial Accounting Standards No. 142, Goodwill
and Other Intangible Assets, the recorded amount of the intellectual property
and non-cash assets should be based upon either the quoted market price of the
shares sold to Innovations on the date of closing, or the fair value of the
assets acquired, whichever is more clearly evident and thus, more reliably
measurable. Although the fair value of securities traded in the market is
generally more clearly evident than the fair value of assets acquired, we have
concluded that the quoted market price of the stock was not reflective of the
fair value of the transaction as a result of the following factors: (i) our
stock is thinly-traded on the OTC Bulletin Board; (ii) the market price of our
stock has historically experienced significant fluctuations; and (iii)
Innovations' ownership percentage after the closing of the transaction is
substantially greater than the public float, and therefore, Innovations' shares
were valued at a discount to the market price of the public float.
Alternatively, we considered a more appropriate measure of the value of the
transaction to be based on the fair value of the assets acquired, or $7,272,727,
the amount of cash received. The consolidated balance sheet reflects no value
for the intellectual property and non-cash assets received in the transaction
due to our inability to sell, transfer, license, rent or exchange those assets.
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
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.
Also on April 11, 2002, we entered into a securities exchange agreement
with RGC pursuant to which RGC exchanged its 9% secured convertible note 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 have amortized $117,975 as interest expense through
September 30, 2002. Also during the six months ended September 30, 2002, we
recorded contractual interest of $40,477 on the 9% note prior to the exchange,
and $141,824 on the 7.5% note after the exchange. The note is reflected on the
September 30, 2002 consolidated balance sheet net of the remaining unamortized
discount of $1,070,025, plus the accrued interest of $141,824.
We may 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 which would result in RGC's beneficially owning more than
4.9% of our outstanding shares of common stock.
9
Intercreditor, Subordination and Standstill Agreement
On May 7, 2002, in connection with the closing of the transactions
contemplated by the purchase agreement with Innovations and the securities
exchange agreement with RGC, Vie, UTTC, RGC and Innovations entered into an
intercreditor, subordination and standstill agreement memorializing the
agreements of the parties as to the priority of payment and security with
respect to the obligations arising under the Innovations note and the RGC
exchange note, respectively, and the rights and remedies of Innovations and RGC
with respect to such obligations. Pursuant to this agreement, RGC has a blanket,
first-priority lien on all of our assets, except for certain intellectual
property assets we received as consideration in the Innovations transaction.
Short-Term Note with HK Weaver Group, Ltd.
On January 30, 2002, HK Weaver Group, Limited, formerly known as Kingsway
Electronic Services, Limited, agreed to lend us up to $500,000 under a bridge
loan agreement. $250,000 of the loan amount was repayable through our mandatory
issuance of 5 million shares of common stock, and the remaining $250,000 was
either convertible into an additional 5 million shares of our common stock or
repayable in cash, at the option of HK Weaver. The HK Weaver loan was secured by
the 47 million shares of common stock of KAA owned by us. HK Weaver is our joint
venture partner in KAA, and is a holding company and a subsidiary of Kingsway
International Holdings Limited (KIHL).
We drew a total of $500,000 on the bridge loan during February 2002. Since
the note was convertible into shares of our common stock at a rate of $0.05 per
share, and the market price of our common stock was $0.25 on the date of the
bridge loan 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 $500,000 on
the note, and amortized $322,581 as interest expense through March 31, 2002.
During the six months ended September 30, 2002, we recorded interest expense for
the remaining unamortized discount of $177,419. On May 7, 2002, HK Weaver
converted the entire $500,000 note into 10 million shares of our common stock.
Also in connection with the bridge loan, we granted HK Weaver a three-year
option to purchase two million shares of our common stock at an exercise price
equal to the price per share paid by Innovations upon closing of the securities
purchase agreement with Innovations, or $0.0448. The options vest in quarterly
installments of 500,000 each, beginning on August 7, 2002.
Separation Agreement with Frederic W. Rittereiser
On April 15, 2002, we entered into a separation agreement with our former
Chief Executive Officer, Frederic W. Rittereiser, that 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 $100,000 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 to be registered
with the first registration statement we file within 60 days of the effective
date. According to the terms of the separation agreement, Mr. Rittereiser would
also receive (i) a $50,000 payment within one year of the effective date and
(ii) healthcare insurance paid by us for one year following the effective date.
During the six months ended September 30, 2002, we recorded a non-cash
compensation charge of $720,000 related for the value of the shares issued. On
July 3, 2002, we paid the final $50,000 payment to Mr. Rittereiser.
Purchase of KAA Shares by Weaver Capital Limited.
On January 30, 2002, we entered into an "Agreement For Sale And Purchase Of
Shares in Respect of the Shares in Kingsway ATG Asia Limited" with HK Weaver.
Pursuant to the agreement, we sold all of our KAA shares to HK Weaver in
exchange for a HK$23,400,000 zero-coupon note, effective as of May 7, 2002. On
October 3, 2002, we entered into a "Deed of Novation" allowing HK Weaver to
assign its rights under the agreements to Weaver Capital Limited, a wholly owned
subsidiary of Weaver International Limited. The note is convertible into Weaver
Capital or Weaver International common stock upon an IPO of either entity and
listing of such stock on the Growth Enterprise Market (GEM) of the Stock
Exchange of Hong Kong. Upon conversion of the note, we will
10
receive Weaver Capital or Weaver International shares equal to the total
principal amount of the note divided by the IPO price. Such shares will be
subject to a lockup for 18 months from their issuance date. In the event of
certain defaults identified in the note instrument or should neither Weaver
Capital nor Weaver International shares not be listed on GEM by April 30, 2003,
our sole recourse is to redeem the note and receive the return of our KAA
shares. Because of the uncertainty as to whether an IPO of Weaver Capital or
Weaver International will eventually occur, we have determined the fair value of
our investment in KAA is $0, and we recorded a loss during the six months ended
September 30, 2002 of $189,653.
2002 Option Plan
On June 13, 2002, our board of directors approved the 2002 Option Plan,
which is designed to enable us to offer employees, directors and consultants
options to purchase our common stock in order to attract, retain and reward such
individuals and to strengthen the mutuality of interests between such
individuals and our stockholders. We have reserved 190,221,115 shares of common
stock for issuance pursuant to the plan. Our compensation committee that has
been designated by the board administers the plan.
During the three months ended September 30, 2002, the administrator awarded
employees as a group 106,670,507 incentive stock options at an exercise price
per share of eight cents ($0.08), and non-employee directors as a group
22,675,428 nonstatutory stock options at an exercise price per share of eight
($0.08) cents. The grants were all made with a standardized four (4)-year
vesting schedule where 1/6/th/ of each individual's grant shall vest six months
from the vesting commencement date, 1/6/th/ shall vest one year from the vesting
commencement date, and 2/9ths shall vest on each of the second, third, and
fourth anniversary dates from the vesting commencement date, subject in each
case to the individual optionee's continuing to be affiliated with our company
on such dates. On September 11, 2002 we also issued 4,755,528 stock options to
Robert J. Warshaw, our interim Chief Executive Officer. Mr. Warshaw's options
became fully vested upon the hiring of our current Chief Executive Officer on
October 9, 2002. Our stockholders approved the 2002 Option Plan at the annual
meeting of stockholders held on September 13, 2002.
Meetings of Stockholders
At a special meeting of stockholders held on April 18, 2002, our
stockholders approved proposals to (i) amend our certificate of incorporation to
increase our authorized common stock from 100 million shares to one billion
shares and (ii) amend our certificate of incorporation to clarify the
circumstances under which certain business opportunities that may be brought to
the attention of Innovations, OptiMark Holdings, Inc. (Holdings) or an officer
or director of Vie Financial Group, who simultaneously serves as an officer or
director of Innovations or Holdings, shall be deemed to be opportunities of Vie
Financial Group, Innovations and Holdings.
At the annual meeting of stockholders held on September 13, 2002, our
stockholders approved proposals to (i) elect nine directors to serve until the
next annual meeting and until their successors have been duly elected and
qualified; (ii) approve the 2002 Option Plan; and (iii) amend our certificate of
incorporation to authorize a reverse stock split by October 31, 2002. The board
will not effect the reverse stock split at this time as a result of current
market conditions and the expected negative impact on our stock price. The board
may reconsider whether to implement a reverse stock split in the future, and
would again seek stockholder approval to do so at that time.
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 six months ended September 30, 2002 related to the
issuance of these shares.
Settlement of Final Arbitration Award
On April 30, 2002, we entered into a final settlement agreement with
Matthew Saltzman, the former President of eMC, in connection with the
arbitration award in the amount of $510,750 granted to Mr. Saltzman by the
American Arbitration Association on January 14, 2002. Pursuant to the
settlement, we agreed to pay an aggregate of $200,000 cash, issue 400,000 shares
of common stock, and grant certain rights related to eMC to satisfy
11
the award in its entirety. We paid an initial payment of $50,000 in February
2002. We made an additional payment of $100,000 and issued 400,000 shares of our
common stock on May 7, 2002. Pursuant to the final settlement agreement we will
pay a final payment of $50,000 together with interest accrued at a rate of 9%
per annum on or before May 7, 2003. For such consideration, Mr. Saltzman
executed a release and waiver of all claims against us, including without
limitation, claims in connection with the arbitration. We accrued $53,000 and
$266,000 related to the unpaid portion of the settlement as of September 30,
2002 and March 31, 2002, respectively.
3. RELATED PARTY TRANSACTIONS
Relationship with Innovations
On May 7, 2002, we closed the transactions contemplated by the securities
purchase agreement withInnovations 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.
As of September 30, 2002, 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 September 30, 2002, we have reimbursed OptiMark $125,156 related to Mr.
Warshaw's compensation. We entered into an employment agreement with Mr. Warshaw
effective September 15, 2002, whereby we also granted him 4,755,528 stock
options at an exercise price of $0.08. The options became fully vested upon the
employment of Dean Stamos, our current Chief Executive Officer, on October 9,
2002.
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.
12
Indemnification Agreement
OptiMark US Equities, Inc. (f/k/a OptiMark Technologies, Inc.), a
wholly-owned subsidiary of Holdings ("Equities"), is a defendant in a litigation
captioned 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 alleges, among other things, that Equities
has effected fraudulent conveyances of certain assets of Holdings (the
"Fraudulent Conveyance Claim"). Finova added us as a defendant in the case in
May 2002. On May 7, 2002, we entered into an Indemnification Agreement with
Equities whereby Equities has indemnified us from and against the entirety of
any actions resulting from, arising out of, relating to, in the nature of, or
caused by the Fraudulent Conveyance Claim.
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 control over certain corporate decisions affecting us.
See the description of the Rights Agreement set forth above.
Separation Agreement with Frederic W. Rittereiser
On April 15, 2002, we entered into a separation agreement with Frederic W.
Rittereiser, our former Chief Executive Officer, that became effective as of May
7, 2002. (See Note 2, Recent Developments.)
Adirondack Capital, LLC
In 1997, we retained Adirondack Capital, LLC to provide investment banking
and financial advisory services. K. Ivan F. Gothner, a member of our board of
directors through May 7, 2002, is the managing director of Adirondack. We paid
consulting fees to Adirondack amounting to $60,000 during the six months ended
September 30, 2001. We terminated the consulting agreement with Adirondack
effective December 1, 2001, and therefore did not pay any consulting fees to
Adirondack during the current period. Mr. Gothner received a monthly board
retainer through May 7, 2002 when he resigned from the board of directors.
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,
pursuant to which 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 common stock to Mr. Bacci (see Note 2, Recent
Developments).
4. 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
issuances is not included in diluted earnings per share for the three- and six-
month periods ended September 30, 2002 and 2001 because we have incurred net
losses; therefore, the effect of our dilutive securities is anti-dilutive in
those periods.
5. COMPREHENSIVE LOSS
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Total comprehensive loss, which includes net loss, unrealized gains and
losses on available-for-sale securities, and foreign currency translation
adjustments, amounted to $3,651,876 and $2,951,054, respectively, for the three
months ended September 30, 2002 and 2001, and $7,066,593 and $6,902,817,
respectively for the six months ended September 30, 2002 and 2001, respectively.
6. RECENT ACCOUNTING PRONOUNCEMENTS
In June 2002, the FASB issued Statement of Financial Accounting Standards
No. 147, Accounting for Costs Associated with Exit or Disposal Activities (SFAS
No. 147). SFAS No. 147 addresses financial accounting and reporting for costs
associated with exit or disposal activities and nullifies Emerging Issues Task
Force (EITF) Issue No. 94-3, "Lwiability Recognition for Certain Employee
Termination Benefits and Other costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring." Statement No. 147 requires that a liability
for a cost associated with an exit or disposal activity be recognized when the
liability is incurred, instead of at the date of an entity's commitment to an
exit plan.
In May 2002, the FASB issued Statement of Financial Accounting Standards
No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB
Statement No. 13, and Technical Corrections (SFAS No. 145). SFAS No. 145
eliminates Statement 4 (and Statement 64, as it amends Statement 4), which
requires gains and losses from extinguishments of debt to be aggregated and, if
material, classified as an extraordinary item, net of the related income tax
effect. As a result, the criteria in APB Opinion No. 30 will now be used to
classify those gains and losses. SFAS No. 145 amends FASB Statement No. 13 to
require that certain lease modifications that have economic effects similar to
sale-leaseback transactions are accounted for in the same manner as
sale-leaseback transactions. SFAS No. 145 does not have a material impact on our
financial statements.
7. SUBSEQUENT EVENTS
Corporate Name Change
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.
Chief Executive Officer
We hired Dean Stamos as our Chief Executive Officer on October 9, 2002. Mr.
Stamos, 36, is co-founder and the former president of NYFIX Millennium. Robert
J. Warshaw, a director and our acting Chief Executive Officer, resigned his
position as Chief Executive Officer upon Mr. Stamos' employment. Mr. Warshaw
will continue to serve on our board of directors. Further, Fred Weingard has
resigned from our board of directors, and Mr. Stamos was appointed to fill the
vacancy left by Mr. Weingard. Mr. Weingard will continue to serve as Executive
Vice President and Chief Technology Officer.
We have entered into an employment contract with Mr. Stamos, effective
October 9, 2002. The contract has an initial one-year term, and we may extend it
for additional one-year terms with 60 days' advance notice before expiration.
The agreement provides for a salary of no less than $300,000 per year,
performance bonuses of up to $200,000 for the first year (with $100,000 of the
bonus guaranteed assuming continued employment), and the potential for
additional discretionary bonuses. We will pay the two one-time performance
bonuses of $100,000 each if, respectively, (i) we achieve net proceeds from
financing of $10 million or more before January 31, 2003 and/or (ii) we achieve
earnings before interest and taxes in any two consecutive months before May 1,
2003 (other than where there have been certain unapproved changes to our
operating cost structure). If we terminate Mr. Stamos' employment without cause
or if a constructive termination occurs, we will be required to pay him amounts
ranging from six months' to one year's base salary, depending upon the date of
termination, and vesting of his options will partially accelerate. The agreement
also contains customary definitions of "cause" and "constructive termination"
and contains customary confidentiality and non-competition provisions.
Also in connection with Mr. Stamos' employment, our board granted him
options to acquire 47,555,279 shares of our common stock under the 2002 Option
Plan at an exercise price of $0.08 per share. The options are incentive stock
options to the extent the tax laws allow and nonqualified stock options for the
remainder. The options become exercisable over four years, assuming continued
service, with the exercisability partially accelerated
14
if Mr. Stamos' employment is terminated without cause, if he resigns as a result
of constructive termination, or upon a change in control of the company. Mr.
Stamos has anti-dilution rights on 50% of his options with respect to the first
post-employment round of financing (defined as our receiving net proceeds of $1
million or more from a single funding source or $3 million or more from more
than one source). These anti-dilution rights will entitle him to receive
additional options to purchase shares at an exercise price of $0.08 per share,
subject to the same exercise schedule as the initial options, to preserve his
relative ownership percentage on a fully-diluted shares outstanding basis in
place on the date of grant of his initial options.
Resignation of the Chairman of the Board
Effective as of the close of business October 31, 2002, Donald E. Nickelson
resigned as non-executive Chairman of the Board of Directors and as a director.
Mr. Nickelson took this action so that we would not be subject to business
association restrictions that might be placed upon us as a result of his also
serving as lead trustee of the Mainstay Mutual Funds Group. Effective upon Mr.
Nickelson's resignation, Ronald D. Fisher has been designated by the board of
directors to serve as its interim Chairman of the Board of Directors.
Decision Not to Effect the Reverse Stock Split
At the annual meeting of stockholders held on September 13, 2002, our
stockholders approved a proposal to amend our certificate of incorporation to
authorize a reverse stock split by October 31, 2002. Our board of directors will
not effect the reverse stock split as a result of current market conditions and
the expected negative impact on our stock. Our board may reconsider whether to
implement a reverse stock split in the future, and would again seek stockholder
approval to do so at that time.
15
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Overview
Vie Financial Group, Inc., formerly The Ashton Technology Group, Inc., was
formed as a Delaware corporation in 1994. Vie Financial Group and its
subsidiaries provide electronic trading and brokerage solutions for
institutional investors and broker-dealers. We provide liquidity in S&P 500,
Nasdaq 100 and Russell 1000 securities to global institutional investors. As
part of our trade execution services, we offer a guaranteed fill program to our
customers. This program provides a guaranteed source of anonymous block
liquidity, which helps reduce market impact and lowers transaction costs.
We conduct our business through the following operating subsidiaries:
. Universal Trading Technologies Corporation, and its subsidiaries:
- Vie Institutional Services, Inc. (formerly Croix Securities, Inc.)
- REB Securities, Inc.
. Vie Securities, LLC (formerly ATG Trading, 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). Through Vie Institutional Services, we provide
liquidity for block trades at the volume-weighted average price (VWAP) for our
buy-side institutional clients. We anonymously match customers' orders with
liquidity from various providers, thereby protecting our client trade
information. By executing trades at the VWAP, we are able to minimize our
customers' exposure to market impact, or the implicit cost of trading that
results when large orders cause changes in the short-term supply and demand of a
stock, thereby impacting its market price. On May 30, 2002, we launched our new
interval product which provides the VWAP during sessions beginning on each half
hour time interval from 9:30 A.M to 2:00P.M., and ending at 4:00 P.M., for the
above mentioned securities. 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 was formed in July 2000 as a broker-dealer engaged in
proprietary trading. On September 19, 2002, Vie Securities received approval to
operate as a member of the NASD. Through Vie Securities, we are implementing our
proprietary trading algorithm that allows us to minimize our cost of providing
guaranteed liquidity at the VWAP for securities in the S&P 500, Nasdaq 100 and
the majority of Russell 1000 stocks to our broker-dealer customers that
participate in our guaranteed fill program. The Vie Securities guaranteed fill
program is being offered to broker-dealers, including Vie Institutional
Services, at competitive price levels. We are currently in the process of
testing our trading algorithm and offering it to customers on a limited basis.
REB Securities is a wholly owned subsidiary of UTTC and is a PHLX and NASD
registered broker-dealer. REB operates as the facilities manager for the eVWAP,
and does not engage in any other broker-dealer activities. eVWAP is a fully
automated system that permits market participants to trade eligible securities
before the market opens at the volume-weighted average price for the day. We
launched eVWAP for New York Stock Exchange-listed U.S. stocks during August
1999. We are currently working with the PHLX to determine whether the eVWAP
system presents a sustainable business model that will generate profitable
revenue for us and for the PHLX. There is no assurance that we will succeed in
reaching a mutually satisfactory business arrangement and therefore we, the
PHLX, or both parties may decide to terminate our current relationship.
We are a subsidiary of OptiMark Innovations, Inc., a Delaware corporation,
and an indirect subsidiary of OptiMark Holdings, 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 58,870,757 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 Investors' Rights Agreement, Innovations has the
right to approve certain significant corporate matters such as (i) the issuance
of additional shares of common
16
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.
As a result of the transaction with OptiMark Innovations, as more fully
described in the Notes to the unaudited consolidated financial statements, we
have made substantive changes to our existing business model and operation of
our subsidiaries, including deploying the majority of our resources to Vie
Institutional Services, Inc. and Vie Securities LLC in order to 1) expand the
universe of securities in which we provide liquidity, 2) expand the sessions in
which we provide liquidity, 3) initiate a proprietary trading algorithm which
allows us to provide guaranteed liquidity to our customers at the
volume-weighted average price (VWAP), and 4) lowering our total cost of
executing, clearing and settling trades. To this end, we have surpassed monthly
volume projections for each month during the quarter ended September 30, 2002,
and average order size, average monthly orders per customer, number of trading
days and number of new accounts traded have all increased month over month.
Revenues for the quarter ended September 30, 2002 have increased by $329,980 or
130% from the previous quarter ended June 30, 2002. We have successfully
launched our trading algorithm on a limited basis and related proprietary
technology, allowing us to optimize the allocation of orders to our liquidity
sources and execute trades electronically.
On October 9, 2002, we hired Dean Stamos as our Chief Executive Officer.
Mr. Stamos, 36, is co-founder and the former president of NYFIX Millennium, a
New York-based alternative trading system and registered broker-dealer. Robert
J. Warshaw, a director and our acting Chief Executive Officer, resigned his
position as Chief Executive Officer upon Mr. Stamos' employment, and will
continue to serve on our board of directors. Also on October 9, 2002, we began
the launch of our new identity with the announcement of our name change 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.
Since our inception we have not realized an operating profit and have
reported significant losses. Our business is subject to significant risks, as
discussed further in the section entitled "Additional Factors That May Affect
Future Results."
For the Three Months Ended September 30, 2002 Compared to the Three Months Ended
September 30, 2001
We incurred a net loss from continuing operations totaling $3,650,849, or
$0.01 per share, for the three months ended September 30, 2002, compared to
$3,539,915 or $0.13 per share, for the three months ended September 30, 2001.
The increase is primarily due to an increase in salaries, professional fees, and
general and administrative costs.
Our revenues totaled $583,961 for the three-month period ended September
30, 2002, and $1,206,726 for the three-month period ended September 30, 2001.
100% of the revenues in the current year period were from securities commissions
on trades executed through Vie Institutional Services, while the revenues in the
prior year also included fees from the operation of the eVWAP system. The
decrease in revenues for the three months ended September 30, 2002 compared to
the same period last year is the result of fewer shares traded, partially offset
by higher commissions per share in the current period. We recognized higher
commissions per share in the current year period because eVWAP has a
substantially lower fee structure than the commission structure in place for the
Vie Institutional Services guaranteed liquidity program we currently offer, and
we have not traded through the eVWAP system during the current period. We
continue to focus on building profitable volume, expanding our relationships
with liquidity providers, and refining the results of our proprietary trading
algorithm, all in accordance with our new business model. Approximately 83% of
the revenues during the three-month period ended September 30, 2002 were from
transactions with two customers, while approximately 85% of the revenues during
the three-month period ended September 30, 2001 were from transactions with two
customers. We currently have 32 activated accounts, eight of which traded during
the current period.
Salaries and employee benefits increased 8.8% to $1,487,828 for the
three-month period ended September 30, 2002 from $1,366,971 for the three-month
period ended September 30, 2001. The increase was primarily due to an increase
in the number of employees in the New York area at higher average salaries
relative to employees in the Philadelphia area, and an increase in employee
medical insurance premiums. During the three-month periods ended September 30,
2002 and 2001, we employed an average of 41 and 47 employees, respectively.
17
Professional fees increased 26.8% to $513,036 during the three months ended
September 30, 2002 from $404,638 during the three months ended September 30,
2001. The increase was primarily a result of an increase in legal expenses and
recruiting costs, offset by a decrease in outsourced labor, temporary personnel
and board fees, which are no longer paid to our directors. Legal expenses
increased approximately $235,000 for the period, and we recognized $237,903 in
legal costs as a reduction to additional paid-in capital related to the closing
of the Innovations transaction during the current year period. Recruiting costs
of $80,305 were incurred in the three months ended September 30, 2002 related to
the hiring of our Chief Executive Officer, while no such costs were incurred in
the prior year period. Consulting and temporary personnel decreased to $56,623
for the three months ended September 30, 2002 from $197,747 during the three
months ended September 30, 2001.
Brokerage, clearing and exchange fees decreased to $562,538 for the three
months ended September 30, 2002 from $1,218,287 for the three months ended
September 30, 2001. This decrease is a result of fewer trades executed through
Vie Institutional Services and Vie Securities, as well as a decrease in certain
execution costs per share. Included in brokerage, clearing and exchange fees for
the three months ended September 30, 2002 is $88,429 in fees related to test
trades executed for the purpose of testing our trading algorithm.
Depreciation for the three-month period ended September 30, 2002 increased
3.1% to $239,362 from $232,266 for the three-month period ended September 30,
2001. Capital expenditures increased to $67,109 for the three months ended
September 30, 2002 compared to $40,330 in the same period last year.
We recorded a loss on proprietary trading activities of $151,345 and
$103,215 during the three months ended September 30, 2002 and 2001,
respectively. We began trading in July 2002 through Vie Securities after being
inactive since January 2002, to test our proprietary VWAP algorithm and to offer
liquidity to Vie Institutional Services on a limited basis. $134,260 of the loss
during the three months ended September 30, 2002 was related to the algorithm
testing. The trading account was used by Vie Securities during the quarter ended
September 30, 2001 to provide liquidity to participants in eVWAP and to provide
our management with real-time experience with volume-weighted average price
trading and risk management techniques.
Selling, general and administrative expenses totaled $943,794 and $853,512
for the three months ended September 30, 2002 and 2001, respectively. The 10.6%
increase is primarily a result of increases in marketing and advertising
expenses, insurance premiums and software licensing fees, partially offset by
decreases in travel and entertainment and other costs. Marketing and advertising
expense increased by $110,438 or 329%, due primarily to the launch of our new
identity and branding initiative. Insurance premiums increased by $186,198 or
147% as a result of increased directors' and officers' coverage, higher
premiums, and an additional policy covering the directors who resigned from the
board of directors upon the completion of the transactions with Innovations for
one year. We paid $75,000 during the three months ended September 30, 2002 in
connection with a license agreement related to our VWAP trading algorithm.
Travel and entertainment expenses decreased by approximately $55,000 due to less
traveling and a focus on decreasing such costs during the period.
Interest income decreased to $16,036 for the three months ended September
30, 2002 from $26,461 for the three months ended September 30, 2001, as a result
of lower interest rates and lower average cash and cash equivalents balances.
Interest expense of $351,969 for the three months ended September 30, 2002
was comprised primarily of $187,500 related to the secured convertible note that
we executed with Innovations on May 7, 2002, and $163,348 related to the secured
convertible notes with RGC (see "Notes to Unaudited Consolidated Financial
Statements").
Other expense for the three months ended September 30, 2001 includes a loss
on the exchange of our investment in JAGfn for the outstanding shares of UTTC
series TK convertible preferred stock, 200,000 series T warrants, 309,500 of the
500,000 outstanding series K warrants, and an additional 39,000 shares of the
class B common stock of Ashton Canada.
Equity in loss of affiliates amounted to $974 and $0 for the three-month
periods ended September 30, 2002 and 2001, respectively. The current period
amount relates to the write-down of our investment in Gomez in accordance with
the equity method of accounting.
18
For the Six Months Ended September 30, 2002 Compared to the Six Months Ended
September 30, 2001
We incurred a net loss from continuing operations totaling $7,065,874, or
$0.01 per share, for the six months ended September 30, 2002, compared to
$7,514,452 or $0.27 per share, for the six months ended September 30, 2001. The
decrease is primarily due to a decrease in salaries, professional fees,
brokerage, clearing and exchange fees, losses on trading activities, and general
and administrative costs, offset by increases in non-cash compensation, interest
expense, and other non-operating expenses.
Our revenues totaled $837,942 for the six-month period ended September 30,
2002, and $1,412,464 for the six-month period ended September 30, 2001. 100% of
the revenues in the current year period were from securities commissions on
trades executed through Vie Institutional Services, while the revenues in the
prior year also included fees from the operation of the eVWAP system. The
decrease in revenues for the six months ended September 30, 2002 compared to the
same period last year is the result of fewer shares traded, partially offset by
higher commissions per share in the current period. We recognized higher
commissions per share because eVWAP has a substantially lower fee structure than
the commission structure in place for the Vie Institutional Services guaranteed
liquidity program we currently offer, and we have not traded through the eVWAP
system during the current period. We continue to focus on building profitable
volume, expanding our relationships with liquidity providers, and refining the
results of our proprietary trading algorithm, all in accordance with our new
business model. Approximately 87% of the revenues during the six-month period
ended September 30, 2002 were from transactions with two customers, while
approximately 75% of the revenues during the six-month period ended September
30, 2001 were from transactions with two customers. We currently have 32
activated accounts, eight of which traded during the current six-month period.
Salaries and employee benefits decreased 7.2% to $2,715,430 for the
six-month period ended September 30, 2002 from $2,924,633 for the six-month
period ended September 30, 2001. The decrease was primarily due to a decrease in
the number of employees. During the six-month periods ended September 30, 2002
and 2001, we employed an average of 41 and 51 employees, respectively.
We recorded a non-cash compensation charge of $720,000 during the six
months ended September 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.
Professional fees decreased 41.1% to $705,848 during the six months ended
September 30, 2002 from $1,197,903 during the six months ended September 30,
2001. The decrease was primarily a result of a decrease in outsourced labor and
temporary personnel working on the development of our trading systems, and a
decrease in legal expenses. Consulting and temporary personnel decreased to
$153,456 for the six months ended September 30, 2002 from $734,079 during the
six months ended September 30, 2001.
Brokerage, clearing and exchange fees decreased to $748,015 for the six
months ended September 30, 2002 from $1,751,790 for the six months ended
September 30, 2001. This decrease is a result of fewer trades executed through
Vie Institutional Services and Vie Securities, as well as a decrease in certain
execution costs per share.
Depreciation for the six-month period ended September 30, 2002 decreased
11.3% to $427,830 from $482,171 for the six-month period ended September 30,
2001. Capital expenditures decreased to $70,117 for the six months ended
September 30, 2002 compared to $155,251 in the same period last year.
We recorded a loss on proprietary trading activities of $151,345 and
$374,732 during the six months ended September 30, 2002 and 2001, respectively.
We began trading in July 2002 through Vie Securities after being inactive since
January 2002, to test our proprietary VWAP algorithm and to offer liquidity to
Vie Institutional Services on a limited basis. $134,260 of the loss during the
six months ended September 30, 2002 was related to the algorithm testing. The
trading account was used by Vie Securities during the quarter ended September
30, 2001 to provide liquidity to participants in eVWAP and to provide our
management with real-time experience with volume-weighted average price trading
and risk management techniques.
Selling, general and administrative expenses totaled $1,459,201 and
$1,680,827 for the six months ended September 30, 2002 and 2001, respectively.
The 13.2% decrease is primarily a result of a decrease in occupancy expenses,
communication expenses, marketing and advertising expenses, and travel and
entertainment expenses. Occupancy expenses decreased $64,883 or 25% due
primarily to the renegotiation of our lease at 1900 Market Street in
Philadelphia. Our communications expenses decreased approximately 21% due to the
cancellation or
19
renegotiation of various contracts. Marketing and advertising expense increased
by $65,621 or 67%, due primarily to the launch of our new identity and branding
initiative. Travel and entertainment expenses were decreased by approximately
$100,000 due to less traveling and a focus on decreasing such costs during the
period.
Interest income decreased to $36,337 for the six months ended September 30,
2002 from $90,448 for the six months ended September 30, 2001, as a result of
the lower interest rates and lower average cash and cash equivalents balances.
Interest expense of $780,692 for the six months ended September 30, 2002
was comprised primarily of $298,065 related to the secured convertible note that
we executed with Innovations on May 7, 2002, $259,799 related to the secured
convertible notes with RGC and $177,419 on the short-term note with HK Weaver
(see "Notes to Unaudited Consolidated Financial Statements").
Other expense for the six months ended September 30, 2001 includes a loss
on the exchange of our investment in JAGfn for the outstanding shares of UTTC
series TK convertible preferred stock, 200,000 series T warrants, 309,500 of the
500,000 outstanding series K warrants, and an additional 39,000 shares of the
class B common stock of Ashton Canada.
Equity in loss of affiliates amounted to $232,879 and $11,095 for the
six-month periods ended September 30, 2002 and 2001, respectively. The amount in
2002 represents the write off of our investment in KAA of $189,653 and the
write-down of our investment in Gomez of$43,226. The amount in 2001 represents
our portion of the net losses of KAA. Our portion of KAA's loss for the six
months ended September 30, 2001 was only recognized to the extent of our
remaining investment balance, in accordance with the equity method of
accounting.
Discontinued Operations
On March 29, 2001, after being unable to find external funding or
consummate a sale of our majority-owned subsidiary eMC to a third party, eMC's
board of directors voted 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.
We recognized a loss on the discontinued operations of eMC of $719 during
the six months ended September 30, 2002, compared to a loss of $1,966 and a gain
on the disposal of eMC of $601,267, or net income of $0.02 per share during the
six months ended September 30, 2001 The gain on the disposal of eMC during the
six months ended September 30, 2001 was a result of liabilities settled during
the period.
Liquidity and Capital Resources
At September 30, 2002, we had total assets of $6,222,142 compared to
$2,786,631 at March 31, 2002. Current assets at September 30, 2002 totaled
$4,777,575 and current liabilities from continuing operations were $1,286,723.
Stockholders' equity (deficiency) increased to $669,414 at September 30, 2002
from ($4,284,276) at March 31, 2002 due primarily to the equity investment made
by Innovations on May 7, 2002.
At September 30, 2002, our principal source of liquidity was cash and cash
equivalents of $4,387,051, compared to cash and cash equivalents of $635,087 at
March 31, 2002. The increase in cash and cash equivalents is primarily a result
of the investment by Innovations on May 7, 2002.
Investment by OptiMark Innovations, Inc.
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.
20
We believe our current cash position of $4,387,051 will be sufficient to
fund our operations through March 31, 2003. Included in our cash balance is
approximately $2.3 million which is 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. If necessary, we may seek to use a portion of our excess net
capital to fund our operations. However, if we use net capital for such
purposes, our broker-dealer business operations may be limited, and we may 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 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 or 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.
Equity Line of Credit
On July 10, 2001, we entered into an amended equity line arrangement with
Jameson Drive LLC. The equity line is in the form of a securities purchase
agreement and provides for the purchase by Jameson of up to $15 million worth of
shares of our common stock over a 24-month period. We may request a draw on the
equity line by selling common stock to Jameson, and Jameson is obligated to buy
the shares, subject to the terms of the agreement. During the year ended March
31, 2002, we drew down gross proceeds of $1.8 million on the equity line by
selling 12,132,865 shares of common stock to Jameson.
There are a number of conditions that we must satisfy before Jameson is
obligated to buy our shares under the equity line, including that a registration
statement covering the resale of the shares purchased by Jameson is declared
effective by the SEC and remains effective. We filed a registration statement on
Form S-2 covering the resale of 7,500,000 shares of stock issued under the
equity line. That registration statement was declared effective on August 20,
2001, and we have already issued the maximum number of shares covered by that
registration statement. Therefore, we are unable to access the equity line by
issuing any additional shares until another registration statement covering the
resale of such shares is filed by us and declared effective by the SEC. There is
no guarantee that in the future we will be able to meet these or any other
conditions under the securities purchase agreement or the registration rights
agreement with Jameson, or that we will be able to make any additional draws on
the equity line.
Under the agreement, we must draw a minimum of $2.5 million over the term
of the agreement, and are limited to drawing a maximum of $15 million. In order
for us to fulfill our obligation to sell a minimum of $2.5 million to Jameson,
we would be required to draw an additional $700,000. Based on the November 4,
2002 closing price of our common stock of $0.06 per share, we would be required
to issue an additional 12,962,963 shares of common stock to satisfy this
obligation. We have informed Jameson that our preference is to terminate this
agreement without drawing down additional funds. We have not concluded
discussions with Jameson and there is no certainty that we will be successful in
terminating this agreement on terms acceptable to both parties.
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
If demand for our products and services fails to grow, we may never achieve
profitability
We have never realized an operating profit and have reported significant
losses. As of September 30, 2002, we have accumulated losses of approximately
$91.5 million.
21
We were founded in 1994 as a development stage company. We derived all of
our revenues in the three-and six- month periods ended September 30, 2002 on a
per transaction basis for securities trades executed through our broker-dealer
subsidiaries. Approximately 77% of the revenues during the six months ended
September 30, 2002 were from transactions with a single customer. We can give no
assurance that we will successfully develop additional products or obtain
additional customers, or that the marketplace will accept any new products we
are able to develop. Our future success will depend on continued growth in
demand for our electronic trade execution services, and our ability to respond
to regulatory and technological changes and customer demands. If demand for our
products and services fails to grow at the rate we anticipate and we are unable
to increase revenues, then our business, financial condition and operating
results will be materially and adversely affected.
We may need additional financing to fund our operations and strategic
initiatives
We believe that without generating any revenues from our operations, the
$10,000,000 gross proceeds we received from Innovations in May 2002 should be
sufficient to fund our operations through March 31, 2003. Our cash position as
of September 30, 2002 is $4,387,051. Included in our cash balance is
approximately $2.3 million which is 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. If necessary, we may seek to use a portion of our excess net
capital to fund our operations. However, if we use net capital for such
purposes, our broker-dealer business operations may be limited, and we may 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 or 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.
Our business is highly volatile and our quarterly results may fluctuate
significantly
We have experienced an increase in volatility of trading volume executed
through our systems from session to session during the past year. These
fluctuations have a direct impact on our operating results and cause significant
fluctuations in our day-to-day profitability. We cannot be certain that the
volatility in our daily trading volume will not continue. Moreover, the
continued volatility in the securities markets could result in significant
proprietary trading losses. These losses could have a material adverse effect on
our business, financial condition and operating results. If demand for our
current services declines and/or never materializes for our future products and
services, and we are unable to adjust our cost structure on a timely basis, it
could have a material adverse effect on our business, financial condition and
operating results.
Our revenues may fluctuate due to a decline in securities trading volumes,
prices or liquidity. Declines in the volume of securities transactions and in
market liquidity generally result in lower revenues from our trading activities.
Lower price levels of securities also may result in reduced trading activity and
reduce our revenues from electronic brokerage transactions. Any decline in
securities trading volumes, price or market liquidity or other market variables
could have a material adverse effect on our operating results.
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
22
We may be subject to claims as a result of one or more of the matters
described below. 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.
. On April 26, 2002, we received a draft complaint from counsel for
two shareholders of Universal Trading Technologies Corporation
(UTTC), one of our subsidiaries, that named as defendants Vie
Financial Group, UTTC, Innovations and specified present and
former directors of UTTC. The draft complaint purports to assert
claims arising, among other things, from purported pledges by us
of UTTC's intellectual property and the creation of joint
ventures that are claimed to have used UTTC's intellectual
property, allegedly without compensation to UTTC or its
shareholders. Among other claims, the draft complaint also
purports to state claims for breach of fiduciary duty arising out
of offers, which were not accepted, to acquire the shares of UTTC
from these shareholders at a price that was allegedly too low. To
our knowledge, the draft complaint has not yet been filed.
. Our publicly traded Warrants expired on May 2, 2002. Under the
Warrant Agreement dated as of May 7, 1996 with North American
Transfer Co., as Warrant Agent, we were required to notify the
Warrant Agent and the registered holders of the Warrants of
specified adjustments to the exercise price of the Warrants and
shares deliverable upon exercise of the Warrants. We failed to
provide the Warrant Agent or the registered holders of the
Warrants with required notices of adjustments to the exercise
price that resulted from multiple issuances or deemed issuances
of shares of common stock below the then current market price (as
defined in the Warrant Agreement). To date, no claims related to
the Warrant Agreement have been asserted.
. On May 20, 2002, Finova filed a motion to add Vie Financial Group
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 asserts claims arising out of an equipment lease
agreement pursuant to which Finova alleges that OptiMark
Technologies, Inc (now known as OptiMark US Equities, Inc.)
agreed to lease certain equipment from Finova. Finova has 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 least in part, of the intellectual property and non-cash
assets acquired by us from Innovations pursuant to the Purchase
Agreement. Finova has been successful in its motion to add us as
a defendant. Pursuant to an indemnification agreement OptiMark US
Equities, Inc. will indemnify us from any claims relating to the
alleged fraudulent conveyance. If we are found liable for damages
and OptiMark US Equities, Inc. is unable to fulfill its
obligations under the indemnification agreement, then such
litigation could have a material adverse impact on our financial
condition and results of operations.
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 608,707,567 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. 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. In
addition, as of September 30, 2002, we have outstanding options and warrants
that may be exercised for an aggregate of 154,010,804 shares of common stock. If
Innovations exercises its
23
conversion rights to acquire the 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.
Your common stock may be adversely affected by our delisting from the Nasdaq
National Market
On November 7, 2001, our common stock was delisted from the Nasdaq National
Market and began trading on the OTC Bulletin Board. Our stock was delisted as a
result of our inability to maintain compliance with the minimum net tangible
assets/ shareholders' equity requirement for continued listing on the Nasdaq
National Market as required by Nasdaq Marketplace Rules. Our delisting could
have an adverse effect on the liquidity of our common stock and upon your
ability to obtain an accurate quotation as to the price of our common stock. In
addition, it could be more difficult for us to raise funds through future
offerings of common stock.
We do not expect to pay common stock dividends
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 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. 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 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 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 608,707,567 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:
24
.. 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 Holdings, Inc., 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 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
25
account. These activities are subject to a number of risks including price
fluctuations and rapid changes in the liquidity of markets, all of which
subjects our capital to significant risks.
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 losses and 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.
Financial or other problems experienced by third parties could have an adverse
effect on our business and our operating results
We are 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 basis or any event adversely
affecting these third parties could have a material adverse effect on our
financial condition and results of operations. These parties include our
customers, trading counter parties, clearing agents, exchanges and other
financial intermediaries.
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.
Risks Related to Our Technology and Products
We will be 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
26
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.
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.
27
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, 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
28
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
The SEC's regulations governing alternative trading systems have lowered
the barriers to entering the securities trading markets. We face competition
from traditional securities exchanges, which could establish similar trading
systems in an attempt to increase or retain their respective trade volumes. We
also face competition from other alternative trading systems and leading
brokerage firms offering similar trade execution services. In particular, our
guaranteed liquidity program competes with services provided by traditional
broker-dealers, proprietary trading firms such as Susquehanna,
Timberhill/Interactive Brokers, and alternative trading systems established by
companies such as Investment Technology Group, Instinet and Bloomberg.
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. Also, we cannot be sure that our products will result in a competitive
advantage to our customers.
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 the fiscal year ended March 31,
2002. For a further discussion of our market risks and risk management policy,
refer to Item 7A Quantitative and Qualitative Disclosure About Market Risk in
our Annual Report on Form 10-K, as amended, for the fiscal year ended March 31,
2002.
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
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
29
New Jersey--Hudson County. Finova asserts claims arising out of an equipment
lease agreement pursuant to which Finova alleges that OptiMark Technologies, Inc
(now known as OptiMark US Equities, Inc.) agreed to lease certain equipment from
Finova. Finova has 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 least in part, of the
intellectual property and non-cash assets we acquired from Innovations pursuant
to our securities purchase agreement with them. Pursuant to an indemnification
agreement OptiMark US Equities, Inc. will indemnify us from any claims relating
to the alleged fraudulent conveyance. If we are found liable for damages and
OptiMark US Equities, Inc. is unable to fulfill its obligations under the
indemnification agreement, then such litigation could have a material adverse
impact on our financial condition and results of operations.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At our annual meeting of stockholders held on September 13, 2002, our
stockholders approved proposals to (i) elect nine directors to serve until the
next annual meeting and until their successors have been duly elected and
qualified; (ii) approve the 2002 Option Plan (See "Notes to Unaudited
Consolidated Financial Statements."); and (iii) amend our certificate of
incorporation to authorize a reverse stock split in the range of ten to thirty
pre-split shares for one post-split share, the exact magnitude of which would be
determined by the board of directors by October 31, 2002. The number of votes
cast for, against or withheld, as well as the number of abstentions was as
follows:
(i) Election of directors:
Name of (Withhold Authority)
Nominee For Against Abstain
------- --- ------- -------
James R. Boris 649,977,666 -- 1,546,613
Ronald D. Fisher 649,977,841 -- 1,546,438
Jonathan F. Foster 649,976,341 -- 1,547,938
William A. Lupien 649,976,441 -- 1,547,838
Carmine F. Adimando 649,977,546 -- 1,546,733
Roy S. Neff 649,976,441 -- 1,547,838
Donald E. Nickelson 649,977,341 -- 1,546,938
Fred S. Weingard 649,956,466 -- 1,567,813
Robert J. Warshaw 649,978,716 -- 1,545,563
(ii) Approve the 2002 Option Plan:
For Against Abstain
--- ------- -------
613,650,480 3,488,566 134,151
(iii) Amend our certificate of incorporation to authorize a reverse stock split
by October 31, 2002:
For Against Abstain
--- ------- -------
648,424,101 2,781,858 318,320
ITEM 5. OTHER INFORMATION
30
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) Exhibits
3.1 Vie Financial Group, Inc. Bylaws, as Amended and Restated July
12, 2002.
10.1 Agreement between Vie Financial Group, Inc. and Robert J.
Warshaw, dated as of September 11, 2002.
10.2 Agreement between Vie Financial Group, Inc. and James S. Pak,
dated as of October 2, 2002.
10.3 Agreement between Vie Financial Group, Inc. and Trevor B. Price,
dated as of October 7, 2002.
(B) Reports on Form 8-K
A current report on Form 8-K was filed on August 14, 2002 that included
Item 7. "Financial Statements and Exhibits" and Item 9. "Regulation FD
Disclosure."
A current report on Form 8-K was filed on November 8, 2002 that
included Item 5. "Other Events."
31
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: November 14, 2002 By: /s/ James S. Pak
----------------------------- ------------------------------
James S. Pak
Chief Financial Officer
32
CERTIFICATIONS PURSUANT TO RULE 13A-14 UNDER THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED
I, Dean Stamos, Chief Executive Officer, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Vie Financial Group,
Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
November 14, 2002
/s/ Dean Stamos
- -------------------------------
Dean Stamos
Chief Executive Officer
33
CERTIFICATIONS PURSUANT TO RULE 13A-14 UNDER THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED
I, James S. Pak, Chief Financial Officer, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Vie Financial Group,
Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
November 14, 2002
/s/ James S. Pak
- ------------------------------------
James S. Pak
Chief Financial Officer
34