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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

For the fiscal year ended March 31, 2004

OR

For the transition period from                      to                     

Commission File Number: 001-11747

VIE FINANCIAL GROUP, INC.

1114 AVENUE OF THE AMERICAS, 22^ND FLOOR

NEW YORK, NEW YORK 10036

(212) 575-8200

1835 MARKET STREET, SUITE 420

PHILADELPHIA, PENNSYLVANIA 19103

(215) 789-3300

(Former address of principal executive offices)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

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

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

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

DOCUMENTS INCORPORATED BY REFERENCE:

Proxy Statement relating to the 2004 Annual Meeting of Stockholders (incorporated, in part, in Form 10-K Part III)

VIE FINANCIAL GROUP, INC.

FORM 10-K

For the Fiscal Year Ended March 31, 2004

INDEX

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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:

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.

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PART I

In this Form 10-K, the terms “Vie,” “we,” “our” and “us” refer to Vie Financial Group, Inc. and its subsidiaries, unless the context suggests otherwise.

Overview of Our Business

Vie Financial Group, Inc. and its subsidiaries provide electronic trading services to institutional investors and broker-dealers. Our sophisticated proprietary trading algorithms and licensed trading technology enable us to deliver superior trade execution quality while considerably reducing information leakage. Our objective is to provide our clients with high-performance trading that is fast, efficient and nearly invisible to the market.

Our subsidiaries include Vie Securities, LLC, Universal Trading Technologies Corporation, Electronic Market Center, Inc., and Ashton Technology Canada, Inc.

Our current product offering consists of various trade execution services that we provide through our broker-dealer subsidiary Vie Securities, LLC. We offer a suite of proprietary algorithms designed to minimize market impact, provide our customers an anonymous presence in the marketplace, and achieve various benchmarks including, but not limited to, the volume-weighted average price (VWAP).

Vie Financial Group, Inc. was formed as a Delaware corporation in 1994. Vie’s subsidiary Universal Trading Technologies Corporation (UTTC) was incorporated in February 1995 with the business objective of designing, developing and utilizing products for the securities trading market. In September 1995, UTTC entered into an agreement with the Philadelphia Stock Exchange to employ its Universal Trading System (later renamed eVWAP) as a facility of the Exchange through its subsidiary REB Securities. eVWAP was a fully automated system that permitted market participants to trade eligible securities before the market open at the volume-weighted average price for the day. The VWAP is a widely accepted benchmark used by broker-dealers and institutional traders, and is derived from adding up the dollars traded for each transaction during a specified interval of time and then dividing by the total shares traded during the interval. In August 1999, we launched eVWAP, which was our primary product offering through the fiscal year ended March 31, 2002. Our last trade through the eVWAP system was in March 2002, and we mutually agreed with the Philadelphia Stock Exchange not to seek an extension of the eVWAP pilot facility on November 29, 2002 in order to focus on the business we now operate through Vie Securities.

We began operating Vie Securities in July 2000 as a broker-dealer and a member of the Philadelphia Stock Exchange. In September 2002, Vie Securities received approval to operate as a member of the NASD. Effective September 2003, Vie Securities is our sole operating entity. Vie Securities provides liquidity for block trades to our buy-side institutional clients and broker-dealer customers. We anonymously match customers’ orders with liquidity from various sources, thereby protecting our client trade information. Our trading products include Limit VWAP, Point-to-Point VWAP, Best Efforts VWAP, and other program trade execution products, including our new RapidEx product. We have added intelligent systematic program trading tools to our “flagship” VWAP products, and we expect the percentage of our revenues derived from these offerings to increase in the next fiscal year. We collect commissions from our customers and pay execution fees to our liquidity partners and trade execution venues on a per-share basis.

Prior to September 2003, Vie Institutional Services, Inc., a subsidiary of UTTC, served our buy-side institutional customers, while Vie Securities served our broker-dealer customers. On September 15, 2003, we withdrew our broker-dealer registration with the Securities and Exchange Commission for Vie Institutional Services and we withdrew its memberships with the NASD and the Philadelphia Stock Exchange. We retained the customers of Vie Institutional Services by establishing account relationships with those customers through Vie Securities, LLC. The decision to concentrate all of our broker-dealer operations in one entity has enabled us to concentrate our capital resources and eliminate infrastructure redundancies that existed in our prior organizational structure. Further, during the fiscal year ended March 31, 2004, we merged Vie Institutional Services and REB Securities, Inc. into their parent company, UTTC to further simplify our corporate organizational structure.

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During the fiscal year ended March 31, 2004 our three largest customers, including a hedge fund, a market maker, and a broker-dealer, accounted for approximately 21%, 9% and 8%, respectively of our revenues, or a total of approximately 37.5% of our revenues. Our top three customers for the fiscal year ended March 31, 2003 accounted for a total of approximately 65% of the revenues during that year, and two of those customers were also in the top three customers for the fiscal year ended March 31, 2004. Our customer base is susceptible to frequent change. Because our customer arrangements are not contractual, customers are free to trade with multiple service providers. Further, there is intense competition in the market for algorithmic trade execution services. Because our customers trade with us at will, and their relationship with us can be terminated at any time, we have no control over whether our current customers will continue to do business with us. Although our customer base continues to become less concentrated as our revenues increase, if we are unable to maintain a diversified customer base, then the loss of individual customers may materially and adversely affect our business, financial condition and results of operations.

In September and October 2003, we raised an aggregate of $5 million through the issuance of our series H convertible preferred stock. On September 30, 2003, we issued shares of our series H preferred for an aggregate of $3.5 million to SOFTBANK Capital Partners LP, SOFTBANK Capital Advisors Fund LP and SOFTBANK Capital LP, each a Delaware limited partnership (SOFTBANK). On October 9, 2003, we issued additional shares of series H preferred for an aggregate of $1.5 million to Draper Fisher Jurvetson ePlanet Ventures L.P., a Cayman Islands limited partnership, Draper Fisher Jurvetson ePlanet Partners Fund, LLC, a California limited liability company, and Draper Fisher Jurvetson ePlanet Ventures GmbH & Co. KG, a German partnership (DFJ ePlanet), on the same terms as the series H preferred shares issued to SOFTBANK. Also on October 9, 2003, DFJ ePlanet converted the $1,062,889 of outstanding principal and accrued interest on their subordinated convertible notes issued in December 2002 into shares of series H preferred, and on October 29, 2003, SOFTBANK converted the $1,493,333 of outstanding principal and accrued interest on their subordinated convertible notes issued in December 2002 into shares of series H preferred. As a result of these transactions, SOFTBANK and DFJ ePlanet are entitled to 40% and 21%, respectively, of the aggregate voting rights with respect to all classes of our outstanding common and preferred voting stock. SOFTBANK and DFJ ePlanet are also investors in OptiMark Innovations, Inc. a Delaware corporation that controls approximately 26% of the aggregate voting rights with respect to all classes of our common and preferred voting stock. 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 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.

On April 8, 2004, our stockholders voted to amend our certificate of incorporation to authorize a 1-for-100 reverse split of our common stock. We completed the reverse split on April 20, 2004. The purposes of the reverse stock split were to create a sufficient number of authorized but unissued shares of our common stock to permit the full conversion of the series H preferred and the conversion or exercise of all other existing convertible securities, for future issuances of common stock or convertible securities, and to reduce the number of outstanding shares of common stock to a number that is more comparable with the market capitalization of similar companies in our industry. On April 21, 2004, all of the shares of series H preferred were converted into 14,179,437 shares of common stock. All common share and per share numbers in this document have been restated to reflect the reverse split.

We have recognized recurring operating losses since our inception and have financed our operations primarily through the issuance of debt and equity securities. As of March 31, 2004, we had an accumulated deficit of $111,531,101 and stockholders’ deficiency of $4,647,497, which raises doubt as to our ability to continue as a going concern. We are actively exploring alternative sources of capital, including additional financing arrangements and strategic relationships with other firms. If we are unable to accomplish either of these objectives or generate sufficient cash flows from operations to fund our business within the next three months, we will be unable to continue operating as an independent entity. There is no assurance that we will be successful in accomplishing these objectives, nor can we predict the terms or the impact on existing holders of our common stock of any potential financing or strategic transaction.

Our principal executive offices are at 1114 Avenue of the Americas, 22^nd Floor, New York, New York 10036. Our telephone number is (212) 575-8200. Our website is www.viefinancial.com. Information on our website does not constitute part of this document.

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Other Affiliates

Ashton Technology Canada, Inc.

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

On June 11, 2003, Ashton Canada filed an arbitration claim against the Toronto Stock Exchange for breach of contract under the June 7, 2000 agreement to introduce the eVWAP trading system. Ashton Canada is no longer operational, has no employees, and currently has the sole objective of focusing on the arbitration claim with the Toronto Stock Exchange. The arbitration claim states that Ashton Canada designed, developed and was prepared to deploy eVWAP as a facility of the primary Canadian exchange when the Toronto Stock Exchange circumvented the deployment of eVWAP without proper excuse. The Ashton Canada arbitration claim was filed in Toronto, Ontario and seeks substantial damages. On August 22, 2003, the Toronto Stock Exchange filed a counterclaim against Ashton Canada seeking specific performance of the integration agreement, or in the alternative, a declaration that it is entitled to terminate the agreement without penalty. The arbitration case began in May 2004, and closing arguments were submitted to the arbitrator in June 2004.

Electronic Market Center, Inc. (Discontinued Operations)

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

Products and Services

Our primary source of revenues during the three fiscal years ended March 31, 2004 has been our flagship VWAP product line. We believe VWAP has worldwide recognition as a benchmark used by broker-dealers and buy-side institutions to measure traders’ performance. VWAP is derived from adding up the dollars traded for each transaction during a specified interval of time and then dividing by the total shares traded during the interval. Our VWAP products were developed to help our customers meet this widely accepted yet difficult to achieve benchmark. Our VWAP products include the following:

With Full-Day VWAP, traders can execute large transactions prior to market open and lock in the VWAP for their buy and sell orders. This product permits short sales that are exempt from the SEC’s up-tick rules for a large group of listed securities.

This unique and flexible product significantly reduces trade execution risk by allowing customers to achieve limit order protection and anonymity for large blocks that are incrementally filled using VWAP tracking algorithms. With Limit VWAP, a customer can place an order to buy at the VWAP benchmark without exceeding a price specified by the buyer in advance. Conversely, the Limit VWAP also allows a

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customer to sell at the VWAP benchmark without going below a pre-specified price. Limit VWAP is designed not to go outside of the boundaries of the customer’s price.

This product gives traders the flexibility to benchmark off the VWAP in fifteen-minute intervals during the trading day. A sample Point-to Point VWAP trade can be placed at 11:15 am and end at 3:45 pm. Buy and sell orders for each point-to-point session are priced at the primary market VWAP for the specified interval. Point-to-Point VWAP orders generally must be received five minutes before the beginning of the fifteen-minute trading interval.

Best Efforts VWAP uses our proprietary and licensed VWAP trading algorithms to achieve pricing that closely tracks the volume weighted average price. Best efforts orders have a cancellation feature and receive the composite price achieved over the specified interval.

In addition to VWAP-based trading, we offered the following trade execution services during the fiscal year ended March 31, 2004:

This direct access service enables clients to trade NYSE, Nasdaq and AMEX stocks on a single platform, offering a connection to multiple liquidity sources. We accept these orders via a FIX connection, e-mail, FTP, fax and phone.

For program and quantitative traders who need to trade large baskets of securities, including Nasdaq issues, at the opening or closing price, we offer MOO and MOC, which guarantee the beginning-of-day opening price or the end-of-day closing price on orders received within specified time parameters.

This strategy allows traders to employ market neutral trading strategies by trading highly correlated stock and acting upon their convergence or divergence.

Since the beginning of 2004, we have increasingly focused on bringing electronic trade execution algorithms to institutional clients. As awareness has increased among institutional investors of the benefits of algorithmic “low-touch” trading methods, we have seen the beginning of a race among institutional brokerages to provide such low-touch trading services. These services enable investors to not only tap most markets directly, but to also form automated buy and sell strategies that create minimal market impact, without the type of human interaction that has driven trading for decades.

The value proposition for algorithmic trading performance lies in the various proprietary trading methods employed by brokerage firms. These strategies track a wide range of current, historical and long- and short-term investment data to develop their electronic trading algorithms. In addition to RapidEx^SM, we have added the following products to compete in this space:

An algorithmic stock-specific, multi-factor and multi-venue model based on historical data. When conditions are predicted to be favorable for short-term movement in the trade direction, the model opens the trading “window”. The model closes the window and cancels all open orders when direction is predicted to be unfavorable.

An algorithm that is designed to accommodate corporate repurchases and that complies with regulatory requirements applicable to corporate repurchases.

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Through our collaboration with a highly regarded market impact measurement service, we provide our clients with a customer-specific trade performance report. We expect to realize both customer relationship benefits, in a market where customers are increasingly focused on execution quality, and benefits in monitoring our own execution performance.

We are in limited production with all of these products and services and are beginning to recognize revenue from each of them during the first quarter of the fiscal year ending March 31, 2005.

Competition

The algorithmic trade execution and analysis services that we offer compete with services offered by leading brokerage firms and transaction processing firms, and with providers of electronic trading, trade order management systems and financial information services. We also compete with various national and regional securities exchanges and execution facilities, alternative trading systems, electronic crossing networks and other share matching systems for trade execution services. The marketplace for algorithmic and VWAP execution products and services has become highly competitive with the increasing customer demand for these products. Customers demand confidentiality and competitive trade execution quality and commission rates. Our key customer mix is susceptible to constant change as a result of customers’ sensitivity to commission rates, their willingness to engage multiple service providers, and the non-contractual nature of our relationships with customers.

We believe the factors that distinguish our products from those of our competitors include high fill rates, minimal market impact, anonymity, quality of trade execution and pricing, and client service. We provide a real alternative to the traditional and proprietary brokerage relationships; we execute orders on behalf of clients, and we act as principal only to guarantee clients the VWAP. We do not hold securities positions and we do not trade for our own account. This eliminates an inherent conflict of interest that we believe will become an influencing factor as regulatory, audit, compliance and ethical standards increase due to recent corporate abuses, declining institutional fund performance and an overall difficult economic climate. We are beginning to gain access to large firms that previously would not have considered doing business with a firm of our size as a result of recent broad acceptance of algorithmic executions. We believe firms that provide the best services will attract the business, regardless of size. Finally, our network of clients and liquidity partners enables us to match buyers and sellers, giving us the ability to offer higher fill rates than many of the alternative trading systems that we compete with and to work large orders anonymously to prevent client orders from negatively impacting market price.

Although we feel our products offer improved trading performance, flexibility and other benefits, there is no assurance that our products will adequately address all the competitive criteria in a manner that results in a competitive advantage.

Regulation

Government Regulation

As a registered broker-dealer, Vie Securities is subject to significant government regulation, under both federal and state laws, as well as the rules of several self-regulatory organizations, or SROs. The SEC is primarily responsible for the administration of the federal securities laws, while SROs are responsible for the day-to-day regulation of their broker-dealer members. The SEC and SROs are also charged with protecting the interests of the investing public and the integrity of the securities markets. Vie Securities is subject to regulation by the SEC and the NASD with respect to all aspects of the securities business, including sales practices, record keeping, capital structure, and conduct of directors, officers and employees. The SEC, SROs and state securities commissions may conduct periodic examinations of broker-dealers, which can result in censures, fines, orders to cease and desist, or the suspension of broker-dealers, their officers or employees. The principal purpose of these regulations is to protect clients of broker-dealers and the securities markets, rather than to protect the creditors and stockholders of the broker-dealers.

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Net Capital Requirement and Market Risk

As a registered broker-dealer, Vie Securities is also subject to the SEC’s Uniform Net Capital Rule (Rule 15c3-1) under the Securities Exchange Act of 1934. The net capital rule is designed to measure the general integrity and liquidity of a broker-dealer and requires that at least a minimum part of its assets be kept in a relatively liquid form to promptly satisfy the claims of customers if the broker-dealer goes out of business. If our broker-dealer fails to maintain the required net capital, the SEC, and/or NASD may impose regulatory sanctions, which may include suspension or revocation of our broker-dealer license. Also, a change in the net capital rules, the imposition of new rules or any unusually large charge against our broker-dealer affiliate’s net capital could limit our operations. A significant operating loss or any unusually large charge against our broker-dealer affiliate’s net capital could adversely affect our ability to expand or even maintain our present levels of business, which could have a material adverse effect on our business, financial condition and results of operations. Also, these net capital requirements limit our ability to transfer funds from our broker-dealer affiliate to Vie Financial Group.

We have elected to use the basic method permitted by Rule 15c3-1, which requires that we maintain minimum net capital equal to the greater of $100,000 or 6²/3% of aggregate indebtedness. At March 31, 2004, Vie Securities had net capital of $2,100,873, of which $2,000,873 was in excess of required net capital.

Vie Securities engages in principal trading activities in order to guarantee the VWAP on certain customer orders, which may include the purchase, sale or short sale of securities and derivative securities. These activities are subject to a number of risks including price fluctuations and rapid changes in the liquidity of markets, all of which subjects the capital of Vie Securities to substantial risks.

Proprietary Intellectual Property Rights

Our success is dependent, in part, upon our proprietary intellectual property. We generally protect these property rights as trade secrets through employee and third party confidentiality and non-disclosure agreements, license agreements, and other intellectual property protection methods. We are also exploring protecting our proprietary intellectual property through patents, registered trademarks, and registered copyrights.

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. While our competitive position may be adversely affected by the unauthorized use of our proprietary information, we believe the ability to protect fully our intellectual property is less significant to our success than other factors, such as the knowledge, ability and experience of our employees and our ongoing product development and customer support activities.

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. 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 business, results of operations, and consolidated financial condition.

Employees

As of March 31, 2004, we employed a total of 23 full-time personnel.

Availability of Public Reports

Our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K are available without charge on our web site at http://www.viefinancial.com. You may also obtain copies of our reports without charge by writing to: Vie Financial Group, Inc., 1114 Avenue of the Americas, New York, NY, 10036, Attention: Investor Relations.

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Effective June 20, 2002, we entered into a three-year sublease for approximately 6,000 square feet of office space at 1114 Avenue of the Americas, 22^nd Floor, New York, New York 10036. Effective October 1, 2003, we moved our principal executive offices to this location. Prior to October 1, 2003, this location served our New York-based staff, which included administrative, marketing and technology employees.

On December 23, 1999, we entered into a ten-year lease for approximately 11,000 square feet of office space at 1835 Market Street, Suite 420, Philadelphia, Pennsylvania 19103. This location served as our corporate headquarters prior to October 1, 2003. On June 3, 2004, we entered into an agreement to sublease this space for its entire remaining term.

We also previously leased approximately 1,675 square feet of office space at 1900 Market Street, Suite 701, Philadelphia, Pennsylvania 19103, pursuant to a sublease expiring in May 2005; however, we mutually agreed to terminate the sublease effective May 31, 2004. This was previously the principal location for our data center, which is now primarily located at a third-party “co-location” facility in Manhattan at 33 Whitehall Street, New York, New York 10004. We lease the Manhattan data center facility pursuant to a one-year lease agreement expiring in August 2004.

In May 2003, two former employees filed separate claims against us with the U.S. Department of Labor/ Occupational Safety & Health Administration (DOL). The claims both allege employment practice issues under the Sarbanes-Oxley Act of 2002. On June 12, 2003, we responded to both claims and denied all allegations. Under the Sarbanes-Oxley Act, claimants can file a civil suit if the DOL has not issued a final decision within 180 days of the filing of the complaint. On January 30, 2004, the former employees filed a complaint in the United States District Court for the Eastern District of Pennsylvania. Although we believe the allegations are without merit, the outcome of these proceedings is uncertain. We do not expect a material adverse impact on our financial condition and results of operations as a result of these claims.

On June 7, 2000, our subsidiary, Ashton Canada, entered into a written agreement with the Toronto Stock Exchange Inc. for the integration of Ashton Canada’s eVWAP trade match software, equipment and communications facilities with the Toronto Stock Exchange’s continuous auction market for securities. After Ashton Canada had designed and implemented the eVWAP software and assisted the Toronto Stock Exchange in securing all necessary approvals of the Ontario Securities Commission, the Toronto Stock Exchange, without proper justification or excuse, suspended the integration of eVWAP. Thereafter, following failure by the parties to resolve this matter, on June 11, 2003, Ashton Canada filed an arbitration claim against the Toronto Stock Exchange seeking damages of US $30 million for breach of contract, interest in the amount for a period as may be determined by the arbitrator, and costs of the arbitration. The arbitration was filed under the Ontario Arbitrations Act. On August 22, 2003, the Toronto Stock Exchange filed a counterclaim against Ashton Canada seeking specific performance of the integration agreement, or in the alternative, a declaration that it is entitled to terminate the agreement without penalty. The arbitration case began in May 2004, and closing arguments were submitted to the arbitrator in June 2004. The outcome of these claims is uncertain at this time.

On May 20, 2002, Finova added us as a defendant in the case Finova Capital Corporation v. OptiMark Technologies, Inc., OptiMark, Inc and OptiMark Holdings, Inc., Docket No.: HUD-L-3884-01, Superior Court of New Jersey-Hudson County. Finova asserted claims arising out of an equipment lease agreement pursuant to which Finova alleged that OptiMark Technologies, Inc (now known as OptiMark US Equities, Inc.) agreed to lease certain equipment from Finova. Finova made claims in unspecified amounts exceeding $6 million (plus interest, late charges, litigation costs and expenses) for, among other things, fraudulent conveyance of certain assets comprised, at least in part, of the intellectual property and non-cash assets acquired by us from Innovations on May 7, 2002. Pursuant to an indemnification agreement, OptiMark US Equities, Inc. will indemnify Vie from any claims relating to the alleged fraudulent conveyance. The parties entered into a settlement agreement and mutual release, effective as of June 19, 2003, whereby OptiMark Technologies, Inc., OptiMark, Inc., OptiMark Holdings, Inc. and OptiMark

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US Equities, Inc. (the OptiMark Payees) agreed to pay Finova $1,000,000 over three installment payments. In accordance with the agreement, we and our parent, OptiMark Innovations Inc., are not required to make any cash contribution or otherwise to the settlement and are unconditionally released from any claims by Finova once the OptiMark Payees have paid Finova the first $200,000 installment. Thereafter, Finova’s sole remedy under the agreement would be to enter judgment only against the OptiMark Payees by way of a Consent Judgment. The first installment was paid on July 28, 2003, thus, we and OptiMark Innovations are relieved of any future liability related to this matter. Additionally, related to the first installment having been paid, a Stipulation of Dismissal with Prejudice executed by the parties was filed with and accepted by the Court on August 1, 2003.

At a special meeting of stockholders held on April 8, 2004, our stockholders approved a proposal to amend our certificate of incorporation to effectuate a 1-for-100 reverse common stock split.

Under Delaware law, adoption of the reverse stock split amendment required the affirmative vote of the holders of a majority of the “Voting Stock”, which, for purposes of the special meeting, is defined as the aggregate number of votes that holders of our common stock, our Series G convertible preferred stock and our Series H convertible preferred stock were entitled to cast at the special meeting. Under the certificates of designations for our Series G convertible preferred stock and our Series H convertible preferred stock, holders of our Series G convertible preferred stock and our Series H convertible preferred stock voted together as a single class with holders of our common stock on an as-converted basis.

Upon the recommendation of the Company’s special committee of independent directors, adoption of the reverse stock split amendment was conditioned upon the requirement that the holders of a majority of the Minority Shares do not vote against such amendment (the “reverse majority-of-the-minority” condition). “Minority Shares” means outstanding shares of our common stock owned other than by OptiMark Innovations Inc., holders of outstanding shares of our Series G convertible preferred stock (and the common stock into which such shares are convertible) and holders of outstanding shares of our Series H convertible preferred stock (and the common stock into which such shares are convertible). This reverse majority-of-the-minority voting condition was implemented upon the recommendation of the special committee to permit the holders of a majority of the Minority Shares to determine whether the reverse stock split would occur by enabling them to affirmatively vote against such transaction.

There were a total of 23,393,504 shares of Voting Stock entitled to vote at the special meeting, which consisted of 22,550,831 Majority Shares (defined as all shares of Voting Stock other than the Minority Shares) and 842,673 Minority Shares. The Reverse Stock Split had to be approved by at least 11,696,752 shares of the Voting Stock. In addition, under the reverse majority-of-the-minority condition, adoption the Reverse Stock Split required that at least 421,337 Minority Shares not vote against the Reverse Stock Split. The number of votes cast for, against or withheld, as well as the number of abstentions was as follows:

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PART II

We completed a 1-for-100 reverse split of our common stock on April 20, 2004. All common share and per share numbers in this document have been restated to reflect the reverse split.

The initial public offering of our stock was in May 1996, for 24,725 shares at an offering price of $450 per share. Our common stock trades on the OTC Bulletin Board under the symbol “VIFI”, effective as of April 20, 2004, the date of the reverse split. The following sets forth, by calendar quarter, the range of high and low closing prices per share for the common stock as reported on the OTC Bulletin Board:

On June 25, 2004, the closing price of the common stock was $0.32. As of March 31, 2004, our common stock was held by 496 stockholders of record.

Since our inception in 1994, we issued eight classes of convertible preferred stock in private placements exempt from registration under Section 4(2) of the Securities Act of 1933 and Regulation D thereunder (See Notes 8 and 9 to the Consolidated Financial Statements).

We have never declared or paid any dividends on our common stock, and we do not anticipate paying any dividends on our common stock at this time.

There were no repurchases of registered equity securities during the last quarter of the fiscal year ended March 31, 2004.

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The following selected consolidated financial data are derived from our consolidated financial statements. Goldstein Golub Kessler LLP, our independent auditors, have audited the financial statements. Net loss per share information has been retroactively restated to reflect our 1-for-100 reverse stock split on April 20, 2004. You should read this data in conjunction with the consolidated financial statements and related notes, contained in Item 8, as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contained in Item 7.