AS  FILED  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION ON MARCH 16, 2000
                                               REGISTRATION NO. 333-____________



                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                              ____________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              ____________________

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



          NEW YORK                                            65-0789306
(State or Other Jurisdiction of                            (I.R.S. Employer
Incorporation or Organization)                            Identification No.)





                             3040 Nostrand Avenue
                         Marine Park, New York  11229
          (Address of Principal Executive Offices, Including Zip Code)

                              Consulting Agreements
                            Legal Retainer Agreement
                            (Full Title of the Plan)
                              ____________________

                               Mitchell H. Cushing
                             3040 Nostrand Avenue
                         Marine Park, New York  11229
                                 (718) 677-4111
           (Name, Address, and Telephone Number of Agent for Service)


                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>

<S>                  <C>           <C>                         <C>                        <C>


Title of Securities  Amount to be  Proposed Maximum            Proposed Maximum           Amount of
to be Registered     Registered    Offering Price per Share    Aggregate Offering Price   Registration Fee


Common Stock,
par value $0.012        285,000     $14.875(1)                 $4,239,375                 $1119.20


(1)     Estimated  solely  for  the  purpose  of  computing  the  amount  of the
registration  fee  pursuant  to Rule 457(c) based on the closing market price on
March 13, 2000.

</TABLE>


                                        1
<PAGE>

                                EXPLANATORY NOTE

WAMEX Holdings, Inc.,   ("WAMX")  has prepared this  Registration Statement  in
accordance with the requirements of Form S-8 under the Securities Act  of 1933,
as amended (the "1933 Act"), to register certain shares of common stock,  $.012
par  value  per  share,  issued  to certain selling shareholders.

Under cover of this Form S-8 is a Reoffer Prospectus WAMX prepared in accordance
with  Part  I  of  Form  S-3  under the 1933 Act.  The Reoffer Prospectus may be
utilized  for  reofferings and  resales of up  to 285,000 shares of common stock
acquired  by  the  selling  shareholders.


                                        2
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

WAMX  will  send  or  give the documents containing the information specified in
Part  1  of  Form S-8 to employees or consultants as specified by Securities and
Exchange  Commission  Rule  428  (b)  (1)  under  the Securities Act of 1933, as
amended  (the  "933 Act".  WAMX does not need to file these documents with the
commission  either  as part of this Registration Statement or as prospectuses or
prospectus  supplements  under  Rule  424  of  the  1933  Act.


                                        3
<PAGE>


                               REOFFER  PROSPECTUS

                              WAMEX Holdings, Inc.
                              3040 Nostrand Avenue
                         Marine Park, New York  11229
                               (718)  677-4111

                       285,000  SHARES  OF  COMMON  STOCK


The   shares  of  common  stock, $0.012 1par value per share, of WAMEX Holdings,
Inc. ("WAMX" or the "Company") offered hereby (the "Shares") will be sold  from
time to time by the individuals listed under the Selling Shareholders section of
this document (the "Selling Shareholders").  The  Selling Shareholders acquired
the  Shares pursuant to Consulting Agreements for consulting and legal services
that the Selling  Shareholders  provided  to  WAMX.

The  sales  may  occur  in  transactions  on the NASD Over-The-Counter market at
prevailing  market  prices or in negotiated transactions.  WAMX will not receive
proceeds  from  any  of  the  sale  the Shares.  WAMX is paying for the expenses
incurred  in  registering  the  Shares.

The  Shares  are  "restricted  securities" under the Securities Act of 1933 (the
"1933  Act")  before  their  sale  under  the  Reoffer  Prospectus.  The Reoffer
Prospectus has been prepared for the purpose of registering the Shares under the
1933  Act  to  allow  for future sales by the Selling Shareholders to the public
without  restriction.  To the knowledge of the Company, the Selling Shareholders
have  no  arrangement  with  any brokerage firm for the sale of the Shares.  The
Selling  Shareholders may be deemed to be an "underwriter" within the meaning of
the 1933 Act.  Any commissions received by a broker or dealer in connection with
resales  of the Shares may be deemed to be underwriting commissions or discounts
under  the  1933  Act.

WAMX's  common  stock  is currently traded on the NASD Over-the-Counter Bulletin
Board  under  the  symbol  "WAMX."

                        ________________________

This  investment  involves  a  high  degree  of risk.  Please see "Risk Factors"
beginning  on  page  37.


NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS  REOFFER  PROSPECTUS  IS  TRUTHFUL  OR COMPLETE.  ANY REPRESENTATION TO THE
CONTRARY  IS  A  CRIMINAL  OFFENSE.
                            ________________________

                                  March 16, 2000


                                        4
<PAGE>

                                TABLE OF CONTENTS


Where  You  Can  Find  More  Information          5
Incorporated  Documents                           5
The  Company                                      7
Risk  Factors                                     37
Use  of  Proceeds                                 41
Selling  Shareholders                             42
Plan  of  Distribution                            42
Legal  Matters                                    43
Experts                                           43

                            ________________________

You should only rely on the information incorporated by reference or provided in
this  Reoffer  Prospectus or any supplement.  We have not authorized anyone else
to  provide  you  with  different  information.  The  common  stock is not being
offered  in  any  state where the offer is not permitted.  You should not assume
that the information in this Reoffer Prospectus or any supplement is accurate as
of  any  date  other  than  the  date  on  the front of this Reoffer Prospectus.

WHERE  YOU  CAN  FIND  MORE  INFORMATION

WAMX is required to file annual, quarterly and special reports, proxy statements
and other information with the Securities and Exchange Commission (the "SEC") as
required  by  the  Securities Exchange Act of 1934, as amended (the "1934 Act").
You  may  read  and copy any reports, statements or other information we file at
the  SEC's  Public  Reference  Rooms  at:

                 450 Fifth Street, N.W., Washington, D.C. 20549;
           Seven World Trade Center, 13th Floor, New York, N.Y. 10048

Please  call  the  SEC  at  1-800-SEC-0330 for further information on the Public
Reference  Rooms.  Our  filings are also available to the public from commercial
document  retrieval  services  and  the  SEC  website  (http://www.sec.gov).

                             INCORPORATED DOCUMENTS

The  SEC allows WAMX to "incorporate by reference" information into this Reoffer
Prospectus,  which  means that the Company can disclose important information to
you  by  referring  you  to another document filed separately with the SEC.  The
information  incorporated  by  reference  is  deemed  to be part of this Reoffer
Prospectus, except for any information superseded by information in this Reoffer
Prospectus.


                                        5
<PAGE>

WAMX's  Report  on  Form  8-K,  dated  March  14, 2000 is incorporated herein by
reference.   WAMX  also  incorporates  herein   by  reference  the  Form 10-SB
filed  by  Conchology, Inc.,  the  Company's  predecessor, filed on November 22,
1999.  In  addition,  all documents filed or subsequently  filed  by the Company
under Sections 13(a), 13(c), 14and 15(d) of the 1934 Act, before the termination
of this offering, are incorporated by reference.

The  Company  will  provide without charge to each person to whom a copy of this
Reoffer  Prospectus is delivered, upon oral or written request, a copy of any or
all  documents incorporated by reference into this Reoffer Prospectus (excluding
exhibits unless the exhibits are specifically incorporated by reference into the
information the Reoffer Prospectus incorporates). Requests should be directed to
the  Chief  Financial Offer at WAMX at WAMX's executive offices, located at 3040
Nostrand  Avenue,  Marine  Park,  New  York  11229.  WAMX's  telephone number is
(727)  669-7781.


                                        6
<PAGE>

                                THE  COMPANY

BUSINESS

This  Reoffer  Prospectus contains certain forward-looking statements within the
meaning  of the federal securities laws.  Actual results could differ materially
from  those  projected  in  the  forward-looking  statements  due to a number of
factors,  including  those  set forth under "Risk Factors" and elsewhere in this
Reoffer  Prospectus.

CORPORATE  HISTORY

     WAMEX  Holdings,  Inc., a developmental stage company (hereinafter referred
to  as  "WHI"  or  "the  Company") was organized as The World Auction Market and
Exchange (Holdings), Inc., under the laws of the State of  Delaware, February 9,
1998.  At  the time of incorporation, the Company simultaneously incorporated in
the  State  of  Delaware three (3) subsidiary corporations which were, The World
Auction  Market  and  Exchange  Services,  Inc., WAMEX 3D, Inc. and INSTOX, Inc.

     WAMEX  Holdings, Inc. (WHI) was originally conceptualized in October, 1996.
The  principle  architects of that organization were Mitchell H. Cushing, Sascha
Mundstein,  Russell  Chimenti  and  Hans-Michael  Schoebinger.

     The Treasure Cache, Inc. (TCI) was incorporated in the State of New York in
April,  1992.  TCI's  business model and strategies centered around it's ability
to retail and profit from the distribution of unique arts and crafts merchandise
via  Kiosks  located in high traffic malls in the U.S.  In early December, 1998,
TCI approached WAMEX Holdings, Inc. (WHI) to perform a feasibility study for TCI
as  it related to the possible distribution of  TCI's products via the Internet.
At  that  time  it was decided that both entities should pursue discussions of a
merger.

     On November 18, 1999, the Company changed its name in the State of Delaware
to WAMEX, Holdings, Inc. and changed the name of one  (1) subsidiary, namely The
World  Auction  Market  and Exchange Services, Inc., to WAMEX, Inc.  The Company
changed  its  name and the name of one (1) subsidiary for the purposes of easier
identification  and  because  the  Company  owns  the  registered domain name of
wamex.com.  The Company's Website is presently under construction, however, with
the  exception of the final graphic implementation and some relevant content the
Website  can be viewed at the URL address of www.wamex.com.  Some information on
the  site is password protected due to proprietary information the Company deems
necessary  to  protect  at  this  time.

     On  November  19,  1999,  the  Company consummated a merger with a New York
corporation  named  "The  Treasure  Cache,  Inc".  The  surviving entity was The
Treasure  Cache,  Inc.,  a  New York corporation. Subsequent to the terms of the
merger, the surviving entity changed it's name to WAMEX Holdings, Inc., which is
now  registered  as  a  New  York corporation. The three (3) subsidiaries remain
registered  and  incorporated  in  the  State  of  Delaware.

THE  ORGANIZATIONAL  STRUCTURE

     WHI was formed along with its subsidiaries to develop, grow and maintain an
Alternative Trading System (ATS) (as defined under Regulation ATS promulgated by
the  SEC).  An  ATS  provides  alternative pools of liquidity for its members as
well  as  allowing  them  the ability to trade directly with each other with the
possibility  of price enhancement which is presently not available to individual
investors  in  today's  present  market  structure.


                                        7
<PAGE>

     As the parent, WHI, manages and oversees the activities of its subsidiaries
that  perform  the  following  activities:

-     WAMEX  3D,  Inc.  (W3D),  is  presently  inactive.  WHI  plans to initiate
activities  for  W3D  in  June  of  2000.  Once activated, W3D will be tasked to
provide  the Technological Infrastructure of WHI and the ATS.  As a wholly owned
subsidiary,  W3D's  core  mission  and  business  activities  encompass
conceptualizing,  designing and implementing all of the software programming and
hardware construction necessary to operate an ATS.  This would include but would
not be limited to research and development, functionality, capacity and security
features of our technology as it pertains to the ATS.  After activation, W3D may
also  have  the  resources  available to perform consulting in the Financial and
Database  software  arenas.

In  the  initial  stages,  W3D  will  be  primarily  occupied  with  the further
development  and perfection of the WAMEX ATS, as well as integrating this system
with  in-house  administration  and  accounting  networks.  However,  the  basic
structure  of  the  ATS  software  is  such that a number of applications can be
developed  and  used in the financial industry from the base platform or design.

3D  technicians have developed the proprietary W3D ATS Software Program  Version
1.0  trading software program that allow centralization or routing of individual
and  institutional order flow.  The 3D software has been designed to provide the
base  platform  user  or  ATS  member  with  advanced  trading  applications and
professional  users  with customized service applications that are real time and
dynamic.  3D  trading  software  is  an  easy  to use order entry and management
program.  The  Database Management System (DMS) has been designed to provide the
matching  of  order  parameters  and  the  administration  of order flow, client
portfolio and audit trail information.  The main features of the program and the
DMS  are  as  follows:  Modular  design  for rapid increases in system capacity,
redundancy  system  design  features  for continuous operation during service or
malfunction,  security  designs  to prevent unauthorized entry into the DMS.  It
also provides for the processing of all administration, record keeping and order
flow functions in one system and allows integration of affiliate order execution
and  routing.

Management  has  conceptualized  that  W3D  will  offer as its core business the
development,  production and distribution of financial trading software, systems
hardware design and technical service and support for financial institutions and
their  traders.  At  present  the  company's  technicians work inside the parent
corporation WHI developing and installing trading software applications, designs
and  services  for  the Database Management Systems (DMS) designed for the WAMEX
ATS  activities  and  brokerage  functions.


                                        8
<PAGE>

W3D plans to offer solutions for secure system functions by creating DMS designs
for  institutions  that  consolidate  client  order  flow  or  interact  in  a
decentralized  trading  environment.  W3D  will  provide  all  necessary design,
development,  and construction tasks that the prospective client needs. W3D will
also  provide  system  testing  for  capacity  and  security  and all associated
technical  service  and  support.

W3D  plans  to  provide  integrated  client management systems that allow broker
dealers  to  provide  their  financial  advisors  with  the  most  functional,
easy-to-use  and  affordable order integration and client information management
solutions  in  the  industry.  W3D  plans  to be located and operate in Southern
Florida.

-     WAMEX,  Inc.  (WAMEX)  is  presently  inactive.  WHI  plans  to  initiate
activities  for  WAMEX in June of 2000.  Once activated, WAMEX will be tasked to
provide  the  Operational  Features  of  the ATS.  As a wholly owned subsidiary,
WAMEX's  core  mission  and  business  activities  encompass  conceptualizing,
developing  and  implementing the ATS business strategy via the Internet as well
as  overseeing  ATS administrative operations.  This would include but would not
be  limited  to  analyzing and implementing marketing strategies, developing and
supervising  the  administration  and customer service divisions and identifying
possible  strategic  acquisitions.

As  a  peripheral mission, WAMEX will be tasked by WHI to provide the Regulatory
Agencies (SEC and NASD) with assistance in forming a Standardized Internet Trade
Report (SITREP).  WAMEX was one of the first announced ATS platforms (as defined
under Regulation ATS) and has, through its No-Action approval process, attempted
to  provide  the  SEC's  Division  of  Enforcement  with  advanced ATS Reporting
Techniques  via  its  proprietary  DMS design.  It is an issue that WHI feels is
necessary  in  order  to establish integrity within and for the ATS community as
the  market  for  ATS  trading  grows.

In  and  of  itself, WAMEX has no core proprietary product or service nor has it
conducted  any  business  operations  to  date.  WAMEX  plans  to be located and
operate  in  New  York.

-     INSTOX,  Inc.  (INSTOX)  is  presently  inactive.  WHI  plans  to initiate
activities for INSTOX in June of 2001.  Once activated, INSTOX will be tasked to
provide  an  Alternative  Listing  Facility  (ALF)  (Exchange or Market) via the
Internet  for  companies  that elect to list on alternative forums (Exchanges or
Markets).

The  INSTOX  stock  exchange  operation  is  currently  in its conceptual stage.
INSTOX  plans  to  offer  as  its  core  business an Internet Stock Exchange for
companies  that  elect  to  list  their  shares for public trading.  INSTOX will
provide  a  source of capital for companies that are at the level of development
and  meet  the  listing  requirements  of  the  exchange.


                                        9
<PAGE>

There  are  thousands  of  companies that have applied to regulatory authorities
seeking approval for the issuance of private placement memorandums and Offerings
through  the  Internet.  A  majority  of these companies do not meet the listing
standards  of the traditional exchanges for various reasons.  The main factor is
their  inability to find and afford capital procurance through traditional means
of investment banking.  Finding a lead underwriter, syndicate partners, selected
dealer  agents,  market  maker support and exchange approval are all cumbersome,
costly  and  inefficient  with  respect  to  the  needs  and strategies of young
companies.  Through  the vision of the regulatory agencies, these companies have
seen  the  availability  of  alternative  means  of  raising capital through the
Internet.  At  the  present  time, there are too few Internet Investment Banking
enterprises  to satisfy demands for processing of registration, distribution and
support  that  these  companies  need  in  order  to  accelerate their corporate
objectives.

There are companies that are prepared to operate as publicly traded companies on
alternative  exchanges,  where  liquidity is determined by the accessibility and
direct participation of the investing public.  As this segment of the investment
banking  industry grows very rapidly, the number of publicly traded companies is
expected  to  multiply in the coming years.  Furthermore, companies both foreign
and domestic understand the advantages of co-listing their securities on as many
exchanges  as  possible  in  order  to  create  the  maximum  exposure to global
liquidity.

INSTOX, by establishing listing requirements that are more easily obtainable and
still  ensure  the  quality  of the companies publicly traded, will create a new
avenue  of  opportunity  for companies in need of capital.  The creation of this
market further satisfies the needs of investors that are searching for unnoticed
values and equity stakes in companies at an early development stage.  Management
understands  that  INSTOX  will  need  regulatory  approval  as well as possibly
obtaining  Self  Regulatory  Organization  (SRO)  status in order to operate and
realize  its  corporate  and strategic objectives.  WHI is currently exploring a
strategy  to implement operations within the next 18-24 months.  To date, INSTOX
has  not  conducted  any  business  operations  nor  does  it have any services,
products,  assets or proprietary intellectual property.  The planned location of
operations  is  in  New  York.


                                       10
<PAGE>

MANAGEMENTS  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

OPERATIONS  TO  DATE

     Since  its  inception  the Company has maintained 2 locations for principal
business  operations.  An  International office located in Vienna, Austria and a
U.S.  office located in New York.  The Vienna office manned by Mr. Mundstein has
served  as  the  base  of operations for the Company's European introduction and
funding operations.  The U.S. office manned by Mr. Cushing, Mr. Chimenti and Mr.
Schoebinger  has  served  as  the  base  of operations for the technological and
business  development  of  the  Company.

     The  primary  core  business operations of WHI since its inception has been
the  formulation and development of its strategies as it relates to operating an
ATS  through  its  subsidiaries  and corporate partners.  The Company has relied
heavily  on  its  key  personnel,  Mitchell H. Cushing, Russell Chimenti, Sascha
Mundstein  and  Hans-Michael  Schoebinger  to  provide all of the key strategic,
developmental  and  funding  functions  of  the  Company.

     The  Company's  management  strategized  a  three  prong  approach  towards
achieving  its objective in launching and maintaining the WAMEX ATS: Technology,
Securities/Regulation,  and  Funding/Administration.

TECHNOLOGY

     Mr.  Schoebinger has been designated as the Chief  Technology Officer (CTO)
of  WHI.  He  was  tasked in 1997 to theoretically design a platform of software
and hardware that would support the functions of investors trading directly with
each  other  via  the  Internet.  In  1998,  Mr.  Schoebinger  hired two (2) DMS
programmers  to  assist in building the base software platform (W3D ATS Software
Program  )  and  the  customized  trading  application  (IOMS).

     The work on the base application was completed in April 1999.  The software
was  most  recently  reviewed  by  ORACLE  in October 1999 for functionality and
theoretical  design.  That  review  concluded that the base application is sound
and  will function as needed based on the design of the architecture of the DMS.
ORACLE  has  suggested  some  additions  and  changes to the program to increase
efficiency and system integrity which the Company has already implemented in the
program.  As  a  result  of  that review, the Company has met with ORACLE and is
presently  engaged  in negotiations with them to assist in the implementation of
the  software  program and the web architecture for the ATS.  The only remaining
features that need to be implemented are the necessary linking parameters to the
Clearing  and Executing Broker Dealers.  These features will be established once
the  Company  selects  the  entities  to  perform  these  functions  (see
Securities/Regulation).


                                       11
<PAGE>

     The  hardware  which consists of Sun Microsystems servers has been designed
to  incorporate the proposed functions of the ATS and its members using ORACLE 8
serverware  and  WAMEX ATS Software.  Contracts were negotiated in 1998 with Sun
to provide the equipment.  Since 1998, the base design of the server has changed
twice  because of the rapid advancement in functionality of the hardware, making
recent  designs  much  more efficient and less expensive.  Management originally
discussed the possibility of buying the equipment , however, through discussions
with  ORACLE,  Sun  Microsystems  and UUnet, management is presently considering
leasing  the  equipment.  The  leasing  option affords the Company the luxury of
decreased  initial  cash investment into the DMS and the option to change server
equipment  within  2-3  years  as  technology  outpaces  present  hardware
functionality.  The  Company  can have the hardware delivered, built, tested and
functional  within  60  days.

     Server  location  is  also  a primary concern for management.  The location
must  provide  for  the  efficient  operation,  contingency  power  supplies and
security  of  the  DMS  hardware.  As  such, in 1998, the Company entered into a
preliminary  agreement  with  Telehouse  of New York to host the server upon the
initiation  of  ATS  operations.  Since 1998, the Company has identified several
other  less expensive yet highly reliable locations to host the hardware.  Among
them  are  NetLinks  and  AboveNet  located  in  Florida  and  Washington, D.C.,
respectively.  Management  has  entered into discussions with these companies to
bid  for  the  hosting  of  the server.  Management has concluded that all three
locations and companies would be compliant with the NASD's and SEC's requirement
in functionality, catastrophic contingency and redundant back-up power supplies.
The  Company  can  have  the  location  secured  within  30  days.

     Management  also  contemplates using one of the three hosting entities as a
site  for  its  back-up  server.  As  all  three  meet  stringent  regulatory
requirements  and  are located in different States in the U.S., management feels
this  would  represent  the  best  possible  scenario  for  implementation  and
contingency  planning

     The  wamex.com  website  was  initially  constructed  by  Trimoto Design of
Austria  in  1998.  Since  then  the  Company has changed the design of the site
twice  in  order to make the website easier to navigate through and to present a
more  updated  approach  to the market in terms of what the Internet users would
like  to see and use.  The website is presently hosted in Canada and the Company
plans  to have the website hosted in the U.S. within the next 30 days.  The site
presently  is  not  password  protected so that the public may view the content.
The  website  does not, at this time, contain the actual ATS content and trading
capability  planned  to be deployed by the Company in June of 2000.  The Company
has  engaged  NYD2  through  contract  to  design the front-end interface of the
website  as  well  as  assisting  the  Company  in  its branding, marketing, and
advertising  strategies.

SECURITIES/REGULATION

     Management  has  focused  on  completing two objectives in this arena.  The
regulatory  approval  to  operate an ATS as defined under Regulation ATS and the
support  mechanism  of  the  Sponsoring  and  Clearing  Broker  Dealers.

     In  1997  the Company retained the legal services of Kogan and Taubman, LLC
of  New  York in order to format/submit an application and apply for a No-Action
approval  from  the  SEC in order to operate a completely revolutionary ATS.  At
the  time,  the  SEC  was  contemplating  through  comments  and introduction, a
regulation  that  encompassed  the  growing  ATS  market.  The Company initiated
discussions  with  the  SEC's  Division  of Enforcement (DOE) in June 1997.  The
response  was  favorable and an application for No-Action approval was submitted
to  the  DOE  in  August  1997.


                                       12
<PAGE>

     The Company worked closely with the DOE over the next year in responding to
comments  that  the  DOE  responded with, submitting three separate responses to
questions  asked.  When  it appeared that the Company was close to receiving its
approval (based on the ability to operate the ATS) the SEC formally announced in
October  1998  that  there would be no further No-Action approvals pertaining to
any  ATS.  The  SEC  had  expedited  its approval process for Regulation ATS and
announced  the  implementation  of the regulation for January 1999.  The Company
then  reviewed  the  regulation and applied for approval to operate according to
the  guidelines  of  Regulation  ATS  to  the NASD in April of 1999. The Company
received  comments  from  the  NASD  which  incorporated the following concerns:
Written  Supervisory  Procedures,  Clearing  and  Sponsoring  Broker Dealers and
System  Capacity.  In  June  1999, the Company formally withdrew its request for
approval  so  that  it  could  form the necessary infrastructure that would pass
muster  with  the  NASD  and  Regulation  ATS.

     In  June  1999,  Mr.  Cushing and Mr. Chimenti began discussions with iCap,
Inc.,  a licensed Broker Dealer located in Virginia.  These discussions centered
around an acquisition, whereby iCap would become the property of Mr. Cushing and
Mr.  Chimenti  and  would  subsequently  be the Sponsoring Broker Dealer for the
WAMEX ATS activities. Those discussions are being concluded favorably and should
result  in  the  purchase or acquisition of the Broker Dealer which will in turn
sponsor  the  activities  of  the  ATS.

     Since  its  inception,  the  Company  has been exploring opportunities with
possible  Clearing  Broker  Dealers. To date management has been unsuccessful in
obtaining  a  Clearing arrangement in large part because there was no sponsoring
Broker  Dealer  for  the  ATS  clients or its activities. Other main concerns or
obstacles to agreements were: Lack of capital sufficient to operate an ATS, lack
of  understanding of the ATS concept, competition, lack of sufficient profit for
the  Clearing  Agent,  lack of technical expertise (Clearing side) to implement,
lack  of  motivation  to  change established clearing arrangements and lack of a
Sponsoring  Broker.  The Company received the most favorable responses from some
of  the  largest organizations of the financial industry such as DLJ and Merrill
Lynch,  however,  these  organizations  elected  not  to participate because the
business  model  of  the  ATS  was  diametrically  opposed  to their established
profitable  business  models  and  revenue  streams.

     In  September  1999,  the  Company  began to solicit certain other Clearing
Brokers  on  behalf of the Company. The Company has agreed to retain iCap as the
Sponsoring Broker Dealer. As such, the Company has identified no less than three
Clearing  Brokers  that  are  willing  to  employ Clearing arrangements with the
Company. All three are technologically advanced and sufficiently well structured
as to alleviate a vast majority of the concerns outlined above. The focus of the
discussions  with  these  entities  has  centered  around their profitability as
Clearing  Brokers.  Although  proprietary in nature, management believes that it
has  answered  those  concerns by adjusting pricing models that are favorable to
the  Clearing  Broker  and  the ATS member. The Company is presently  engaged in
selecting  the  most  favorable  situation  for  the  prospective  ATS  members.
Management  is confident that it has solved in large part all of the concerns of
these Clearing Brokers and will have a Clearing arrangement for the ATS no later
than  May  2000.


                                       13
<PAGE>

     It  is  significant  to  mention  that the final completion of the software
program  is  in large part dependant on whom the Sponsoring and Clearing Brokers
are  because  of  the  necessity  to link all three organizations.  The ATS, the
Sponsoring  Broker  and  the  Clearing  Broker  must be linked through dedicated
lines,  and  protocols  must  be shared in order for the ATS to become seamless.
Management  is  highly  confident  that  although  this  is  an integral step in
accomplishing the continuity of the ATS, it is rather easily accomplished from a
technical  standpoint.  Once  all  of the participants in this venture have been
identified,  management  estimates  no  more  than  45 days of programming to be
required  for  the  linking  phase.

FUNDING/ADMINISTRATION

     Since  its  inception,  management has been working diligently on procuring
the  necessary  investment  capital  to build, grow and maintain the ATS and its
operations. In 1997 the Company was successful in structuring a convertible debt
instrument  with  a  foreign  company  that provided approximately $1,800,000 in
funding.  This funding was used amongst other things to develop the ATS software
program,  procure computers and other programming software, procure the services
of  web  designers  and other programmers and to establish offices in Vienna and
the  U.S.  This  note  was subsequently converted into equity and management was
able  to  bring  the Company from the seed and developmental stages (in terms of
strategy)  to  its  present  stage  of  go-to-market.

     Managements primary concern as it relates to funding was twofold: Operating
Capital  and  Implementation  Funding.  As  such  in  January  1998,  management
initiated  a strategy to find investment principal through Venture Capital (VC),
Investment  Banking  (IB)  and  Private  Investments  (PI). Although the Company
received  many  positive  responses  to  the  concept,  it  was  unsuccessful in
acquiring  the  necessary  funding through exposure to IB and PI capital for the
first  18  months.

     Managements  experience in the financial industry lead to the initiation of
a  strategy  in  late  1998,  that the Company could best obtain funding through
venture capital (VC) exposure. As such, the Company aggressively pursued avenues
of  venture capital. In November 1999, the Company structured and was successful
in  placing  a  $1,000,000  offering  under  Rule 504 of Regulation D to private
investors.  Management  believes that the successful closing and availability of
funds  are  more  than  sufficient  to  operate  WHI  as  the  holding  Company,
administratively  for  the  next  18  months.

     As  a  result of the merger and subsequent listing on the NASDAQ OTC-BB and
the  successful  placement  of  the  offering,  the  Company  has experienced an
increased  exposure  and awareness within the investment community. As such, the
Company  is  presently  entertaining  several  relevant funding offers from both
public  and  private  entities.  Management is in the process of determining the
most  favorable  offers  employing  the  following concerns: Size of investment,
shareholder value, cost of investment, ability to participate in ATS operations,
future funding capabilities, administrative and technical support, and corporate
partnerships. Management is confident that these negotiations will result in the
Company  closing  on  one  or  more of the offers presently available which will
result  in  sufficient  capital for the Company to fully implement the goals and
strategies  of  the business plan. Management expects to finalize one or more of
these  negotiations  no  later  than  April  1,  2000.


                                       14
<PAGE>

     To  date,  management  has  been the Administration of the Company with Mr.
Cushing  as  Chief Executive Officer (CEO), Mr. Chimenti as Chief Administrative
Officer  (CAO),  Mr.  Mundstein  as  Chief  Operating  Officer  (COO)  and  Mr.
Schoebinger as Chief Technology Officer (CTO). The Company has relied heavily on
the  commitment,  skills  and work of these four principals to accomplish all of
the  corporate  strategies.

     Management  has  assigned  appropriate  responsibilities  to  the  senior
principals  identified  above  during  the  Company's  implementation  phase.
Management  is presently in discussions with two real estate agencies in the New
York area to procure space for its corporate activities. It is contemplated that
this  space  will house WHI, WAMEX  ATS administration and iCap, Inc. It is also
contemplated  that  there  may  be  an agreement with iNYC, Inc., of New York to
co-locate  on the same premises as the companies intend to finalize an agreement
to  provide WAMEX ATS members with free high speed Digital Subscriber Line (DSL)
Internet  connection  upon  ATS  activation.

     Once  the  location  for the Company has been procured, management plans to
initiate  hiring  of  necessary  employees  as  well  as procuring the necessary
technological  infrastructure.  With  the  appropriate  funding,  management  is
confident  that it has the ability, experience and knowledge to accomplish these
tasks no later than July 2000. Management contemplates out-sourcing its customer
service  activities  (with  the exception of Broker Orders and technical service
and support) and is presently seeking an established organization to assume that
responsibility.

RESEARCH  AND  DEVELOPMENT

     As  stated,  the  Company  has completed its base platform software version
with  the  exception of its linking protocols to the Clearing Broker and the SEC
and  NASD  for  purposes  of  reporting  ATS  activities.

     In  terms  of  its  Research and Development (RD), the Company is presently
engaged  in  the  production of its highly advanced Intelligent Order Management
System  (IOMS).  The  ATS base platform and its DMS are proprietary and can only
be  used  when  entering through the WAMEX ATS system and its protocols, whereas
IOMS  is  a  separate  software  program that can be employed with any financial
software  program  from any financial order execution Website (any e-brokerage).

     IOMS is a highly sophisticated order execution software program (by design)
that  management  considers to be extremely confidential.  Management elects not
to  discuss  any  details  of its development, features, uses or applications at
this  time  except that the Company is presently in discussions with one or more
companies  in  the  database  management  industry to assist in its development.
Management  also  elects  not  to  discuss  the  cost of the development of this
software except to say that it will not have a substantive impact on the Company
budget.

MATERIAL  ACQUISITION

     Management  does  not  contemplate any material equipment acquisition other
than  the  DMS (which may be leased) and what is described in the Implementation
Plan.


                                       15
<PAGE>

     Management  notes  that  it  is  presently  in  discussions  with  certain
organizations in the financial industry that the Company has identified as being
possible  acquisition  or  merger  candidates.  As  part  of  the  strategy  of
development,  management  intends  to identify certain Internet and non-Internet
companies  that have synergistic or common operations and strategies and discuss
possibly  acquiring  these  entities. This would depend largely on the following
dynamics:  Impact  on present and future business operations, shareholder value,
available  funding,  need,  necessity, competition and willingness to cooperate.
There  can  be  no  assurance that the Company will be successful in identifying
qualified merger or acquisition candidates, or if it does, that the Company will
be  successful  in  completing  a  transaction  with  them.

     Management  is  presently  negotiating the acquisition of an on-line entity
that  has  the  regulatory  approval  to  operate  an ATS as well as approval to
distribute  offerings via the Internet to accredited and qualified participants.
This  relationship  would have a direct positive impact on the services that the
ATS  would be able to offer its members and may have an accelerated impact as to
the  accelerated  initiation  of  INSTOX  operations.

MATERIAL  CHANGES

     The  Company  does  not  contemplate  any material changes in it's business
operations  or staffing other than what is described in the Implementation Plan.
Management  acknowledges that the Company may have to hire the appropriate Human
Resource  personnel  to  administer the WHI and WAMEX workforce if operations of
the  business  exceed  the  contemplated  goals.

     Mr. Schobinger intends to move from the position of WHI CTO to the position
of  W3D  CEO  when those operations are contemplated to begin in June 2000. This
would  only  affect  the  direct  day-to-day management of the WHI technological
structure  which  at that time will have little if any effect on WHI operations.
As  W3D will be responsible for the technological development and maintenance of
the  WAMEX ATS and it's DMS, management feels that Mr. Schoebinger's talents and
time  will  be  properly  placed  in  W3D.  The Company plans to hire sufficient
personnel  to  administer  the  day-to-day  technology  of WHI's infrastructure.

INDUSTRY  OVERVIEW

     Orders  for  the  purchase  or sale of stock on the New York Stock Exchange
(NYSE),  the  American  Stock  Exchange  (AMEX)  and the National Association of
Securities  Dealers  Automated  Quotations  (NASDAQ) are initiated at the broker
level  whether  the  order  is  solicited  or  unsolicited.  There  are  several
intermediaries  that  account  for  the  steps  involved when the execution of a
specific  order  is desired. Each one of these intermediaries, regardless of the
Exchange  or  Association,  of  course,  gets  a piece of the transaction as his
benefit  for  helping  to  provide  a  link  in the chain of events that provide
so-called  liquidity  in  a  so-called  free  and  transparent  market.

     The  dedicated  specialist  who  owns  a  seat  on  the  NYSE  has  certain
obligations,  such  as  "maintaining  a  market"  for  the security by providing
liquidity.  His  monopoly  on  a  certain stock during trading hours gains him a
constant stream of revenue, a fraction of a dollar per share at a time. However,
access  standards,  transparency,  order  execution,  price,  criminal activity,
language barriers, market operating hours and enormous amounts of intermediaries
and  commissions  has  made  these  markets  and  their  methods inefficient and
unappealing.


                                       16
<PAGE>

     A new breed of investor (self empowered Internet user) has been the fastest
growing  segment  of  the investment population in the world over the last seven
years  and  has literally changed the way the markets and the industry views its
methodology  and  services today. The self empowered investor is concerned about
the  key  issues  of  trading  and  investing  such  as  market transparency and
inclusion  at  the price display level as well as low cost transaction costs, 24
hour trade capability and rapid order execution. In short, a cheap efficient and
reliable  marketplace.

     This  scenario  does  not  and  cannot  exist  under the present structure,
because  there  has  to  be  a certain degree of proprietary trading against all
market  participants in order for the chain of event custodians and participants
such  as  Market  Makers and Specialists to be paid well enough for the inherent
risk  of  providing liquidity. The fact of the matter remains that the investing
public  is  disenchanted  with  the lack of inclusion associated with markets in
general and the unfair access that Institutional clients have to the markets and
exchanges  .

     ATS's  are  nothing  new.  They've  been around for quite some time. In the
1960's,  technological  advances  in computer networking lead to the creation of
Nasdaq,  where  Market Makers compete for orders by providing a firm quote for a
specific  stock,  i.e.  the  buy  and  sell  price  for  a  given  quantity  of
certificates.  Additionally,  investors may be aware of Instinet and the Arizona
Stock  Exchange  as  other  ATS's.

     The  problem  is  that  there  is not now and has never been an ATS for the
investing  public.  They  have  been  restricted  to  market  participants  and
institutional  clients.  New  developments  challenge these niches of privilege.
So-called  "Electronic Control Networks" (ECN's) exploit recent legislation from
the SEC that force market makers to immediately display all received orders that
are  better  than  their own. Even more powerful computer networks allow instant
trading in between the Nasdaq spreads from dedicated terminals. Fifty percent of
Nasdaq volume is executed in this way today. As technology enables more and more
people  to  directly  participate in the market, speed increases, spreads become
smaller;  the  market  becomes  more  efficient.

MARKET

     The  trading of financial instruments is one of the largest and most active
industries  in  the  world.  Traditionally,  established  institutions  such  as
Exchanges  (NYSE)  and  Associations  of  Quotation  Markets  (Nasdaq),  set the
standards  for  access,  execution  prices  and  fees.  However,  a community of
self-empowered  investors  has  emerged  that  is  currently the fastest growing
segment  of  the investing population. This community is presenting the industry
with  challenging  demands that are proving to radically transform the industry.
Moreover,  staggering  developments  in  technologies  such as the Internet have
allowed  these  investors  to  trade  in a new and improved playing field, which
enables  them  to  transact  more  quickly  and  at  a  much  lower  cost.

     However, there are demands that have still not been met. Namely, the desire
on  the  part  of  the  investor  to gain direct access to the transaction, thus
eliminating  inefficiencies such as the middle persons (brokers and traders) and
obtaining the ultimate state of self-empowerment, as well as securing the lowest
possible  cost by direct trading within the open market spreads. This simple yet
basic  concept  would  provide the individual investor with the ability to Price
Enhance  similar  to  Institutions  and  Registered  Broker  Dealers.


                                       17
<PAGE>

     Online Trading  has  proven, in the growth of customer base and its volume,
to  be  the  long-awaited  killer  application for the retail financial services
industry  online.  Because  the  online  medium  empowers  users  with  timely
information  previously  available  only to brokers and institutional investors,
consumers  are  able  to make better investment decisions on their own. As such,
the  Web and online services have rapidly become a viable channel for investment
research  and  retail trading activity. Online investing is on a path to eclipse
online  retail  banking  in  market penetration, reaching 15 million accounts in
2002.  By becoming a dominant consumer access channel in the near future, online
brokerage  services  will  succeed  where online banking services have faltered.

     The  online  investors  of  today - active and self-directed - are bringing
volume  to online-only brokerages, but the fact remains that the demographics of
online  users  will skew toward those of the mass market in the next five years.
According  to  Jupiter  Communications, although a full 68% of online households
(14.8  million) are investing households, only 15.6 percent of online households
(3.4 million) trade online presenting the opportunity for 11.4 million investing
households  to be converted to online trading. Online brokerage customers have a
more  active  trading  behavior  than  traditional  customers  that rely on a FA
(Financial  Advisor)  do. More than a third of total US investing households (10
million) are online, which corresponds with their familiarity with investing and
technology:

THE  PRODUCT

     The  WAMEX  ATSJ  (a  Database  Management  System)  when  constructed  and
operational  will  allow  both  individual  investors  and institutions to trade
securities  directly  with  each  other  over  the  Internet,  eliminating  the
intervention  of  brokers  or  traders.

     When  using  the  WAMEX  Alternative Trading System, investors simply enter
their  desired  order  parameters  into  the  system  and are matched with other
investors. There are no other intermediaries, procedural steps, executing broker
dealers, sale of order flow or proprietary trading against investors. Should the
member  not  be  able  to  find satisfactory order parameters that match, he may
elect  to modify, cancel or route the order through to the company's open market
trading  affiliate  directly to the floor of the exchange. The system will offer
accessibility,  ease  of  use and virtually instantaneous reporting, settlement,
confirmation  and  clearing  along  with  secure  trades.

     Management contemplates the main unique advantages of the WAMEX Alternative
Trading System to be proprietary in nature that have been discussed with the SEC
and  NASD  and  will  conform  to  Regulation  ATS  and  industry  standards. An
alternative to interacting with the Web site through a standard browser is a W3D
Customized  Trading  Software  package  called  IOMS  (The  Intelligent  Order
Management System), which will be made available for downloading. The customized
software  application  has  been  designed  to  provide the member with advanced
screen  trading  applications  and  formatting.

     WHI has developed a workable prototype of the ATS. This prototype is hosted
on  a  WHI server that is equipped with the W3D ATS Software Version 1.0. System
capacity allows for a limited number of users to trade on the system with all of
the  functionality  of  a  larger  scale  version.


                                       18
<PAGE>

STRATEGY

     The  Chairman of the SEC and its entire organization have worked tirelessly
to  transform  the  markets  into a more individual investor focused atmosphere.
Following  this  mandate,  management  feels  that  the  opportunity  to provide
individual  investors  with  the greatest possibility of market transparency and
price  enhancement  in  the  future will be provided through Alternative Trading
Systems  (ATS's).

     The  company  will leverage top management's industry expertise, as well as
in-house  proprietary technology in implementing its strategic goals. Management
intends  to  target  both individual and institutional investors, providing them
with value, service, and security. Marketing efforts will include both an online
and  offline strategy. Management will first adopt the focus approach and target
individual  online  investors.

     According to Jupiter's Consumer Brand Strategies report, all marketers must
employ a brand action marketing strategy: a communication with the consumer that
exploits  interactivity to both build the brand and drive action. Most marketers
are  presently  failing  to  do  this,  taking  instead  either  a  branding  or
direct-marketing  approach,  and  underutilizing  the  online  medium's  unique
interactivity,  which makes linking these activities not only possible, but also
essential.

     Management  intends  to  employ  this dual approach of focusing on consumer
incentives without neglecting brand-building messages. The uniqueness of the ATS
will  always  be  stressed,  and  ad  campaigns will focus on the details of the
services  offered,  including  performance,  products  and  cost  advantage over
traditional  brokers  and  discount  brokers.

     WAMEX  will  basically  offer  the same trading scenario to individuals and
institutions,  even  if  the approach to the trading system will be different by
these  two  customer  segments.  Institutions  will  trade  on  behalf  of their
customers  and for the advantage of their firm, while individuals will trade for
themselves.  However,  the  procedure  is  the  same. By putting individuals and
institutions  into the same trading systems, both sides can profit. Institutions
will  be  able  to capitalize from more liquidity and exposure, individuals from
access  to  each  other.

CUSTOMERS

     The  Company  presently  has  no  customers.  Management has identified the
future  client  base  as  follows:

     Most  WAMEX  clients  will be computer-literate, well educated and aware of
the  Internet  and the investment community, belonging to the information-hungry
and transaction-hungry categories described above. The average client would have
a yearly income of between $50,000 and $120,000, and have speculative investment
principal  of  between  $30,000  and  $500,000. A majority should be self-guided
decision-makers  with  semi-analytical sophistication, white-collar, in a middle
management  position.


                                       19
<PAGE>

     WAMEX clients buy based on some type of research and analysis. They conduct
transactions  based  on cost satisfaction, and therefore appreciate low fees and
transaction  costs.  However,  loyalty and habit play an important role in their
decision  with  whom  they  want  to  conduct  their  business.  They appreciate
convenient  one-stop-shopping  and interactive interfaces, that both facilitates
making  investment  decisions  confidently,  and  delivers  a  certain degree of
entertainment value. In this context, a significant portion of potential clients
will  appreciate  a  service-oriented  intermediary.

     The  Internet  gives  access  to  a global customer base. WAMEX is going to
cater also to the non-US client who will appreciate the multi-language interface
for  enhanced  confidence and less psychic distance. Institutional WAMEX clients
can  range  from  small  to  mid-size  Broker  Dealer  operations, Mutual Funds,
Electronic  Control  Networks  (ECN's),  portfolio  and  equity  managers  and
professional traders. This profile does not preclude recruitment of divisions or
individuals  working  for  larger  firms  in  the  investment  banking business.

     Small institutional investors are defined as brokerage firms with less than
$50MM  of  client  capital  under management. Many of these firms survive with a
mixed  strategy  of  aggressive  marketing  ("cold  calling")  and  so-called
proprietary  products, i.e. securities that represent small-cap firms with which
the  brokerage has a relationship of mutual benefit. These brokerages often have
a  market liquidity problem, because even small transactions could influence the
price  of  the stock significantly and thus alarm all investors that have bought
stock  of  these companies. Such brokerages will need a place to liquidate their
holdings without running the risk of depressing the price of the securities they
want  to  sell.

     Institutional  clients  generally work for investors and are thus forced to
be  result-oriented, profit-driven entities. This seems to be the only criterion
in  their  purchasing  behavior. They are generally less concerned with services
offered  than  with functionality and the bottom line. The products and services
would  fit  the characteristics of institutional purchasing behavior, should the
WAMEX  client  base  begin  to  reach  relevant  proportions.

PATENTS,  TRADEMARKS  AND  LICENSES

     The  Company  owns  no patents. The Company has explored the possibility of
patenting  the  ATS application as well as its software designs.  Management has
presently  elected  not  to  seek  patent  protection.

     The Company has trademarked its logo and name and that of its subsidiaries.
The  Company owns several Web domain names: wamex.com. wamx.com and wamexny.com.
The  Company is responsible to renew these domain registrations BI-annually with
Network  Solutions,  Inc.

SEASONAL  EFFECTS

     Management  does not foresee any seasonal effect in its business model that
is  not  normal  for  the  financial  industry.


                                       20
<PAGE>

INVENTORY  OF  SECURITIES

     Management  acknowledges  that there is a need for an inventory of tradable
securities  in  order  to  provide  potential  buyers  with a market in which to
participate.  Management had several issues in mind when devising this strategy.
Firstly,  inclusivity  is  the  only  way  to  avoid  antagonizing  any  market
participant.  Secondly,  to  generate  a  market  with a sufficient inventory of
known, deposited, largely liquid securities. This concern can be compared to the
grand  opening of a consumer goods super-store, where on opening day thousand of
people  rush  into the store finding nothing but empty shelves without products.
Participants  or  members  are  at  no risk, with a fully insured depository for
stock  certificates  carried  by  a  Clearing  Broker.

     With  a  confidential  pricing strategy, management believes that this will
motivate  equity  holders  to  deposit their certificates into the WAMEX trading
system, thus creating what management believes to not only be a viable inventory
solution,  but  also, in the long term, result in a large inventory of tradeable
equity.

GOVERNMENT  APPROVAL

     Management  acknowledges  that  it  needs  regulatory  approval in order to
operate  the  ATS.  The  Company  has elected to seek regulatory approval in the
United  States  with  the  SEC  because  it  believes  that  the U.S. regulatory
atmosphere  would bring integrity in the International community. As pointed out
in  previous discussion, the Company has worked closely with the SEC in the past
to  seek  approval  and  will  continue  to  do so. Regulation ATS specifies the
necessary  procedures  that  the  Company  will  have to maintain in order to be
approved  and  maintain  that approval. Management is confident that the Company
will  be  able  to  receive  such  approval  and  maintain  the  same.

     The  Company  will  have  a licensed and registered Sponsoring and Clearing
Broker  Dealers  that  are  regulated  by  the  SEC and the NASD and foresees no
problem  with  theses organizations not fulfilling their regulatory or fiduciary
responsibilities.

COMPETITION

     The  rapid  growth  of  the retail financial services sector on the Web has
brought  with  it  intense competition. Because the online investing industry is
riddled with price wars and threatened by increasing customer-acquisition costs,
only  the  strong  will  survive.  This  means larger institutions B brokerages,
retail  banks,  and  other financial entities B are likely to acquire or partner
with  smaller  players,  as  evidenced  by  Dean Witter's acquisition of Lombard
Brokerage  (now  Discover Brokerage Direct), BancOne's partnership with E*Trade,
Ameritrade  and  Datek  and  most  recently  Merrill Lynch's interest in on-line
trading  with  their  own site. WAMEX will compete or supplement services on two
fronts:  Providing  an  Alternative  Exchange that management believes will be a
significant  resource  for the buying, selling, and future listing of listed and
non-listed  securities  and  providing  traditional  Brokerage  services.

     Although  the  major  exchanges would appear to be the competition, they in
fact  are  not. These exchanges compete with each other for listings of publicly
traded  companies.  WAMEX  has  no  intention of competing directly, in fact, we
could  never  become the primary liquidity providers for all the securities that
are  listed  on these exchanges. There is a need for the exchanges to set prices
for  the securities that are listed so that the general investment community can
draw  rational  conclusions  as  to the stock values that can be traded on these
exchanges.


                                       21
<PAGE>

     The  other  front  is  of  course  on-line  trading  and  the services that
compliment  these activities such as investment information and on-line banking.
There  are  multitudes  of  information providers that WAMEX has identified that
give  all  the necessary investment information needed.  As for trade execution,
WAMEX  will require a short period of time to structure it's technical execution
system,  however  management  believes  it  would  be  difficult  for  other
organizations  in the industry to compete with the cost of execution (in total),
as  WAMEX  will  not  trade  proprietarily  and therefore pass on savings to its
clients.

     At  present,  there  are  full  service  and  discount  brokerage  services
available  to every investor in the world. A multitude of these operates through
the  Internet, providing low cost and rapid executions for individual investors.
However,  it  should  be  understood  that these systems trade proprietarily. In
addition,  at  least  five  major  third-market trading systems are known to the
company, that have tailored their activities to cater to institutional investors
and  proprietary  traders only. To the company's knowledge there is no system in
operation  that  provides  direct  public  investment  interaction.

     Potential  competitors  could  try  to  emulate  the WAMEX trading concept.
However,  entry  costs are high, not only because of the complexity of producing
such  powerful  software,  but  also because of the opportunity costs that would
have  to  be  given  up  by  companies  that  profit  from  proprietary trading.
Furthermore,  the  nature of an Alternative Market dictates that only sufficient
liquidity  attracts  more investors, so that a later entrant would have problems
reaching  the  critical  growth  rate.

     Management's strategy to respond to challenges from the competition will be
to  stay  ahead  of  them:  more speed, reliability, flexibility, better design,
marketing  and  customer  service,  state  of  the  art  technology and creative
innovation  will make the Company difficult to challenge. The Company intends to
maintain  its  low  pricing  standards  to attempt to remain one of the cheapest
alternatives  for trading financial instruments. Moreover, potential competitors
are  all  focused  on  the  US  securities  market, blatantly ignoring growth in
Europe,  where individual stock trading is in its infant stages, and post-crisis
Asia,  well  known for its readiness to embrace new technologies and lifestyles.

     The  company  will  pursue  strategic  partnerships  and acquisitions.  The
majority  of  firms  dealing in securities have an interest in increasing volume
and  liquidity. Mutually beneficial cooperation is easily achievable, because of
the  open  architecture  of  the  WAMEX Alternative Trading System, which can be
linked  to  stock  markets,  other  alternative  trading systems, third markets,
discount  brokerages  etc.

Competitors  (among  others)
----------------------------
Bear  Stearns
Fidelity  Investments
Painewebber
Prudential  Securities
Smith  Barney
Sutro  &  Co


                                       22
<PAGE>

     These  companies  are  traditional full commission brokerages of formidable
size.  They  use  the  web  primarily  to let customer's track their investments
rather  than  execute  trades  at  a  discount.  Customers  are  mostly  of  the
advice-hungry  type.  They  use  their  own  customer  base as the main customer
acquisition channel. As momentum builds on the alternative trading system, these
companies  might  be interested in using WAMEX as an alternative marketplace for
execution,  rather  than  competing  against  WAMEX,  because  emulating  the
alternative  trading  system  would  cannibalize  their  own  business.

Charles  Schwab
Merrill  Lynch  &  Co
Quick  &  Reilly

     Schwab  and  Quick  &  Reilly are traditional discount brokerages that have
only recently entered the online market. According to Jupiter, Schwab, which has
been  tremendously successful after the 1995 launch of online services, has more
than  1 million active accounts that are also online, approximately 22% of total
accounts.  All  accounts  generate  about 111,300 average daily trades, of which
40,000  average daily trades online. Quick & Reilly has about 1 million clients,
of  which  10%  online,  generating  app.  10,000  average  daily  trades.

Important  Competitors
----------------------
Ameritrade
DlJdirect
Datek  Securities  Corp
Discover  Brokerage
E*Trade  Securities
Suretrade
WebStreet  Securities

     These  are  the  most important competitors for market share. Suretrade and
WebStreet Securities are smaller companies, but they have customer profiles that
fit the typical transaction-hungry WAMEX customer. They are not mentioned in the
Jupiter  report,  but WebStreet is the first online broker offering free trades.

Third-Market  Trading  Systems  (among  others)
-----------------------------------------------
Instinet
Island
Bloomberg  Tradebook
Arizona  Stock  Exchange
Market  XT


                                       23
<PAGE>

     These  entities are closest to the WAMEX ATS core operation, but they cater
largely  to  institutions  and are cost prohibitive for the individual investor.
Synergies  by  hooking  these  markets  up  to  each other and making order flow
accessible  by  reciprocity  are  a possibility at a later stage of development.
While  direct  competition  with  WAMEX is also possible; management feels these
entities  lack  the  consumer-oriented focus because they deal exclusively on an
institutional  level.  Market  XT would appear to have the closest look to WAMEX
however,  management feels that its after hours trading model is built primarily
on  "Unexecuted Day Orders" and is therefore different enough to draw a rational
distinction  for  market  share.

Conceptually  Similar  Companies  (Direct  Competitors):
--------------------------------------------------------
Wit  Capital
Grenex
Zoom  Trade

     Wit  Capital  has  been  operating a brokerage service through the Internet
since 1996. It is the only company that wants to encourage communication between
its  clients,  even  with  the  purpose  of  letting them trade with each other.
However,  the  main  profit-generating  business  is  proprietary  trading,  as
explained  above,  and  Internet  Initial  Public Offerings. Wit Capital's legal
background  has  enabled  it to get early approval from the SEC. The purpose for
their  internal  trading  system is merely to have investors in IPO's trade this
non-listed  stock  among themselves. Management feels their system is very crude
and  primitive,  and  lacks  all essential features of the WAMEX trading system,
including  live  feedback,  clearing  arrangements for international securities,
large  database  capacity  for a variety of securities, etc.  Grenex has folded.

     Zoom  Trade  is  in  its  conceptual stage and relying heavily on unsecured
Japanese  capital. There is no indication that it will be operational within the
next  three  years.

     Relatively  similar  operations,  such as existing discount brokerages, all
conduct  proprietary trading and have little motivation to enter the alternative
trading system market. Management believes that while these entities possess the
resources to compete with WAMEX, they will not do so, as it is inconsistent with
their  business  structures  designed  to  gain  profit elsewhere. Specifically,
entering the ATS market would cannibalize their current business, as well as put
at  risk  current  industry  relationships  needed  to  conduct  business.

PERSONS  EMPLOYED

     At  present  the  Company  employees  four  senior  executives  and  two
programmers.

RISK  TO  FOREIGN  OPERATIONS

     The  Company  presently  operates  a  European  marketing office in Vienna,
Austria. This is a shared office space with a Company called WAMEX DATA SERVICE,
GmbH.  an  Austrian  company  wholly owned by Mr. Mundstein. The Company pays no
rent  and  has  approximately  $4,000  in  computer  equipment on premises. This
equipment  is  under the supervision of and is used by Mr. Mundstein for the WHI
business  activities.


                                       24
<PAGE>

DESCRIPTION  OF  PROPERTY

     The  Company's principal business operations are conducted at 3040 Nostrand
Ave.,  Marine Park, N.Y. 11229. It shares a 1,250 sq. ft. facility with iNYC (an
Internet Service Provider (ISP)). The Company also has minor contact offices for
the  purposes  of  client  meetings  located at 117 E. 57 St., N.Y., N.Y. and in
Vienna,  Austria.  Both  facilities  are  smaller than 200 sq. ft and are shared
office  spaces with WAMEX DATA SERVICE. The Company has no material assets other
than computer equipment and software programs located at these facilities. These
computers  and  programs  are valued at less that $60,000, are fully insured and
are  free  and  clear  of  any  liens  or  encumbrances.

     These  facilities have been invaluable to the Company during it's operation
in  the  past,  however,  they will not be appropriate for the Company's planned
business  activities  in  the  future.  The Company is presently seeking between
6-8000  sq.  ft.  of corporate space in the downtown Manhattan area in New York.
The  Company  contemplates a long term lease.  The planned location will allow a
consolidation  of  all  U.S.  and International activities as it relates to WHI,
WAMEX  and  INSTOX  as  well  as  iCap. The Company expects to have the facility
available  no  later  than  April  2000.

     As  previously  noted,  the  Company  is  negotiating  with several hosting
entities  to  house  the  servers  of  the  WAMEX  ATS. The Company is presently
negotiating  for W3D corporate space in the Southeast Florida region. This space
is  contemplated  to  be no more than 1000 sq. ft. and will encompass all of the
W3D  corporate  personnel  and  functions.


                                       25
<PAGE>

                          MARKET FOR WAMEX'S SECURITIES

        WAMEX  has  been a non-reporting publicly traded company with certain of
its  securities  exempt  from  registration  under  the  Securities  Act of 1933
pursuant  to  Rules  504  of  Regulation D and Rule 144 of the General Rules and
Regulations  of  the Securities and Exchange Commission. WAMEX's common stock is
traded  on  the  OTC  Bulletin  Board  operated by Nasdaq under the symbol WAMX.
WAMEX  has not become or otherwise been a reporting company under the Securities
Exchange  Act  of 1934.  The Nasdaq Stock Market has implemented a change in its
rules  requiring  all  companies trading securities on the OTC Bulletin Board to
become  reporting companies under the Securities Exchange Act of 1934.  WAMEX is
required  to become a reporting company by the close of business on May 17, 2000
or  no  longer  be  listed  on the OTC Bulletin Board.  WAMEX effected the stock
exchange  transaction  with  Conchology  on March 1, 2000 and became a successor
issuer  thereto  in  order  to  comply  with  the reporting company requirements
implemented  by  the  over-the-counter  bulletin  board.

     The  following  table  sets forth the high and low prices for shares of our
common  stock for the periods noted, as reported by the National Daily Quotation
Service  and  the  OTC  bulletin board maintained by Nasdaq.  Quotations reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not
represent  actual  transactions.  Our  stock  began  trading on November 2, 1999
under  the  symbol  WAMX.

                                                          BID  PRICES
      YEAR     PERIOD                                   HIGH        LOW
     -----     ------                                  ------      -----

     2000      First  Quarter                          22.88**     2.50**
               (through  March  10,  2000)

     1999      Fourth Quarter                           4.88*      0.375*

*     Reflects  the  prices of the stock during this period with very little, if
any,  trading  volume  or  transactions.  The Company is not aware of any market
maker  or  broker-dealer  activity  that would encompass Mark-ups, Mark-downs or
Commissions  as  it  relates  to  the trading or non-trading of the stock.   The
Company  assumes  that  these  prices  reflect  the  market  for  the  stock.

**    Reflects  the prices of the stock during this period.  As the awareness of
the Company has become greater, there has been a significant amount of increased
activity  in  the  trading of the stock.  The Company is not aware of any market
maker  or  broker-dealer  activity  that would encompass Mark-ups, Mark-downs or
Commissions  as  it  relates  to  the  trading or non-trading of the stock.  The
Company  assumes  that  these  prices  reflect  the  market  for  the  stock.

     The Company made a public announcement of a merger with The Treasure Cache,
Inc.  on  December  9, 1999.  Prior to that announcement, the stock had a market
price  and  range  of  3/8  to  1  3/8.


                                       26
<PAGE>

     The  number of beneficial holders of record of the common stock of WAMEX as
of  the  close  of business on February 25, 2000 was approximately 400.  Many of
the  shares are held in street name and consequently reflect numerous additional
beneficial  owners.

DIVIDEND  POLICY

     We  have  never  paid  any  cash  dividends  on our common stock and do not
anticipate  paying  any  cash  dividends  on  our  common  stock  in the future.
Instead,  we  intend  to retain future earnings, if any, to fund the development
and  growth  of  our  business.

     The  Company  declared  a  stock  dividend in the form of a 4 for 1 forward
stock  split  to its shareholders on February 24, 2000.  The Record Date for the
dividend  is  March  17,  2000,  and  the  Payable  Date  is  April  6,  2000.


                                       27
<PAGE>

                                   MANAGEMENT

DIRECTORS  AND  EXECUTIVE  OFFICERS

     The  following table sets forth the names and ages of the current directors
and  executive  officers  of  WAMEX who will remain so with the combined entity,
their  principal  offices  and  positions and the date each such person became a
director  or  executive officer.  Our executive officers are elected annually by
the  Board  of  Directors.  Our  directors  serve  one  year  terms  until their
successors are elected.  The executive officers serve terms of one year or until
their  death,  resignation  or  removal by the Board of Directors.  There are no
family  relationships  between  any of the directors and executive officers.  In
addition,  there  was  no  arrangement  or  understanding  between any executive
officer  and  any  other  person pursuant to which any person was selected as an
executive  officer.

     The  directors  and  executive  officers  of  WAMEX  are  as  follows:

Name                          Age     Positions
----                          ---     ---------

Mitchell  H.  Cushing          37     Chairman  of the Board and Chief Executive
                                      Officer

Sascha  Mundstein              32     Chief  Operating  Officer  and  Director

Russell  Chimenti              29     Chief Administrative Officer and Director

Hans  Michael  Schobinger      30     Chief  Technology Officer and Director

Dr.  Joseph  Monaco            44     Chairman  of  Advisory  Board


MITCHELL  H.  CUSHING:  CHAIRMAN  AND  CHIEF  EXECUTIVE  OFFICER

     Mr.  Cushing  conceptualized  and  founded  WAMEX  Inc.  in  1996  and 1998
respectively.  As the CEO he has been responsible for overseeing every aspect of
the  company's  structure  and  growth.  Mr.  Cushing's  vast  experience in the
investment  banking  industry  and trading environments, as well as his numerous
accomplishments  in  early  stage  businesses commend him for the role of CEO in
this  critical  phase  of  the  company's  establishment.

     Since  1994 he has been serving as the CEO of J.J. Braik Inc., a consulting
corporation.  He  has  served in the capacity of Corporate Strategist to provide
advice  in  corporate  expansion,  security  and  acquisitions,  International
Portfolios Manager, Financial Advisor, and Analyst for several U.S. and European
Investment  Firms.  He has had extensive experience in Investment Banking in New
York,  Budapest,  Berlin,  Prague,  Switzerland  and  Vienna.


                                       28
<PAGE>

     From  1996  to  1998,  Mr.  Cushing had been responsible for the growth and
development of portfolios in Europe that grew from under $10 million to over $40
million  under  management  in  under 2 years. As a Corporate Strategist, he was
responsible  for  the  expansion  of  licensed  Broker  Dealers  in  6  European
countries,  which  was  the largest non-institutional expansion in Europe in the
1990's.  From  1994  to 1996 he served in the Investment Banking industry in New
York  as a Broker for small-cap firms. In this period he participated in raising
over  100  million  USD  on  Public  Offerings  for privately held corporations.

     From  1992  to 1994 Mr. Cushing served as the President and Chairman of the
Board  of  West  Howston  Investors  N.Y.  with  the responsibility of corporate
organization  and  overall  Portfolio  Management.

     From  1989  to 1992 Mr. Cushing was retained as Corporate Inspector General
of  Inta-Boro  Inc., the premier Transportation Company in New York where he was
responsible  for  reviewing all facets of the company's budget and expenditures.
During  this  period,  the  company had its most profitable 4-year period in its
20-year  history. In 1991 he was given the additional responsibility of managing
the  company's  retirement  accounts.

SASCHA  MUNDSTEIN:  CHIEF  OPERATING  OFFICER  AND  DIRECTOR

     Mr.  Mundstein has played a key role in developing all aspects of the WAMEX
system's organizational, technical as well as financial structure. Mr. Mundstein
has  been  tasked  by WAMEX to serve as COO whose responsibilities extend to all
non-US  WAMEX  operations,  including  coordination  with  international  stock
exchanges,  managing  multi-lingual  customer  service  and  coordinating  WAMEX
activities  with  international  securities  regulators.  His  proven  strategic
vision,  international  experiences  and  accomplished  educational and business
backgrounds  make  him  uniquely  qualified  for  this  position.

     From  1996  to  1998,  he  worked  in the European securities industry as a
Broker,  Financial  Consultant  and  Portfolio  Manager of a European Investment
Advisory  group  with  an  extensive  European  network.  Prior  to entering the
securities  industry,  he  had  held a key position at an institution affiliated
with the Austrian Ministry of Foreign Affairs. Foreign Affairs duties have given
him  access  to  critical  familiarity with cultural and financial conditions in
Europe  and  Asia.

     Before  entering the securities industry, Mr. Mundstein has been a lecturer
at Harvard University and a computer consultant for the Austrian Foreign Service
School Diplomatische Akademie in Vienna. He has played a key role in modernizing
the  entire  technological  infrastructure  of  that  institution, including its
Internet  presence.

     In  1995  he  conceptualized  and  planned  Zhonghua Zai Xian, a commercial
online  system for mainland China, which proved highly attractive to the Chinese
government  due  to its educational use and independent platform that is capable
of  screening  undesired  content  from  the  Internet. It was sold to a Chinese
consortium  of  entrepreneurs  for  an  undisclosed  sum.

     From  1993  to  1995  Mr.  Mundstein worked as a representative for various
European  industrial  firms  exporting to China and Southeast Asia, including AV
Technology,  OMV,  and  Thyssen,  facilitating sales in the order of 350 million
USD.


                                       29
<PAGE>

     From  1988  to  1990 Mr. Mundstein was based in Southern Thailand, where he
founded  a  successful  business  school  (The Trang International Languages and
Business  School), building a student body of above 350, and where he bought and
ran  a  rubber  plantation,  increasing  productivity  by  260% within two years
through  reengineering  of  work  and  production  processes. In this period, he
established  the  Trang  Holiday  Resort Company, Ltd., which planned, financed,
built,  managed and marketed innovative holiday resorts in Southern Thailand for
families  with high educational background, generating more than 4.5 million USD
in  commission  based  consulting  fees.  He  sold  his businesses to attend his
studies  for  a  master's  degree  at  Harvard  University.

     Mr.  Mundstein  is  fluent  in spoken and written German, English, Italian,
French,  Thai,  and Mandarin Chinese, and has an extensive knowledge of Spanish,
Russian,  Arabic and Japanese. He won two piano competitions with his Chopin and
Debussy  interpretations  and  led  a  Volleyball  team  achieving  the  vice
Jugendmeister  title  in  Vienna.

RUSSELL  CHIMENTI:  CHIEF  ADMINISTRATIVE  OFFICER  AND  DIRECTOR

     Mr.  Chimenti  joined  WAMEX  Inc.  in  1997.  He  has been responsible for
coordinating  all aspects of the company's Broker Dealer strategies; all company
capital raises and has conceptually developed the core design of the Alternative
Trading  System, its proprietary software and its marketing strategy. His strong
drive  for  sales  and  his  marketing  expertise  have  enabled  the company to
accomplish  its  essential  milestones  to  date.

     Since  1996 he has been serving as the Vice-president of J.J. Braik Inc., a
consulting  corporation.  He has served for several U.S. and European Investment
Firms  as  a  specialist in the area of corporate finance and provides financial
advisory  services  and  general  business advice to a wide range of private and
public  sector clients. He has had extensive experience in Investment Banking in
the  Middle  East,  New  York,  Budapest,  Prague,  Switzerland  and  Vienna.

     From  1997  to  1998,  Mr.  Chimenti  was  responsible  for  the design and
implementation  of  Order  Routing  Systems  for European Investment Banking and
Advisory  Firms.  He  was credited with establishing the first non-institutional
order  routing  system  between  Europe,  the  Middle  East  and the U.S. He was
credited  with  a  2000%  increase  in automated order flow in Europe and a 500%
increase in the Middle East. He was further credited with the strategy and Phase
1  development  of  advanced  integration  systems in the Internet arena for the
Dubai  Chamber  of  Commerce  and  Stock  Exchange.

     From  1996  to  1997,  Mr.  Chimenti  was  responsible  for  the growth and
development  of  portfolios  in  the  Middle East theatre that grew from under 4
million  USD  to  over 14 million USD under management in 1 year. As a Corporate
Finance  specialist,  he  was responsible for the establishment of relationships
with  the  government of the United Arab Emirates and the Chamber of Commerce of
Dubai.  He  was  further  personally credited with the successful placement of 4
Private Placements and was directly involved in the Syndicate Management of four
Initial  Public  Offerings  all  of  which  in  sum  exceeded  30  million  USD.


                                       30
<PAGE>

     From  1994 to 1996 served in the Investment Banking industry in New York as
a  Broker for small-cap firms. In this period he participated in raising over 65
million  USD  on Public Offerings for privately held corporations and was tasked
to  assist  in  the  recruiting  and  training  of  new  Brokers.

     From  1990  to  1993 Mr. Chimenti served as an Industrial Real Estate Agent
for  Tricia  Realty  and  was the leading sales representative in both  1992 and
1993.

     Mr. Chimenti competes in golf, swimming and softball. He speaks English and
has  a  working  knowledge  of  Spanish  and  German.

HANS  MICHAEL  SCH  EBINGER:  CHIEF  TECHNOLOGY  OFFICER  AND  DIRECTOR

     Mr.  Schoebinger joined WAMEX in 1997 and has designed the Database Kernel.
His  responsibilities  at  WAMEX  include database design, hardware procurement,
strategic  backup  deployment,  user  friendly  interface,  client  portfolio
integration as well as internal and external security and the database interface
design  for  the  communication  links  with  WAMEX  affiliates. His programming
wizardry  and proven skills in negotiating with IT giants make him an invaluable
asset  to  the  company.

     From  1995  to  1997  he  served  as the President of  SPW Inc., a software
consulting  and  database  design corporation in Austria. Mr. Schoebinger has 16
years  of computer programming experience and his database designs and interface
implementations  as  well  as  Press  Information  Systems  that  download
high-resolution  photographs  and  client  management  systems  are widely known
throughout  Central  Europe. During this period, Mr. Schoebinger was responsible
for  the design, implementation and growth of information systems design and web
sites  for  SPW.  During this period he was credited with the development of the
database  management  system  for Picus Verlag, one of the largest publishers in
Central  Europe. Additionally, he is credited with the design of high-resolution
download  information  systems  for  Viennareport,  the  largest Press Agency in
Austria.

     Mr.  Schoebinger  is  credited  with the first designs of Archive System, a
database  retrieval  system  for over 10 million color slides, the Online Access
and  First  Class  Link  that integrates whole archive systems and Web sites. He
developed  the  Database  management system for the Austrian Film Commission and
created  the  first  dynamic  link to the Movie Database in London. His Web site
integration  work  was  presented  at  the  Berlin Film Festival in 1997 and the
Cannes  Film  Festival in 1998. His work for the Salzburger Festspiele is on the
official  CD-ROM  and  has  been  sold  worldwide.

     From 1990 to 1994 Mr. Schoebinger served as a Database Designer for ORACLE.
He  was  responsible for the system integration of corporate database management
systems  in  Eastern  Europe.  Prior  to 1990, Mr. Schoebinger designed Database
Systems  for  Internet  companies.

     Mr.  Schoebinger  has  been a Visiting Lecturer at the University of Vienna
concerning  his  theoretical  database designs since 1992. He is an accomplished
horseback  rider  and  is  an  amateur  astronomer.  He speaks fluent German and
English  and  some  Chinese.


                                       31
<PAGE>

DR.  JOSEPH  MONACO:  CHAIRMAN,  ADVISORY  BOARD

     Dr.  Monaco  joined WAMEX in 1998 as the Chairman of the Board of Advisors.
He is the founder of the Derivatives Research Group, which performs mathematical
modeling of financial strategies and conducts trading based on these strategies.

     Dr.  Monaco  presently holds the positions of Senior Research Scientist and
Director  of  Operations for Industrial Polymer Research and Engineering in N.Y.
and  is  the  Head  of  Mathematics  and  Adelphi  Academy  as  well  as Science
Instruction  for  The  Center for Scholastic Advancement in N.Y. and serves with
the  United  States  Congressional  Scientific  Advisory  Board.

     Dr.  Monaco  is the Author of twenty-three classified papers, co-author and
developer of the Monaco-Wang Operator used in applied physics, the holder of two
patents  involving  computerized  servo-functions for hybrid-electric propulsion
systems  and  is  the  co-recipient  of  the  Hughes  Aircraft  "Excellence  in
Engineering  Award".

     Dr.  Monaco served as a Major in the United States Army 11th Special Forces
(Green  Berets),  Special  Consultant  to  the  Department  of  Defense  and was
instrumental  in  the development of advanced radio image technology for the CIA
and Long Range Doppler Radar Systems for the U.S Army. He is an active member of
APS,  ACS,  AMS,  NYAS,  AAAS,  NSF,  AAS,  IEEE and is a member of Who's Who in
America  and  Who's  Who  in  Global  Business.

     Dr.  Monaco  holds  PhD's  in  Applied  Mathematics and Theoretical Physics
(Columbia),  Post  PhD's  in  Astrophysics (M.I.T. and Cambridge), MS degrees in
Electrical  Engineering  and  Physical  Chemistry  (Columbia)  and BS degrees in
Mathematics  and  Computer  Science  (Columbia  and  City  University  at  BC).

EXECUTIVE  COMPENSATION

Summary  Compensation  Table

     The  Summary Compensation Table shows selected compensation information for
services rendered in all capacities for the fiscal years ended December 31, 1999
and  1998.  Other  than  as  set  forth, no executive officer's salary and bonus
exceeded  $100,000  in  any  of the applicable years.  The following information
includes  the  dollar  value of base salaries, bonus awards, the number of stock
options  granted  and  selected  other  compensation,  if  any,  whether paid or
deferred.


                                       32
<PAGE>

<TABLE>
<CAPTION>

                                           SUMMARY COMPENSATION TABLE


                                          Annual  Compensation        Long  Term Compensation
                                          --------------------    ------------------------------
                                                                   Awards               Payouts
                                                                  ------------------   -------------------

<S>                 <C>           <C>          <C>            <C>          <C>         <C>         <C>        <C>
                                                                           RESTRICTED  SECURITIES
                                                              OTHER ANNUAL STOCK       UNDERLYING  LTIP       ALL OTHER
NAME AND PRINCIPAL                SALARY       BONUS          COMPENSATION AWARDS      OPTIONS     PAYOUTS    COMPENSATION
POSITION            YEAR          ($)          ($)            ($)          ($)         SARS (#)    ($)        ($)

Mitchell H. Cushing 1999          60,000       -0-            -0-          -0-         -0-         -0-        -0-

                    1998          11,000       -0-            -0-          -0-         -0-         -0-        -0-

Sascha Mundstein(1) 1999          60,000       -0-            -0-          -0-         -0-         -0-        -0-

                    1998          11,000       -0-            -0-          -0-         -0-         -0-        -0-

Russell Chimenti    1999          60,000       -0-            -0-          -0-         -0-         -0-        -0-

                    1998          11,000       -0-            -0-          -0-         -0-         -0-        -0-

Hans Michael        1999          60,000       -0-            -0-          -0-         -0-         -0-        -0-
Schobinger

                    1998          11,000       -0-            -0-          -0-         -0-         -0-        -0-

Christoph Wessely(2)1999          60,000       -0-            -0-          -0-         -0-         -0-        -0-

                    1998          11,000       -0-            -0-          -0-         -0-         -0-        -0-

Michael Greene(3)   1999          84,000       -0-            -0-          -0-         -0-         -0-        -0-

</TABLE>

(1)     Mr.  Mundstein  was  not  paid  during  the  period of June 1999 through
September  1999  (representing  an  amount  of $20,000) due to a lack of working
capital.  Mr.  Mundstein  is  owed this amount in back salary and has decided to
allow  the  Company to pay this debt through accelerated salary this fiscal year
or  through  other  arrangements.  The  Executive  Compensation  Committee  is
reviewing  proposals.

(2)     Mr. Wessely was the Company's Chief of Information Technology during the
periods  of  October  1998  through  September  1999.  Mr.  Wessely  resigned in
September 1999 due to personal hardship and therefore did not receive $30,000 of
his  planned  salary.

(3)     Mr.  Green was hired in August 1999 as a Senior Database Programmer.  He
resigned in January 2000 to pursue other business opportunities.  In lieu of the
back  salary  of  $29,000 due to Mr. Green, the Company is presently negotiating
the  issuance  of  some  amount  of  restricted  stock.


<TABLE>
<CAPTION>

                                  OPTION/SAR GRANTS IN LAST FISCAL YEAR
                                           (INDIVIDUAL GRANTS)
                                           -------------------

<S>                <C>                    <C>                   <C>                      <C>
                   NUMBER OF SECURITIES   PERCENT OF TOTAL
                   UNDERLYING             OPTIONS/SAR'S
                   OPTIONS/SAR'S          GRANTED TO EMPLOYEES  EXERCISE OF BASE PRICE
NAME               GRANTED (#)            IN FISCAL YEAR        ($/SH)                   EXPIRATION DATE
-----------------  ---------------------  --------------------  -----------------------  ---------------

Mitchell H. Cushing -0-                   -0-                    N/A                      N/A

Sascha Mundstein    -0-                   -0-                    N/A                      N/A

Russell Chimenti    -0-                   -0-                    N/A                      N/A

Hans Michael        -0-                   -0-                    N/A                      N/A
Schobinger

Christoph Wessely   -0-                   -0-                    N/A                      N/A

Michael Greene      -0-                   -0-                    N/A                      N/A


</TABLE>


                                       33
<PAGE>

Employment  Agreements

     At  the present time, the Company has no employment agreements or executive
compensation  package  for  any employee.  The Board of Directors (BOD) voted in
December  1999  to  authorize an Executive Compensation package for those senior
officers  of  the  Company that are essential to the success of the Company.  It
tasked  the  Executive  Committee  (Compensation  Committee  as  defined for the
purposes  of  this  registration)  to  explore  the  avenues that best represent
compensation  for  those executives who have directly contributed to the success
of  the  Company  to date and in the future.  The Executive Committee expects to
present  it's  initial  findings  to  the  BOD  no  later  than  May  2000.

Compensation  Committee  Interlocks  and  Insider  Participation

     The  Company  has  formed an Executive Committee that carry out among other
duties  relevant  to  the  corporation such as contracts, hiring and significant
corporate  decisions,  the task of exploring and presenting to the BOD Executive
Compensation.  The  BOD  has assigned Mr. Cushing (CEO), Mr. Chimenti (CAO), and
Dr.  Monaco (Chairman Advisory Board) as the members of the Executive Committee.

     To  the best knowledge of the Company none of these committee members serve
on  any  other  corporate  Compensation  Committee  or  Board.


                                       34
<PAGE>

Compensation  of  Directors

     The  directors  have not received any compensation other than reimbursement
of  expenses  for  serving in such capacity, and we do not currently contemplate
compensating  our  directors  in  the  future  for  serving  in  such  capacity.


                                       35
<PAGE>

                              CERTAIN TRANSACTIONS

     The  Company  presently  retain  the Services of Randolph Management in New
York  to  consult  on  corporate  and  business  strategies.  Mr. DeTrano is the
principal  director  of  that  company and simultaneously serves on the Advisory
Board  of the Company. The terms of the arrangement are that Randolph Management
receives $750 per month for as long as the Company engages them and pays nominal
transportation  cost  up  to a total of $100 (unless plane fare is involved) and
accommodations  cost of $150 per night if asked by the Company to relocate.  The
Company  does  not  see  this  as  a  material  conflict  of  interest.

     The  Company is presently seeking approval to operate an ATS.  As such, the
Company  needs a Sponsoring Broker Dealer.  The Company has been unsuccessful in
acquiring  the  services of a Registered Broker Dealer in large part because the
ATS  represents  a  direct  threat  to  the  established proprietary business of
established  NASD Member Brokers.  As a result of this obstacle, Mr. Cushing and
Mr. Chimenti entered into discussions in June 1999, with the principal owners of
iCap a Registered Broker Dealer and Member NASD firm.  Although this purchase is
not yet consummated, management feels it is important to mention in light of the
importance  of  the transaction as it relates to possible conflicts of interest.
Management  is  satisfied  that  the  acquisition  and  subsequent  sponsorship
activities  of  a Broker Dealer for the ATS that is owned by Mr. Cushing and Mr.
Chimenti  does  not  present  a  material  conflict  of  interest.

     To  the  best  of  the Company's knowledge, there are no other conflicts of
interest.


                                       36
<PAGE>

                                  RISK FACTORS

RISKS  RELATED  TO  OUR  INTERNET  AND  TECHNOLOGY  BUSINESS

YOU  MAY  BE  UNABLE TO EFFECTIVELY EVALUATE OUR COMPANY FOR INVESTMENT PURPOSES
BECAUSE  OUR INTERNET TECHNOLOGY BUSINESS HAS EXISTED FOR ONLY A SHORT PERIOD OF
TIME.  We  began  in  the  Internet and technology business in early 1999.  As a
result, we have only a limited operating history upon which you may evaluate our
business  and  prospects.  In addition, you must consider our prospects in light
of  the  risks  and  uncertainties encountered by companies in an early stage of
development  in  new  and  rapidly  evolving  markets.

     YOUR  INVESTMENT  MAY  NOT  INCREASE  IN VALUE UNLESS WE ARE ABLE TO BECOME
PROFITABLE.  We  have incurred losses in our business operation since inception.
We expect to continue to lose money for the foreseeable future, and we cannot be
certain  when  we  will  become  profitable,  if at all.  Failure to achieve and
maintain  profitability  may  adversely  affect  the  market price of our common
stock.

     WE  ARE  PRESENTLY IN UNSOUND FINANCIAL CONDITION WHICH MAKES INVESTMENT IN
OUR  SECURITIES  HIGHLY  RISKY.  Our  financial  statements include an auditor's
report  containing  a modification regarding an uncertainty about our ability to
continue  as  a  going  concern.   Our  financial  statements  also  include  an
accumulated deficit of $591,758 as of December 31, 1999 and other indications of
weakness  in  our  present financial position.  We have been operating primarily
through  the  issuance  of  common  stock  for  services  by entities, including
affiliates, that we could not afford to pay in cash.  We are consequently deemed
by  state  securities regulators to presently be in unsound financial condition.

     OUR  BUSINESS  DEPENDS  ON  A  FEW  KEY  INDIVIDUALS  AND MAY BE NEGATIVELY
AFFECTED IF WE ARE UNABLE TO KEEP OUR KEY PERSONNEL.  Our future success depends
in  large  part  on  the skills, experience and efforts of our key marketing and
management  personnel.  The  loss  of  the  continued  services  of any of these
individuals  could  have a very significant negative effect on our business.  In
particular,  we  rely  upon  the  experience  of  Mitchell H. Cushing, our chief
executive  officer.  We  do  not  currently  maintain  a  policy of key man life
insurance  on  any  of  our  employees  or  management  team.

     OUR  BUSINESS  PLAN  REQUIRES  ADDITIONAL  PERSONNEL  AND MAY BE NEGATIVELY
AFFECTED  IF  WE ARE UNABLE TO HIRE AND RETAIN NEW SKILLED PERSONNEL.  Qualified
personnel  are  in  great  demand  throughout the software and Internet start-up
industries.  Our  success  depends  in  large  part upon our ability to attract,
train,  motivate  and  retain  highly skilled sales and marketing personnel, web
designers,  software  engineers  and  other  senior  personnel.  Our  failure to
attract  and  retain the highly trained technical personnel that are integral to
our  direct  sales, product development, service and support teams may limit the
rate  at  which  we  can generate sales and develop new products and services or
product  and  service  enhancements.  This  could  hurt  our business, operating
results  and  financial  condition.


                                       37
<PAGE>

     OUR  TECHNOLOGY  BUSINESSES  OWN  PROPRIETARY  TECHNOLOGY  AND  OUR SUCCESS
DEPENDS  ON  OUR  ABILITY  TO  PROTECT  THAT  TECHNOLOGY.  The  unauthorized
reproduction  or  other  misappropriation  of  our  proprietary technology could
enable  third  parties  to benefit from our technology without paying us for it.
This could have a material adverse effect on our business, operating results and
financial  condition.  We  have  relied primarily on the use of trade secrets to
protect  our  proprietary  technology,  which may be inadequate.  We do not know
whether  we  will be able to defend our proprietary rights because the validity,
enforceability and scope of protection of proprietary rights in Internet-related
industries are uncertain and still evolving.  Moreover, the laws of some foreign
countries  are uncertain and may not protect intellectual property rights to the
same extent as the laws of the United States.  If we resort to legal proceedings
to enforce our intellectual property rights, the proceedings could be burdensome
and  expensive  and  could  involve  a  high  degree  of  risk.

     WE  WILL  INCUR  SIGNIFICANT  EXPENSES  IF  OTHER  COMPANIES  CLAIM WE HAVE
INFRINGED  ON THEIR PROPRIETARY RIGHTS.  Although we attempt to avoid infringing
known  proprietary rights of third parties, we are subject to the risk of claims
alleging infringement of third party proprietary rights.  If we were to discover
that  any  of our products violated third party proprietary rights, there can be
no assurance that we would be able to obtain licenses on commercially reasonable
terms to continue offering the product without substantial reengineering or that
any  effort  to  undertake  such  reengineering  would be successful.  We do not
conduct  comprehensive  searches to determine whether the technology used in our
products  infringes patents, trademarks, tradenames or other protections held by
third  parties.  In  addition,  product development is inherently uncertain in a
rapidly evolving technological environment in which there may be numerous patent
applications  pending, many of which are confidential when filed, with regard to
similar  technologies.  Any  claim  of  infringement  could  cause  us  to incur
substantial costs defending against the claim, even if the claim is invalid, and
could  distract  our  management from our business.  Furthermore, a party making
such  a  claim  could  secure  a  judgment  that  requires us to pay substantial
damages.  A  judgment could also include an injunction or other court order that
could  prevent  us  from selling our products.  Any of these events could have a
material  adverse  effect  on  our  business,  operating  results  and financial
condition.

     IF  WE  ARE UNABLE TO RAISE SUFFICIENT CAPITAL IN THE FUTURE, WE MAY NOT BE
ABLE TO STAY IN BUSINESS.  Currently, our capital is insufficient to conduct our
business  and  if we are unable to obtain needed financing, we will be unable to
promote  our  products  and  services,  engage in and exploit potential business
opportunities  and otherwise maintain our competitive position.  Since we intend
to  grow  our  business  rapidly,  it is certain that we will require additional
capital.  We  have  not  thoroughly  investigated  whether this capital would be
available,  who  would provide it, and on what terms.  If we are unable to raise
the  capital  required to fund our growth, on acceptable terms, our business may
be  seriously  harmed  or  even  terminated.


                                       38
<PAGE>

     WE  COULD  LOSE REVENUE AND INCUR SIGNIFICANT COSTS IF OUR COMPUTER SYSTEMS
OR  THE  COMPUTER  SYSTEMS  OF  THIRD-PARTIES ARE NOT YEAR 2000 COMPLIANT.  Many
currently  installed  computer  systems  and  software  products accept only two
digits  to  identify  the  year in any date.  Thus, the year 2000 will appear as
"00,"  which a system or software might consider to be the year 1900 rather than
the  year  2000.  This  error  could  result  in  system  failures,  delays  or
miscalculations  that  disrupt  our  operations.  The  failure  of  our internal
systems,  or  any  material third-party systems, to be year 2000 compliant could
result  in  significant  liabilities  and could seriously harm our business.  We
have conducted a review of our business systems, including our computer systems.
We  have  taken steps to remedy potential problems, but have not yet developed a
comprehensive  year  2000  contingency  plan.  There can be no assurance that we
will  identify  all year 2000 problems in our computer systems before they occur
or  that  we  will  be able to remedy any problems that are discovered.  We have
also  queried  many of our customers, vendors and resellers as to their progress
in  identifying  and addressing problems that their computer systems may face in
correctly  interrelating  and  processing  date  information  as  the  year 2000
approaches  and  is  reached.  We  have received responses from several of these
parties,  but there can be no assurance that we will identify all such year 2000
problems  in  the computer systems of our customers, vendors or resellers before
they  occur  or that we will be able to remedy any problems that are discovered.
Our  efforts to identify and address year 2000 problems, and the expenses we may
incur  as a result of such problems, could have a material adverse effect on our
business,  financial  condition  and  results  of  operations.  In addition, the
revenue  stream  and  financial stability of existing customers may be adversely
impacted  by  year 2000 problems, which could cause fluctuations in our revenue.
If  we  fail  to  identify  and remedy year 2000 problems, we could also be at a
competitive  disadvantage  relative  to  companies  that  have  corrected  such
problems.  Any  of  these outcomes could have significant adverse effects on our
business,  financial  condition  and  results  of  operations.

     WE MAY NOT HAVE SUFFICIENT INTEREST IN OUR INTERNET BUSINESS TO MAKE MONEY.
If  the market for our services do not grow at a significant rate, our business,
operating  results  and  financial  condition  will be negatively affected.  Our
Internet-related  services  are  a  relatively  new  concept.  Future demand for
recently  introduced  technologies  is highly uncertain, and therefore we cannot
guaranty  that  our  business  will  grow  as  we  expect.

     OUR INTERNET BUSINESS IS IN A HIGHLY COMPETITIVE INDUSTRIES, AND THUS THERE
MAY  NOT  BE  ENOUGH  DEMAND  FOR OUR PRODUCTS OR SERVICES FOR US TO MAKE MONEY.
There  are numerous competitors offering the same services as ours.  Many of our
current  and  potential  competitors  have  longer  operating  histories, larger
customer  bases,  greater brand recognition and significantly greater financial,
marketing  and  other  resources  than  we  do  and  may enter into strategic or
commercial  relationships  with  larger,  more  established  and  well-financed
companies.  Some  of our competitors may be able to enter into such strategic or
commercial relationships on more favorable terms.  In addition, new technologies
and the expansion of existing technologies may increase competitive pressures on
us.  Increased  competition  may result in reduced operating margins and loss of
market  share.

     REVENUES  FROM  OUR INTERNET BUSINESS WILL BE LESS LIKELY TO DEVELOP IF THE
INTERNET  DOES  NOT  REMAIN  A  VIABLE  COMMERCIAL  MARKETPLACE.  Our ability to
generate revenues is substantially dependent upon continued growth in the use of
the  Internet  and the infrastructure for providing Internet access and carrying
Internet  traffic.  We  don't  know  if  the  necessary  infrastructure  or
complementary products will be developed or that the Internet will prove to be a
viable  commercial  marketplace.  To  the  extent that the Internet continues to
experience  significant  growth  in the level of use and the number of users, we
cannot  guaranty that the infrastructure will continue to be able to support the
demands  placed  upon  it  by such potential growth.  In addition, delays in the
development  or adoption of new standards or protocols required to handle levels
of  Internet  activity,  or  increased  governmental regulation may restrict the
growth  of  the  Internet.  If  the  necessary  infrastructure  or complementary
products  and  services  are  not developed or if the Internet does not become a
viable  commercial  marketplace,  our  business, operating results and financial
condition  would  be  negatively  affected.


                                       39
<PAGE>

     WE MAY INCUR A LOSS OF REVENUES AND SIGNIFICANT COSTS IF WE CANNOT MAINTAIN
THE  SECURITY OF OUR INTERNET PRODUCTS AND SERVICES.  Internet companies rely on
encryption  and  authentication  technology  to  provide  the  security  and
authentication  necessary  to  effect  secure  transmission  of  confidential
information.  There  can be no assurance that advances in computer capabilities,
new  discoveries  in  the  field  of cryptography or other developments will not
result  in a compromise or breach of the algorithms used by companies to protect
consumer's  transaction  data.  If  any such compromise of this security were to
occur,  it  could  have  a  material  adverse  effect  on our potential clients,
business, prospects, financial condition and results of operations.  A party who
is  able  to  circumvent  security  measures  could  misappropriate  proprietary
information  or cause interruptions in operations.  We may be required to expend
significant  capital  and  other  resources  to  protect  against  such security
breaches  or  to  alleviate problems caused by such breaches.  Concerns over the
security  of transactions conducted on the Internet and the privacy of users may
also  hinder  the  growth  of online services generally.  To the extent that our
activities  or  third-party  contractors involve the storage and transmission of
proprietary  information,  such  as  credit  card  numbers,  or  personal  data
information,  security  breaches  could damage our reputation and expose us to a
risk  of  loss or litigation and possible liability.  We cannot be sure that our
security  measures will not prevent security breaches or that failure to prevent
such  security breaches will not have a material adverse effect on our business.

RISKS  RELATED  TO  OWNERSHIP  OF  OUR  STOCK.

     OUR  BOARD  OF  DIRECTORS  CAN  ISSUE  PREFERRED  STOCK WITHOUT SHAREHOLDER
CONSENT  AND  DILUTE  OR  OTHERWISE  SIGNIFICANTLY AFFECT THE RIGHTS OF EXISTING
SHAREHOLDERS.  Our articles of incorporation provide that preferred stock may be
issued  from  time  to  time  in  one  or more series. Our board of directors is
authorized  to  determine  the  rights, preferences, privileges and restrictions
granted  to  and  imposed upon any wholly unissued series of preferred stock and
the  designation  of  any  such  shares,  without  any  vote  or  action  by our
shareholders.  The  board  of  directors may authorize and issue preferred stock
with  voting  power or other rights that could adversely affect the voting power
or  other  rights  of  the holders of common stock. In addition, the issuance of
preferred  stock  could  have  the effect of delaying, deferring or preventing a
change  in  control,  because  the terms of preferred stock that might be issued
could  potentially prohibit the consummation of any merger, reorganization, sale
of substantially all of its assets, liquidation or other extraordinary corporate
transaction without the approval of the holders of the outstanding shares of the
preferred  stock.  We  will not offer preferred stock to promoters except on the
same  terms  as  it  is  offered  to  all  other existing shareholders or to new
shareholder  or unless the issuance is approved by a majority of our independent
directors  who  do not have an interest in the transactions and who have access,
at  our  expense,  to  our  legal  counsel  or  independent  legal  counsel.

     THE  MARKET  FOR OUR COMMON STOCK IS VERY VOLATILE.  Our stock is presently
trading  on  the  OTC bulletin board maintained by Nasdaq under the symbol WAMX.
Nevertheless,  there has been limited volume in trading in the public market for
the  common  stock,  and  there  can  be no assurance that a more active trading
market  will  develop or be sustained.  The market price of the shares of common
stock  is  likely  to  be  highly  volatile and may be significantly affected by
factors  such  as  fluctuations  in  our  operating  results,  announcements  of
technological  innovations  or  new  products  and/or  services  by  us  or  our
competitors,  governmental  regulatory  action,  developments  with  respect  to
patents  or  proprietary  rights  and  general  market  conditions.


                                       40
<PAGE>

     WE  ARE  SUBJECT  TO THE PENNY-STOCK RULES.  The Securities Enforcement and
Penny  Stock  Reform  Act of 1990 requires additional disclosure relating to the
market  for  penny  stocks  in  connection with trades in any stock defined as a
penny  stock.  The  Commission  has  adopted regulations that generally define a
penny stock to be any equity security that has a market price of less than $5.00
per  share,  subject  to  a  few exceptions.  Such exceptions include any equity
security  listed  on Nasdaq and any equity security issued by an issuer that has

-     net  tangible  assets  of  at least $2,000,000, if such issuer has been in
continuous  operation  for  three  years,

-     net  tangible  assets  of  at least $5,000,000, if such issuer has been in
continuous  operation  for  less  than  three  years,  or

-     average  annual revenue of at least $6,000,000, if such issuer has been in
continuous  operation  for  less  than  three  years.

Unless an exception is available, the regulations require the delivery, prior to
any transaction involving a penny stock, of a disclosure schedule explaining the
penny  stock  market  and  the  risks  associated  therewith.

                               USE  OF  PROCEEDS

WAMX  will  not  receive  any  of the proceeds from the sale of shares of common
stock  by  the  Selling  Shareholders.


                                       41
<PAGE>

                              SELLING SHAREHOLDERS

The  Shares  of  the  Company to which this Reoffer Prospectus relates are being
registered  for  reoffers  and resales by the Selling Shareholders, who acquired
the  Shares  pursuant  to  a  compensatory benefit plan with WAMX for consulting
and legal services  they provided to WAMX.  The  Selling Shareholders may resell
all, a portion  or  none  of  such  Shares  from  time  to  time.

The  table below sets forth with respect to the Selling Shareholders, based upon
information  available  to  the  Company  as  of  March 13,  2000, the number of
Shares owned, the number of Shares registered by this Reoffer Prospectus and the
number  and  percent  of outstanding Shares that will be owned after the sale of
the  registered  Shares  assuming  the  sale  of  all  of the registered Shares.

<TABLE>
<CAPTION>



<S>                <C>            <C>            <C>           <C>

                   NUMBER OF      NUMBER OF                    % OF SHARES
                   SHARES         SHARES         NUMBER OF     OWNED BY
SELLING            OWNED          REGISTERED BY  SHARES OWNED  SHAREHOLDER
SHAREHOLDERS       BEFORE SALE    PROSPECTUS     AFTER SALE    AFTER SALE
-----------------  -------------  -------------  ------------  ------------

Magnus Tillerby         100,000         100,000             0            0
-----------------  -------------  -------------  ------------  ------------

M. Richard Cutler       178,500         142,000        36,500  less than 1%
-----------------  -------------  -------------  ------------  ------------

Brian A. Lebrecht        29,250          21,000         8,250  less than 1%
-----------------  -------------  -------------  ------------  ------------

Vi Bui                    9,750           7,000         2,750  less than 1%
-----------------  -------------  -------------  ------------  ------------

Edward H. Burnbaum       15,000          15,000             0             0
-----------------  -------------  -------------  ------------  ------------
</TABLE>


                              PLAN OF DISTRIBUTION

The  Selling  Shareholders may sell the Shares for value from time to time under
this  Reoffer  Prospectus  in  one  or more transactions on the Over-the-Counter
Bulletin  Board  maintained  by  the  NASD,  or  other exchange, in a negotiated
transaction  or  in  a  combination  of  such  methods of sale, at market prices
prevailing  at  the  time  of  sale, at prices related to such prevailing market
prices  or  at prices otherwise negotiated.  The Selling Shareholders may effect
such  transactions by selling the Shares to or through brokers-dealers, and such
broker-dealers  may  receive compensation in the form of underwriting discounts,
concessions  or  commissions from the Selling Shareholders and/or the purchasers
of  the Shares for whom such broker-dealers may act as agent (which compensation
may  be  less  than  or  in  excess  of  customary  commissions).


                                       42
<PAGE>

The  Selling  Shareholders  and  any  broker-dealers  that  participate  in  the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of  Section  2(11) of the 1933 Act, and any commissions received by them and any
profit  on  the  resale of the Shares sold by them may be deemed be underwriting
discounts  and  commissions  under the 1933 Act.  All selling and other expenses
incurred  by the Selling Shareholders will be borne by the Selling Shareholders.

In  addition  to any Shares sold hereunder, the Selling Shareholders may, at the
same  time,  sell any shares of common stock, including the Shares, owned by him
or  her  in  compliance  with all of the requirements of Rule 144, regardless of
whether  such  shares  are  covered  by  this  Reoffer  Prospectus.

There is no assurance that the Selling Shareholders will sell all or any portion
of  the  Shares  offered.

The  Company  will  pay all expenses in connection with this offering other than
the  legal fees incurred in connection with the preparation of this registration
statement  and  will  not  receive  any proceeds from sales of any Shares by the
Selling  Shareholders.


                                  LEGAL MATTERS

The  validity  of  the  Common  Stock offered hereby will be passed upon for the
Company  by  Moneesh A. Bakshi.


                                     EXPERTS

The  balance  sheets  as  of  December  31,  1999 and 1998 and the statements of
operations, shareholders' equity and cash flows for the years then ended of WAMX
have  been  incorporated by reference in this Registration Statement in reliance
on  the  report  of Charles R. Eisenstein, Certified Public Accountant, given on
the authority  of  that  firm  as  experts  in  accounting and  auditing.


                                       43
<PAGE>


                                    PART  II

             INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The  following  documents  are  hereby  incorporated  by  reference in this
Registration  Statement:

(i)     Registrant's Form 8-K for an event on March 13, 2000, filed on March 14,
2000.

(ii)     Registrant's Form 10-SB, (in the name of Conchology,Inc., the Company's
predecssor), originally filed  on  November 22,  1999.

(iii)     All  other  reports and documents subsequently filed by the Registrant
pursuant  after  the  date  of  this Registration Statement pursuant to Sections
13(a),  13(c),  14, or 15(d) of the Securities Exchange Act of 1934 and prior to
the  filing  of  a  post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold,  shall be deemed to be incorporated by reference and to be a part hereof
from  the  date  of  the  filing  of  such  documents.

ITEM  4.     DESCRIPTION  OF  SECURITIES.

     Not  applicable.

ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

     Not applicable.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

     The  Corporation  Laws  of  the  State of New York and the Company's Bylaws
provide  for  indemnification  of  the  Company's  Directors for liabilities and
expenses  that  they  may  incur  in such capacities.  In general, Directors and
Officers are indemnified with respect to actions taken in good faith in a manner
reasonably  believed  to  be  in,  or  not opposed to, the best interests of the
Company, and with respect to any criminal action or proceeding, actions that the
indemnitee  had  no reasonable cause to believe were unlawful.  Furthermore, the
personal  liability  of  the  Directors  is limited as provided in the Company's
Articles  of  Incorporation.


                                       44
<PAGE>

ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED.

     The  Shares  were  issued  for advisory and legal services rendered.  These
sales  were made in reliance of the exemption from the registration requirements
of  the  Securities  Act  of 1933, as amended, contained in Section 4(2) thereof
covering  transactions  not  involving  any public offering or not involving any
"offer"  or  "sale".

ITEM  8.     EXHIBITS


*3.1    Certificate of Incorporation of The World Auction Market and Exchange
        (Holdings), Inc.

*3.2    Certificate of Amendment of Certificate of Incorporation of The Worls
        Auction Market and Exchange (Holdings), Inc.

*3.3    Certificate of Incorporation of The Treasure Cache, Inc.

*3.4    Certificate of Amendment to the Certificate of Incorporation of The
        Treasure Cache, Inc.

*3.5    Certificate of Amendment to the Certificate of Incorporation of The
        Treasure Cache, Inc.

*3.6    Certificate of Merger of WAMEX Holdings, Inc. and The Treasure Cache,
        Inc. into The Treasure Cache, Inc.

*3.7    Bylaws

 5      Opinion  of  Moneesh A. Bakshi

*10.1.  Exchange  Agreement between WAMEX Holdings, Inc. and certain Conchology
shareholders  dated  as  of  February  9,  2000.

10.2    Consulting  Agreement

*10.3   Put Option Agreement

*10.4   Escrow Agreement

10.5    Consulting Agreement

23.1    Consent  of  Charles R. Eisenstein,  Certified  Public  Accountant.

________________________
*  Incorporated  by  reference  to  WAMX's  Form  8-K,  filed  on March 6, 2000.

ITEM  9.     UNDERTAKINGS.

     (a)     The  undersigned  Registrant  hereby  undertakes:

(1)     To  file,  during  any period in which offers or sales are being made, a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
the  Registration  Statement  or  any material change to such information in the
Registration  Statement.

(2)     That,  for the purpose of determining any liability under the Securities
Act  of  1933,  each  such  post-effective amendment shall be deemed to be a new
registration  statement  relating  to  the  securities  offered therein, and the
offering  of such securities at that time shall be deemed to be the initial BONA
FIDE  offering  thereof.

(3)     To  remove  from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(b)     The  undersigned  Registrant  hereby  undertakes  that,  for purposes of
determining  any  liability under the Securities Act of 1933, each filing of the
Registrant's  Annual  Report  pursuant  to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act  of  1934  (and,  where  applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act  of  1934)  that  is  incorporated by reference in the
Registration  Statement  shall  be  deemed  to  be  a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial BONA FIDE offering thereof.


                                       45
<PAGE>

(c)     Insofar  as indemnification for liabilities arising under the Securities
Act  of  1933 may be permitted to directors, officers and controlling persons of
the  Registrant  pursuant  to  the  foregoing  provisions,  or  otherwise,  the
Registrant  has  been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and  is, therefore, unenforceable. In the event that a claim for indemnification
against  such  liabilities (other than the payment by the Registrant of expenses
incurred  or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has  been  settled  by  controlling  precedent, submit to a court of appropriate
jurisdiction  the  question whether such indemnification by it is against public
policy  as  expressed  in  the  Securities Act and will be governed by the final
adjudication  of  such  issue.


                                       46
<PAGE>

                                   SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the registrant
certifies  that  it  has  reasonable grounds to believe that is meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the City of Marine Park, State of New York, on March 14, 2000.



WAMEX Holding, Inc.

/s/ Mitchell H. Cushing

By:     Mitchell H. Cushing
Its:    CEO

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  dates  indicated.




  /S/ Sascha Mundstein
-------------------------------------------------------
Sascha Mundstein, Chief Operating Officer and Director



  /S/ Russell Chimenti
-------------------------------------------------------
Russell Chimenti, Chief Administrative Officer and Director


  /S/  Hans Michael Schobinger
-------------------------------------------------------
Hans Michael Schobinger, Chief Technology Officer and Director
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 128455}]
{"company-data": {"conformed-name": "WAMEX HOLDINGS INC", "cik": "0001099514", "assigned-sic": "9995", "irs-number": "650789306", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32688", "film-number": "572130"}, "business-address": {"street1": "3040 NOSTRAND AVENUE", "street2": "NONE", "city": "MARINE PARK", "state": "NY", "zip": "11229", "phone": "718-677-4111"}, "mail-address": {"street1": "3040 NOSTRAND AVENUE", "street2": "NONE", "city": "MARINE PARK", "state": "NY", "zip": "11229"}, "former-company": {"former-conformed-name": "CONCHOLOGY INC", "date-changed": "19991122"}}
AS  FILED  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION ON MARCH 16, 2000
                                               REGISTRATION NO. 333-____________

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                              ____________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              ____________________

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

          NEW YORK                                            65-0789306
(State or Other Jurisdiction of                            (I.R.S. Employer
Incorporation or Organization)                            Identification No.)

                             3040 Nostrand Avenue
                         Marine Park, New York  11229
          (Address of Principal Executive Offices, Including Zip Code)

                              Consulting Agreements
                            Legal Retainer Agreement
                            (Full Title of the Plan)
                              ____________________

                               Mitchell H. Cushing
                             3040 Nostrand Avenue
                         Marine Park, New York  11229
                                 (718) 677-4111
           (Name, Address, and Telephone Number of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
Title of Securities  Amount to be  Proposed Maximum            Proposed Maximum           Amount of
to be Registered     Registered    Offering Price per Share    Aggregate Offering Price   Registration Fee

Common Stock,
par value $0.012        285,000     $14.875(1)                 $4,239,375                 $1119.20

(1)     Estimated  solely  for  the  purpose  of  computing  the  amount  of the
registration  fee  pursuant  to Rule 457(c) based on the closing market price on
March 13, 2000.
1
EXPLANATORY NOTE

WAMEX Holdings, Inc.,   ("WAMX")  has prepared this  Registration Statement  in
accordance with the requirements of Form S-8 under the Securities Act  of 1933,
as amended (the "1933 Act"), to register certain shares of common stock,  $.012
par  value  per  share,  issued  to certain selling shareholders.

Under cover of this Form S-8 is a Reoffer Prospectus WAMX prepared in accordance
with  Part  I  of  Form  S-3  under the 1933 Act.  The Reoffer Prospectus may be
utilized  for  reofferings and  resales of up  to 285,000 shares of common stock
acquired  by  the  selling  shareholders.

                                        2
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

WAMX  will  send  or  give the documents containing the information specified in
Part  1  of  Form S-8 to employees or consultants as specified by Securities and
Exchange  Commission  Rule  428  (b)  (1)  under  the Securities Act of 1933, as
amended  (the  "933 Act".  WAMX does not need to file these documents with the
commission  either  as part of this Registration Statement or as prospectuses or
prospectus  supplements  under  Rule  424  of  the  1933  Act.

                                        3
REOFFER  PROSPECTUS

                              WAMEX Holdings, Inc.
                              3040 Nostrand Avenue
                         Marine Park, New York  11229
                               (718)  677-4111

                       285,000  SHARES  OF  COMMON  STOCK

The   shares  of  common  stock, $0.012 1par value per share, of WAMEX Holdings,
Inc. ("WAMX" or the "Company") offered hereby (the "Shares") will be sold  from
time to time by the individuals listed under the Selling Shareholders section of
this document (the "Selling Shareholders").  The  Selling Shareholders acquired
the  Shares pursuant to Consulting Agreements for consulting and legal services
that the Selling  Shareholders  provided  to  WAMX.

The  sales  may  occur  in  transactions  on the NASD Over-The-Counter market at
prevailing  market  prices or in negotiated transactions.  WAMX will not receive
proceeds  from  any  of  the  sale  the Shares.  WAMX is paying for the expenses
incurred  in  registering  the  Shares.

The  Shares  are  "restricted  securities" under the Securities Act of 1933 (the
"1933  Act")  before  their  sale  under  the  Reoffer  Prospectus.  The Reoffer
Prospectus has been prepared for the purpose of registering the Shares under the
1933  Act  to  allow  for future sales by the Selling Shareholders to the public
without  restriction.  To the knowledge of the Company, the Selling Shareholders
have  no  arrangement  with  any brokerage firm for the sale of the Shares.  The
Selling  Shareholders may be deemed to be an "underwriter" within the meaning of
the 1933 Act.  Any commissions received by a broker or dealer in connection with
resales  of the Shares may be deemed to be underwriting commissions or discounts
under  the  1933  Act.

WAMX's  common  stock  is currently traded on the NASD Over-the-Counter Bulletin
Board  under  the  symbol  "WAMX."

                        ________________________

This  investment  involves  a  high  degree  of risk.  Please see "Risk Factors"
beginning  on  page  37.

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS  REOFFER  PROSPECTUS  IS  TRUTHFUL  OR COMPLETE.  ANY REPRESENTATION TO THE
CONTRARY  IS  A  CRIMINAL  OFFENSE.
                            ________________________

                                  March 16, 2000

                                        4
TABLE OF CONTENTS

Where  You  Can  Find  More  Information          5
Incorporated  Documents                           5
The  Company                                      7
Risk  Factors                                     37
Use  of  Proceeds                                 41
Selling  Shareholders                             42
Plan  of  Distribution                            42
Legal  Matters                                    43
Experts                                           43

                            ________________________

You should only rely on the information incorporated by reference or provided in
this  Reoffer  Prospectus or any supplement.  We have not authorized anyone else
to  provide  you  with  different  information.  The  common  stock is not being
offered  in  any  state where the offer is not permitted.  You should not assume
that the information in this Reoffer Prospectus or any supplement is accurate as
of  any  date  other  than  the  date  on  the front of this Reoffer Prospectus.

WHERE  YOU  CAN  FIND  MORE  INFORMATION

WAMX is required to file annual, quarterly and special reports, proxy statements
and other information with the Securities and Exchange Commission (the "SEC") as
required  by  the  Securities Exchange Act of 1934, as amended (the "1934 Act").
You  may  read  and copy any reports, statements or other information we file at
the  SEC's  Public  Reference  Rooms  at:

                 450 Fifth Street, N.W., Washington, D.C. 20549;
           Seven World Trade Center, 13th Floor, New York, N.Y. 10048

Please  call  the  SEC  at  1-800-SEC-0330 for further information on the Public
Reference  Rooms.  Our  filings are also available to the public from commercial
document  retrieval  services  and  the  SEC  website  (http://www.sec.gov).

                             INCORPORATED DOCUMENTS

The  SEC allows WAMX to "incorporate by reference" information into this Reoffer
Prospectus,  which  means that the Company can disclose important information to
you  by  referring  you  to another document filed separately with the SEC.  The
information  incorporated  by  reference  is  deemed  to be part of this Reoffer
Prospectus, except for any information superseded by information in this Reoffer
Prospectus.

                                        5
WAMX's  Report  on  Form  8-K,  dated  March  14, 2000 is incorporated herein by
reference.   WAMX  also  incorporates  herein   by  reference  the  Form 10-SB
filed  by  Conchology, Inc.,  the  Company's  predecessor, filed on November 22,
1999.  In  addition,  all documents filed or subsequently  filed  by the Company
under Sections 13(a), 13(c), 14and 15(d) of the 1934 Act, before the termination
of this offering, are incorporated by reference.

The  Company  will  provide without charge to each person to whom a copy of this
Reoffer  Prospectus is delivered, upon oral or written request, a copy of any or
all  documents incorporated by reference into this Reoffer Prospectus (excluding
exhibits unless the exhibits are specifically incorporated by reference into the
information the Reoffer Prospectus incorporates). Requests should be directed to
the  Chief  Financial Offer at WAMX at WAMX's executive offices, located at 3040
Nostrand  Avenue,  Marine  Park,  New  York  11229.  WAMX's  telephone number is
(727)  669-7781.

                                        6
THE  COMPANY

BUSINESS

This  Reoffer  Prospectus contains certain forward-looking statements within the
meaning  of the federal securities laws.  Actual results could differ materially
from  those  projected  in  the  forward-looking  statements  due to a number of
factors,  including  those  set forth under "Risk Factors" and elsewhere in this
Reoffer  Prospectus.

CORPORATE  HISTORY

     WAMEX  Holdings,  Inc., a developmental stage company (hereinafter referred
to  as  "WHI"  or  "the  Company") was organized as The World Auction Market and
Exchange (Holdings), Inc., under the laws of the State of  Delaware, February 9,
1998.  At  the time of incorporation, the Company simultaneously incorporated in
the  State  of  Delaware three (3) subsidiary corporations which were, The World
Auction  Market  and  Exchange  Services,  Inc., WAMEX 3D, Inc. and INSTOX, Inc.

     WAMEX  Holdings, Inc. (WHI) was originally conceptualized in October, 1996.
The  principle  architects of that organization were Mitchell H. Cushing, Sascha
Mundstein,  Russell  Chimenti  and  Hans-Michael  Schoebinger.

     The Treasure Cache, Inc. (TCI) was incorporated in the State of New York in
April,  1992.  TCI's  business model and strategies centered around it's ability
to retail and profit from the distribution of unique arts and crafts merchandise
via  Kiosks  located in high traffic malls in the U.S.  In early December, 1998,
TCI approached WAMEX Holdings, Inc. (WHI) to perform a feasibility study for TCI
as  it related to the possible distribution of  TCI's products via the Internet.
At  that  time  it was decided that both entities should pursue discussions of a
merger.

     On November 18, 1999, the Company changed its name in the State of Delaware
to WAMEX, Holdings, Inc. and changed the name of one  (1) subsidiary, namely The
World  Auction  Market  and Exchange Services, Inc., to WAMEX, Inc.  The Company
changed  its  name and the name of one (1) subsidiary for the purposes of easier
identification  and  because  the  Company  owns  the  registered domain name of
wamex.com.  The Company's Website is presently under construction, however, with
the  exception of the final graphic implementation and some relevant content the
Website  can be viewed at the URL address of www.wamex.com.  Some information on
the  site is password protected due to proprietary information the Company deems
necessary  to  protect  at  this  time.

     On  November  19,  1999,  the  Company consummated a merger with a New York
corporation  named  "The  Treasure  Cache,  Inc".  The  surviving entity was The
Treasure  Cache,  Inc.,  a  New York corporation. Subsequent to the terms of the
merger, the surviving entity changed it's name to WAMEX Holdings, Inc., which is
now  registered  as  a  New  York corporation. The three (3) subsidiaries remain
registered  and  incorporated  in  the  State  of  Delaware.

THE  ORGANIZATIONAL  STRUCTURE

     WHI was formed along with its subsidiaries to develop, grow and maintain an
Alternative Trading System (ATS) (as defined under Regulation ATS promulgated by
the  SEC).  An  ATS  provides  alternative pools of liquidity for its members as
well  as  allowing  them  the ability to trade directly with each other with the
possibility  of price enhancement which is presently not available to individual
investors  in  today's  present  market  structure.

                                        7
As the parent, WHI, manages and oversees the activities of its subsidiaries
that  perform  the  following  activities:

-     WAMEX  3D,  Inc.  (W3D),  is  presently  inactive.  WHI  plans to initiate
activities  for  W3D  in  June  of  2000.  Once activated, W3D will be tasked to
provide  the Technological Infrastructure of WHI and the ATS.  As a wholly owned
subsidiary,  W3D's  core  mission  and  business  activities  encompass
conceptualizing,  designing and implementing all of the software programming and
hardware construction necessary to operate an ATS.  This would include but would
not be limited to research and development, functionality, capacity and security
features of our technology as it pertains to the ATS.  After activation, W3D may
also  have  the  resources  available to perform consulting in the Financial and
Database  software  arenas.

In  the  initial  stages,  W3D  will  be  primarily  occupied  with  the further
development  and perfection of the WAMEX ATS, as well as integrating this system
with  in-house  administration  and  accounting  networks.  However,  the  basic
structure  of  the  ATS  software  is  such that a number of applications can be
developed  and  used in the financial industry from the base platform or design.

3D  technicians have developed the proprietary W3D ATS Software Program  Version
1.0  trading software program that allow centralization or routing of individual
and  institutional order flow.  The 3D software has been designed to provide the
base  platform  user  or  ATS  member  with  advanced  trading  applications and
professional  users  with customized service applications that are real time and
dynamic.  3D  trading  software  is  an  easy  to use order entry and management
program.  The  Database Management System (DMS) has been designed to provide the
matching  of  order  parameters  and  the  administration  of order flow, client
portfolio and audit trail information.  The main features of the program and the
DMS  are  as  follows:  Modular  design  for rapid increases in system capacity,
redundancy  system  design  features  for continuous operation during service or
malfunction,  security  designs  to prevent unauthorized entry into the DMS.  It
also provides for the processing of all administration, record keeping and order
flow functions in one system and allows integration of affiliate order execution
and  routing.

Management  has  conceptualized  that  W3D  will  offer as its core business the
development,  production and distribution of financial trading software, systems
hardware design and technical service and support for financial institutions and
their  traders.  At  present  the  company's  technicians work inside the parent
corporation WHI developing and installing trading software applications, designs
and  services  for  the Database Management Systems (DMS) designed for the WAMEX
ATS  activities  and  brokerage  functions.

                                        8
W3D plans to offer solutions for secure system functions by creating DMS designs
for  institutions  that  consolidate  client  order  flow  or  interact  in  a
decentralized  trading  environment.  W3D  will  provide  all  necessary design,
development,  and construction tasks that the prospective client needs. W3D will
also  provide  system  testing  for  capacity  and  security  and all associated
technical  service  and  support.

W3D  plans  to  provide  integrated  client management systems that allow broker
dealers  to  provide  their  financial  advisors  with  the  most  functional,
easy-to-use  and  affordable order integration and client information management
solutions  in  the  industry.  W3D  plans  to be located and operate in Southern
Florida.

-     WAMEX,  Inc.  (WAMEX)  is  presently  inactive.  WHI  plans  to  initiate
activities  for  WAMEX in June of 2000.  Once activated, WAMEX will be tasked to
provide  the  Operational  Features  of  the ATS.  As a wholly owned subsidiary,
WAMEX's  core  mission  and  business  activities  encompass  conceptualizing,
developing  and  implementing the ATS business strategy via the Internet as well
as  overseeing  ATS administrative operations.  This would include but would not
be  limited  to  analyzing and implementing marketing strategies, developing and
supervising  the  administration  and customer service divisions and identifying
possible  strategic  acquisitions.

As  a  peripheral mission, WAMEX will be tasked by WHI to provide the Regulatory
Agencies (SEC and NASD) with assistance in forming a Standardized Internet Trade
Report (SITREP).  WAMEX was one of the first announced ATS platforms (as defined
under Regulation ATS) and has, through its No-Action approval process, attempted
to  provide  the  SEC's  Division  of  Enforcement  with  advanced ATS Reporting
Techniques  via  its  proprietary  DMS design.  It is an issue that WHI feels is
necessary  in  order  to establish integrity within and for the ATS community as
the  market  for  ATS  trading  grows.

In  and  of  itself, WAMEX has no core proprietary product or service nor has it
conducted  any  business  operations  to  date.  WAMEX  plans  to be located and
operate  in  New  York.

-     INSTOX,  Inc.  (INSTOX)  is  presently  inactive.  WHI  plans  to initiate
activities for INSTOX in June of 2001.  Once activated, INSTOX will be tasked to
provide  an  Alternative  Listing  Facility  (ALF)  (Exchange or Market) via the
Internet  for  companies  that elect to list on alternative forums (Exchanges or
Markets).

The  INSTOX  stock  exchange  operation  is  currently  in its conceptual stage.
INSTOX  plans  to  offer  as  its  core  business an Internet Stock Exchange for
companies  that  elect  to  list  their  shares for public trading.  INSTOX will
provide  a  source of capital for companies that are at the level of development
and  meet  the  listing  requirements  of  the  exchange.

                                        9
There  are  thousands  of  companies that have applied to regulatory authorities
seeking approval for the issuance of private placement memorandums and Offerings
through  the  Internet.  A  majority  of these companies do not meet the listing
standards  of the traditional exchanges for various reasons.  The main factor is
their  inability to find and afford capital procurance through traditional means
of investment banking.  Finding a lead underwriter, syndicate partners, selected
dealer  agents,  market  maker support and exchange approval are all cumbersome,
costly  and  inefficient  with  respect  to  the  needs  and strategies of young
companies.  Through  the vision of the regulatory agencies, these companies have
seen  the  availability  of  alternative  means  of  raising capital through the
Internet.  At  the  present  time, there are too few Internet Investment Banking
enterprises  to satisfy demands for processing of registration, distribution and
support  that  these  companies  need  in  order  to  accelerate their corporate
objectives.

There are companies that are prepared to operate as publicly traded companies on
alternative  exchanges,  where  liquidity is determined by the accessibility and
direct participation of the investing public.  As this segment of the investment
banking  industry grows very rapidly, the number of publicly traded companies is
expected  to  multiply in the coming years.  Furthermore, companies both foreign
and domestic understand the advantages of co-listing their securities on as many
exchanges  as  possible  in  order  to  create  the  maximum  exposure to global
liquidity.

INSTOX, by establishing listing requirements that are more easily obtainable and
still  ensure  the  quality  of the companies publicly traded, will create a new
avenue  of  opportunity  for companies in need of capital.  The creation of this
market further satisfies the needs of investors that are searching for unnoticed
values and equity stakes in companies at an early development stage.  Management
understands  that  INSTOX  will  need  regulatory  approval  as well as possibly
obtaining  Self  Regulatory  Organization  (SRO)  status in order to operate and
realize  its  corporate  and strategic objectives.  WHI is currently exploring a
strategy  to implement operations within the next 18-24 months.  To date, INSTOX
has  not  conducted  any  business  operations  nor  does  it have any services,
products,  assets or proprietary intellectual property.  The planned location of
operations  is  in  New  York.

                                       10
MANAGEMENTS  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

OPERATIONS  TO  DATE

     Since  its  inception  the Company has maintained 2 locations for principal
business  operations.  An  International office located in Vienna, Austria and a
U.S.  office located in New York.  The Vienna office manned by Mr. Mundstein has
served  as  the  base  of operations for the Company's European introduction and
funding operations.  The U.S. office manned by Mr. Cushing, Mr. Chimenti and Mr.
Schoebinger  has  served  as  the  base  of operations for the technological and
business  development  of  the  Company.

     The  primary  core  business operations of WHI since its inception has been
the  formulation and development of its strategies as it relates to operating an
ATS  through  its  subsidiaries  and corporate partners.  The Company has relied
heavily  on  its  key  personnel,  Mitchell H. Cushing, Russell Chimenti, Sascha
Mundstein  and  Hans-Michael  Schoebinger  to  provide all of the key strategic,
developmental  and  funding  functions  of  the  Company.

     The  Company's  management  strategized  a  three  prong  approach  towards
achieving  its objective in launching and maintaining the WAMEX ATS: Technology,
Securities/Regulation,  and  Funding/Administration.

TECHNOLOGY

     Mr.  Schoebinger has been designated as the Chief  Technology Officer (CTO)
of  WHI.  He  was  tasked in 1997 to theoretically design a platform of software
and hardware that would support the functions of investors trading directly with
each  other  via  the  Internet.  In  1998,  Mr.  Schoebinger  hired two (2) DMS
programmers  to  assist in building the base software platform (W3D ATS Software
Program  )  and  the  customized  trading  application  (IOMS).

     The work on the base application was completed in April 1999.  The software
was  most  recently  reviewed  by  ORACLE  in October 1999 for functionality and
theoretical  design.  That  review  concluded that the base application is sound
and  will function as needed based on the design of the architecture of the DMS.
ORACLE  has  suggested  some  additions  and  changes to the program to increase
efficiency and system integrity which the Company has already implemented in the
program.  As  a  result  of  that review, the Company has met with ORACLE and is
presently  engaged  in negotiations with them to assist in the implementation of
the  software  program and the web architecture for the ATS.  The only remaining
features that need to be implemented are the necessary linking parameters to the
Clearing  and Executing Broker Dealers.  These features will be established once
the  Company  selects  the  entities  to  perform  these  functions  (see
Securities/Regulation).

                                       11
The  hardware  which consists of Sun Microsystems servers has been designed
to  incorporate the proposed functions of the ATS and its members using ORACLE 8
serverware  and  WAMEX ATS Software.  Contracts were negotiated in 1998 with Sun
to provide the equipment.  Since 1998, the base design of the server has changed
twice  because of the rapid advancement in functionality of the hardware, making
recent  designs  much  more efficient and less expensive.  Management originally
discussed the possibility of buying the equipment , however, through discussions
with  ORACLE,  Sun  Microsystems  and UUnet, management is presently considering
leasing  the  equipment.  The  leasing  option affords the Company the luxury of
decreased  initial  cash investment into the DMS and the option to change server
equipment  within  2-3  years  as  technology  outpaces  present  hardware
functionality.  The  Company  can have the hardware delivered, built, tested and
functional  within  60  days.

     Server  location  is  also  a primary concern for management.  The location
must  provide  for  the  efficient  operation,  contingency  power  supplies and
security  of  the  DMS  hardware.  As  such, in 1998, the Company entered into a
preliminary  agreement  with  Telehouse  of New York to host the server upon the
initiation  of  ATS  operations.  Since 1998, the Company has identified several
other  less expensive yet highly reliable locations to host the hardware.  Among
them  are  NetLinks  and  AboveNet  located  in  Florida  and  Washington, D.C.,
respectively.  Management  has  entered into discussions with these companies to
bid  for  the  hosting  of  the server.  Management has concluded that all three
locations and companies would be compliant with the NASD's and SEC's requirement
in functionality, catastrophic contingency and redundant back-up power supplies.
The  Company  can  have  the  location  secured  within  30  days.

     Management  also  contemplates using one of the three hosting entities as a
site  for  its  back-up  server.  As  all  three  meet  stringent  regulatory
requirements  and  are located in different States in the U.S., management feels
this  would  represent  the  best  possible  scenario  for  implementation  and
contingency  planning

     The  wamex.com  website  was  initially  constructed  by  Trimoto Design of
Austria  in  1998.  Since  then  the  Company has changed the design of the site
twice  in  order to make the website easier to navigate through and to present a
more  updated  approach  to the market in terms of what the Internet users would
like  to see and use.  The website is presently hosted in Canada and the Company
plans  to have the website hosted in the U.S. within the next 30 days.  The site
presently  is  not  password  protected so that the public may view the content.
The  website  does not, at this time, contain the actual ATS content and trading
capability  planned  to be deployed by the Company in June of 2000.  The Company
has  engaged  NYD2  through  contract  to  design the front-end interface of the
website  as  well  as  assisting  the  Company  in  its branding, marketing, and
advertising  strategies.

SECURITIES/REGULATION

     Management  has  focused  on  completing two objectives in this arena.  The
regulatory  approval  to  operate an ATS as defined under Regulation ATS and the
support  mechanism  of  the  Sponsoring  and  Clearing  Broker  Dealers.

     In  1997  the Company retained the legal services of Kogan and Taubman, LLC
of  New  York in order to format/submit an application and apply for a No-Action
approval  from  the  SEC in order to operate a completely revolutionary ATS.  At
the  time,  the  SEC  was  contemplating  through  comments  and introduction, a
regulation  that  encompassed  the  growing  ATS  market.  The Company initiated
discussions  with  the  SEC's  Division  of Enforcement (DOE) in June 1997.  The
response  was  favorable and an application for No-Action approval was submitted
to  the  DOE  in  August  1997.

                                       12
The Company worked closely with the DOE over the next year in responding to
comments  that  the  DOE  responded with, submitting three separate responses to
questions  asked.  When  it appeared that the Company was close to receiving its
approval (based on the ability to operate the ATS) the SEC formally announced in
October  1998  that  there would be no further No-Action approvals pertaining to
any  ATS.  The  SEC  had  expedited  its approval process for Regulation ATS and
announced  the  implementation  of the regulation for January 1999.  The Company
then  reviewed  the  regulation and applied for approval to operate according to
the  guidelines  of  Regulation  ATS  to  the NASD in April of 1999. The Company
received  comments  from  the  NASD  which  incorporated the following concerns:
Written  Supervisory  Procedures,  Clearing  and  Sponsoring  Broker Dealers and
System  Capacity.  In  June  1999, the Company formally withdrew its request for
approval  so  that  it  could  form the necessary infrastructure that would pass
muster  with  the  NASD  and  Regulation  ATS.

     In  June  1999,  Mr.  Cushing and Mr. Chimenti began discussions with iCap,
Inc.,  a licensed Broker Dealer located in Virginia.  These discussions centered
around an acquisition, whereby iCap would become the property of Mr. Cushing and
Mr.  Chimenti  and  would  subsequently  be the Sponsoring Broker Dealer for the
WAMEX ATS activities. Those discussions are being concluded favorably and should
result  in  the  purchase or acquisition of the Broker Dealer which will in turn
sponsor  the  activities  of  the  ATS.

     Since  its  inception,  the  Company  has been exploring opportunities with
possible  Clearing  Broker  Dealers. To date management has been unsuccessful in
obtaining  a  Clearing arrangement in large part because there was no sponsoring
Broker  Dealer  for  the  ATS  clients or its activities. Other main concerns or
obstacles to agreements were: Lack of capital sufficient to operate an ATS, lack
of  understanding of the ATS concept, competition, lack of sufficient profit for
the  Clearing  Agent,  lack of technical expertise (Clearing side) to implement,
lack  of  motivation  to  change established clearing arrangements and lack of a
Sponsoring  Broker.  The Company received the most favorable responses from some
of  the  largest organizations of the financial industry such as DLJ and Merrill
Lynch,  however,  these  organizations  elected  not  to participate because the
business  model  of  the  ATS  was  diametrically  opposed  to their established
profitable  business  models  and  revenue  streams.

     In  September  1999,  the  Company  began to solicit certain other Clearing
Brokers  on  behalf of the Company. The Company has agreed to retain iCap as the
Sponsoring Broker Dealer. As such, the Company has identified no less than three
Clearing  Brokers  that  are  willing  to  employ Clearing arrangements with the
Company. All three are technologically advanced and sufficiently well structured
as to alleviate a vast majority of the concerns outlined above. The focus of the
discussions  with  these  entities  has  centered  around their profitability as
Clearing  Brokers.  Although  proprietary in nature, management believes that it
has  answered  those  concerns by adjusting pricing models that are favorable to
the  Clearing  Broker  and  the ATS member. The Company is presently  engaged in
selecting  the  most  favorable  situation  for  the  prospective  ATS  members.
Management  is confident that it has solved in large part all of the concerns of
these Clearing Brokers and will have a Clearing arrangement for the ATS no later
than  May  2000.

                                       13
It  is  significant  to  mention  that the final completion of the software
program  is  in large part dependant on whom the Sponsoring and Clearing Brokers
are  because  of  the  necessity  to link all three organizations.  The ATS, the
Sponsoring  Broker  and  the  Clearing  Broker  must be linked through dedicated
lines,  and  protocols  must  be shared in order for the ATS to become seamless.
Management  is  highly  confident  that  although  this  is  an integral step in
accomplishing the continuity of the ATS, it is rather easily accomplished from a
technical  standpoint.  Once  all  of the participants in this venture have been
identified,  management  estimates  no  more  than  45 days of programming to be
required  for  the  linking  phase.

FUNDING/ADMINISTRATION

     Since  its  inception,  management has been working diligently on procuring
the  necessary  investment  capital  to build, grow and maintain the ATS and its
operations. In 1997 the Company was successful in structuring a convertible debt
instrument  with  a  foreign  company  that provided approximately $1,800,000 in
funding.  This funding was used amongst other things to develop the ATS software
program,  procure computers and other programming software, procure the services
of  web  designers  and other programmers and to establish offices in Vienna and
the  U.S.  This  note  was subsequently converted into equity and management was
able  to  bring  the Company from the seed and developmental stages (in terms of
strategy)  to  its  present  stage  of  go-to-market.

     Managements primary concern as it relates to funding was twofold: Operating
Capital  and  Implementation  Funding.  As  such  in  January  1998,  management
initiated  a strategy to find investment principal through Venture Capital (VC),
Investment  Banking  (IB)  and  Private  Investments  (PI). Although the Company
received  many  positive  responses  to  the  concept,  it  was  unsuccessful in
acquiring  the  necessary  funding through exposure to IB and PI capital for the
first  18  months.

     Managements  experience in the financial industry lead to the initiation of
a  strategy  in  late  1998,  that the Company could best obtain funding through
venture capital (VC) exposure. As such, the Company aggressively pursued avenues
of  venture capital. In November 1999, the Company structured and was successful
in  placing  a  $1,000,000  offering  under  Rule 504 of Regulation D to private
investors.  Management  believes that the successful closing and availability of
funds  are  more  than  sufficient  to  operate  WHI  as  the  holding  Company,
administratively  for  the  next  18  months.

     As  a  result of the merger and subsequent listing on the NASDAQ OTC-BB and
the  successful  placement  of  the  offering,  the  Company  has experienced an
increased  exposure  and awareness within the investment community. As such, the
Company  is  presently  entertaining  several  relevant funding offers from both
public  and  private  entities.  Management is in the process of determining the
most  favorable  offers  employing  the  following concerns: Size of investment,
shareholder value, cost of investment, ability to participate in ATS operations,
future funding capabilities, administrative and technical support, and corporate
partnerships. Management is confident that these negotiations will result in the
Company  closing  on  one  or  more of the offers presently available which will
result  in  sufficient  capital for the Company to fully implement the goals and
strategies  of  the business plan. Management expects to finalize one or more of
these  negotiations  no  later  than  April  1,  2000.

                                       14
To  date,  management  has  been the Administration of the Company with Mr.
Cushing  as  Chief Executive Officer (CEO), Mr. Chimenti as Chief Administrative
Officer  (CAO),  Mr.  Mundstein  as  Chief  Operating  Officer  (COO)  and  Mr.
Schoebinger as Chief Technology Officer (CTO). The Company has relied heavily on
the  commitment,  skills  and work of these four principals to accomplish all of
the  corporate  strategies.

     Management  has  assigned  appropriate  responsibilities  to  the  senior
principals  identified  above  during  the  Company's  implementation  phase.
Management  is presently in discussions with two real estate agencies in the New
York area to procure space for its corporate activities. It is contemplated that
this  space  will house WHI, WAMEX  ATS administration and iCap, Inc. It is also
contemplated  that  there  may  be  an agreement with iNYC, Inc., of New York to
co-locate  on the same premises as the companies intend to finalize an agreement
to  provide WAMEX ATS members with free high speed Digital Subscriber Line (DSL)
Internet  connection  upon  ATS  activation.

     Once  the  location  for the Company has been procured, management plans to
initiate  hiring  of  necessary  employees  as  well  as procuring the necessary
technological  infrastructure.  With  the  appropriate  funding,  management  is
confident  that it has the ability, experience and knowledge to accomplish these
tasks no later than July 2000. Management contemplates out-sourcing its customer
service  activities  (with  the exception of Broker Orders and technical service
and support) and is presently seeking an established organization to assume that
responsibility.

RESEARCH  AND  DEVELOPMENT

     As  stated,  the  Company  has completed its base platform software version
with  the  exception of its linking protocols to the Clearing Broker and the SEC
and  NASD  for  purposes  of  reporting  ATS  activities.

     In  terms  of  its  Research and Development (RD), the Company is presently
engaged  in  the  production of its highly advanced Intelligent Order Management
System  (IOMS).  The  ATS base platform and its DMS are proprietary and can only
be  used  when  entering through the WAMEX ATS system and its protocols, whereas
IOMS  is  a  separate  software  program that can be employed with any financial
software  program  from any financial order execution Website (any e-brokerage).

     IOMS is a highly sophisticated order execution software program (by design)
that  management  considers to be extremely confidential.  Management elects not
to  discuss  any  details  of its development, features, uses or applications at
this  time  except that the Company is presently in discussions with one or more
companies  in  the  database  management  industry to assist in its development.
Management  also  elects  not  to  discuss  the  cost of the development of this
software except to say that it will not have a substantive impact on the Company
budget.

MATERIAL  ACQUISITION

     Management  does  not  contemplate any material equipment acquisition other
than  the  DMS (which may be leased) and what is described in the Implementation
Plan.

                                       15
Management  notes  that  it  is  presently  in  discussions  with  certain
organizations in the financial industry that the Company has identified as being
possible  acquisition  or  merger  candidates.  As  part  of  the  strategy  of
development,  management  intends  to identify certain Internet and non-Internet
companies  that have synergistic or common operations and strategies and discuss
possibly  acquiring  these  entities. This would depend largely on the following
dynamics:  Impact  on present and future business operations, shareholder value,
available  funding,  need,  necessity, competition and willingness to cooperate.
There  can  be  no  assurance that the Company will be successful in identifying
qualified merger or acquisition candidates, or if it does, that the Company will
be  successful  in  completing  a  transaction  with  them.

     Management  is  presently  negotiating the acquisition of an on-line entity
that  has  the  regulatory  approval  to  operate  an ATS as well as approval to
distribute  offerings via the Internet to accredited and qualified participants.
This  relationship  would have a direct positive impact on the services that the
ATS  would be able to offer its members and may have an accelerated impact as to
the  accelerated  initiation  of  INSTOX  operations.

MATERIAL  CHANGES

     The  Company  does  not  contemplate  any material changes in it's business
operations  or staffing other than what is described in the Implementation Plan.
Management  acknowledges that the Company may have to hire the appropriate Human
Resource  personnel  to  administer the WHI and WAMEX workforce if operations of
the  business  exceed  the  contemplated  goals.

     Mr. Schobinger intends to move from the position of WHI CTO to the position
of  W3D  CEO  when those operations are contemplated to begin in June 2000. This
would  only  affect  the  direct  day-to-day management of the WHI technological
structure  which  at that time will have little if any effect on WHI operations.
As  W3D will be responsible for the technological development and maintenance of
the  WAMEX ATS and it's DMS, management feels that Mr. Schoebinger's talents and
time  will  be  properly  placed  in  W3D.  The Company plans to hire sufficient
personnel  to  administer  the  day-to-day  technology  of WHI's infrastructure.

INDUSTRY  OVERVIEW

     Orders  for  the  purchase  or sale of stock on the New York Stock Exchange
(NYSE),  the  American  Stock  Exchange  (AMEX)  and the National Association of
Securities  Dealers  Automated  Quotations  (NASDAQ) are initiated at the broker
level  whether  the  order  is  solicited  or  unsolicited.  There  are  several
intermediaries  that  account  for  the  steps  involved when the execution of a
specific  order  is desired. Each one of these intermediaries, regardless of the
Exchange  or  Association,  of  course,  gets  a piece of the transaction as his
benefit  for  helping  to  provide  a  link  in the chain of events that provide
so-called  liquidity  in  a  so-called  free  and  transparent  market.

     The  dedicated  specialist  who  owns  a  seat  on  the  NYSE  has  certain
obligations,  such  as  "maintaining  a  market"  for  the security by providing
liquidity.  His  monopoly  on  a  certain stock during trading hours gains him a
constant stream of revenue, a fraction of a dollar per share at a time. However,
access  standards,  transparency,  order  execution,  price,  criminal activity,
language barriers, market operating hours and enormous amounts of intermediaries
and  commissions  has  made  these  markets  and  their  methods inefficient and
unappealing.

                                       16
A new breed of investor (self empowered Internet user) has been the fastest
growing  segment  of  the investment population in the world over the last seven
years  and  has literally changed the way the markets and the industry views its
methodology  and  services today. The self empowered investor is concerned about
the  key  issues  of  trading  and  investing  such  as  market transparency and
inclusion  at  the price display level as well as low cost transaction costs, 24
hour trade capability and rapid order execution. In short, a cheap efficient and
reliable  marketplace.

     This  scenario  does  not  and  cannot  exist  under the present structure,
because  there  has  to  be  a certain degree of proprietary trading against all
market  participants in order for the chain of event custodians and participants
such  as  Market  Makers and Specialists to be paid well enough for the inherent
risk  of  providing liquidity. The fact of the matter remains that the investing
public  is  disenchanted  with  the lack of inclusion associated with markets in
general and the unfair access that Institutional clients have to the markets and
exchanges  .

     ATS's  are  nothing  new.  They've  been around for quite some time. In the
1960's,  technological  advances  in computer networking lead to the creation of
Nasdaq,  where  Market Makers compete for orders by providing a firm quote for a
specific  stock,  i.e.  the  buy  and  sell  price  for  a  given  quantity  of
certificates.  Additionally,  investors may be aware of Instinet and the Arizona
Stock  Exchange  as  other  ATS's.

     The  problem  is  that  there  is not now and has never been an ATS for the
investing  public.  They  have  been  restricted  to  market  participants  and
institutional  clients.  New  developments  challenge these niches of privilege.
So-called  "Electronic Control Networks" (ECN's) exploit recent legislation from
the SEC that force market makers to immediately display all received orders that
are  better  than  their own. Even more powerful computer networks allow instant
trading in between the Nasdaq spreads from dedicated terminals. Fifty percent of
Nasdaq volume is executed in this way today. As technology enables more and more
people  to  directly  participate in the market, speed increases, spreads become
smaller;  the  market  becomes  more  efficient.

MARKET

     The  trading of financial instruments is one of the largest and most active
industries  in  the  world.  Traditionally,  established  institutions  such  as
Exchanges  (NYSE)  and  Associations  of  Quotation  Markets  (Nasdaq),  set the
standards  for  access,  execution  prices  and  fees.  However,  a community of
self-empowered  investors  has  emerged  that  is  currently the fastest growing
segment  of  the investing population. This community is presenting the industry
with  challenging  demands that are proving to radically transform the industry.
Moreover,  staggering  developments  in  technologies  such as the Internet have
allowed  these  investors  to  trade  in a new and improved playing field, which
enables  them  to  transact  more  quickly  and  at  a  much  lower  cost.

     However, there are demands that have still not been met. Namely, the desire
on  the  part  of  the  investor  to gain direct access to the transaction, thus
eliminating  inefficiencies such as the middle persons (brokers and traders) and
obtaining the ultimate state of self-empowerment, as well as securing the lowest
possible  cost by direct trading within the open market spreads. This simple yet
basic  concept  would  provide the individual investor with the ability to Price
Enhance  similar  to  Institutions  and  Registered  Broker  Dealers.

                                       17
Online Trading  has  proven, in the growth of customer base and its volume,
to  be  the  long-awaited  killer  application for the retail financial services
industry  online.  Because  the  online  medium  empowers  users  with  timely
information  previously  available  only to brokers and institutional investors,
consumers  are  able  to make better investment decisions on their own. As such,
the  Web and online services have rapidly become a viable channel for investment
research  and  retail trading activity. Online investing is on a path to eclipse
online  retail  banking  in  market penetration, reaching 15 million accounts in
2002.  By becoming a dominant consumer access channel in the near future, online
brokerage  services  will  succeed  where online banking services have faltered.

     The  online  investors  of  today - active and self-directed - are bringing
volume  to online-only brokerages, but the fact remains that the demographics of
online  users  will skew toward those of the mass market in the next five years.
According  to  Jupiter  Communications, although a full 68% of online households
(14.8  million) are investing households, only 15.6 percent of online households
(3.4 million) trade online presenting the opportunity for 11.4 million investing
households  to be converted to online trading. Online brokerage customers have a
more  active  trading  behavior  than  traditional  customers  that rely on a FA
(Financial  Advisor)  do. More than a third of total US investing households (10
million) are online, which corresponds with their familiarity with investing and
technology:

THE  PRODUCT

     The  WAMEX  ATSJ  (a  Database  Management  System)  when  constructed  and
operational  will  allow  both  individual  investors  and institutions to trade
securities  directly  with  each  other  over  the  Internet,  eliminating  the
intervention  of  brokers  or  traders.

     When  using  the  WAMEX  Alternative Trading System, investors simply enter
their  desired  order  parameters  into  the  system  and are matched with other
investors. There are no other intermediaries, procedural steps, executing broker
dealers, sale of order flow or proprietary trading against investors. Should the
member  not  be  able  to  find satisfactory order parameters that match, he may
elect  to modify, cancel or route the order through to the company's open market
trading  affiliate  directly to the floor of the exchange. The system will offer
accessibility,  ease  of  use and virtually instantaneous reporting, settlement,
confirmation  and  clearing  along  with  secure  trades.

     Management contemplates the main unique advantages of the WAMEX Alternative
Trading System to be proprietary in nature that have been discussed with the SEC
and  NASD  and  will  conform  to  Regulation  ATS  and  industry  standards. An
alternative to interacting with the Web site through a standard browser is a W3D
Customized  Trading  Software  package  called  IOMS  (The  Intelligent  Order
Management System), which will be made available for downloading. The customized
software  application  has  been  designed  to  provide the member with advanced
screen  trading  applications  and  formatting.

     WHI has developed a workable prototype of the ATS. This prototype is hosted
on  a  WHI server that is equipped with the W3D ATS Software Version 1.0. System
capacity allows for a limited number of users to trade on the system with all of
the  functionality  of  a  larger  scale  version.

                                       18
STRATEGY

     The  Chairman of the SEC and its entire organization have worked tirelessly
to  transform  the  markets  into a more individual investor focused atmosphere.
Following  this  mandate,  management  feels  that  the  opportunity  to provide
individual  investors  with  the greatest possibility of market transparency and
price  enhancement  in  the  future will be provided through Alternative Trading
Systems  (ATS's).

     The  company  will leverage top management's industry expertise, as well as
in-house  proprietary technology in implementing its strategic goals. Management
intends  to  target  both individual and institutional investors, providing them
with value, service, and security. Marketing efforts will include both an online
and  offline strategy. Management will first adopt the focus approach and target
individual  online  investors.

     According to Jupiter's Consumer Brand Strategies report, all marketers must
employ a brand action marketing strategy: a communication with the consumer that
exploits  interactivity to both build the brand and drive action. Most marketers
are  presently  failing  to  do  this,  taking  instead  either  a  branding  or
direct-marketing  approach,  and  underutilizing  the  online  medium's  unique
interactivity,  which makes linking these activities not only possible, but also
essential.

     Management  intends  to  employ  this dual approach of focusing on consumer
incentives without neglecting brand-building messages. The uniqueness of the ATS
will  always  be  stressed,  and  ad  campaigns will focus on the details of the
services  offered,  including  performance,  products  and  cost  advantage over
traditional  brokers  and  discount  brokers.

     WAMEX  will  basically  offer  the same trading scenario to individuals and
institutions,  even  if  the approach to the trading system will be different by
these  two  customer  segments.  Institutions  will  trade  on  behalf  of their
customers  and for the advantage of their firm, while individuals will trade for
themselves.  However,  the  procedure  is  the  same. By putting individuals and
institutions  into the same trading systems, both sides can profit. Institutions
will  be  able  to capitalize from more liquidity and exposure, individuals from
access  to  each  other.

CUSTOMERS

     The  Company  presently  has  no  customers.  Management has identified the
future  client  base  as  follows:

     Most  WAMEX  clients  will be computer-literate, well educated and aware of
the  Internet  and the investment community, belonging to the information-hungry
and transaction-hungry categories described above. The average client would have
a yearly income of between $50,000 and $120,000, and have speculative investment
principal  of  between  $30,000  and  $500,000. A majority should be self-guided
decision-makers  with  semi-analytical sophistication, white-collar, in a middle
management  position.

                                       19
WAMEX clients buy based on some type of research and analysis. They conduct
transactions  based  on cost satisfaction, and therefore appreciate low fees and
transaction  costs.  However,  loyalty and habit play an important role in their
decision  with  whom  they  want  to  conduct  their  business.  They appreciate
convenient  one-stop-shopping  and interactive interfaces, that both facilitates
making  investment  decisions  confidently,  and  delivers  a  certain degree of
entertainment value. In this context, a significant portion of potential clients
will  appreciate  a  service-oriented  intermediary.

     The  Internet  gives  access  to  a global customer base. WAMEX is going to
cater also to the non-US client who will appreciate the multi-language interface
for  enhanced  confidence and less psychic distance. Institutional WAMEX clients
can  range  from  small  to  mid-size  Broker  Dealer  operations, Mutual Funds,
Electronic  Control  Networks  (ECN's),  portfolio  and  equity  managers  and
professional traders. This profile does not preclude recruitment of divisions or
individuals  working  for  larger  firms  in  the  investment  banking business.

     Small institutional investors are defined as brokerage firms with less than
$50MM  of  client  capital  under management. Many of these firms survive with a
mixed  strategy  of  aggressive  marketing  ("cold  calling")  and  so-called
proprietary  products, i.e. securities that represent small-cap firms with which
the  brokerage has a relationship of mutual benefit. These brokerages often have
a  market liquidity problem, because even small transactions could influence the
price  of  the stock significantly and thus alarm all investors that have bought
stock  of  these companies. Such brokerages will need a place to liquidate their
holdings without running the risk of depressing the price of the securities they
want  to  sell.

     Institutional  clients  generally work for investors and are thus forced to
be  result-oriented, profit-driven entities. This seems to be the only criterion
in  their  purchasing  behavior. They are generally less concerned with services
offered  than  with functionality and the bottom line. The products and services
would  fit  the characteristics of institutional purchasing behavior, should the
WAMEX  client  base  begin  to  reach  relevant  proportions.

PATENTS,  TRADEMARKS  AND  LICENSES

     The  Company  owns  no patents. The Company has explored the possibility of
patenting  the  ATS application as well as its software designs.  Management has
presently  elected  not  to  seek  patent  protection.

     The Company has trademarked its logo and name and that of its subsidiaries.
The  Company owns several Web domain names: wamex.com. wamx.com and wamexny.com.
The  Company is responsible to renew these domain registrations BI-annually with
Network  Solutions,  Inc.

SEASONAL  EFFECTS

     Management  does not foresee any seasonal effect in its business model that
is  not  normal  for  the  financial  industry.

                                       20
INVENTORY  OF  SECURITIES

     Management  acknowledges  that there is a need for an inventory of tradable
securities  in  order  to  provide  potential  buyers  with a market in which to
participate.  Management had several issues in mind when devising this strategy.
Firstly,  inclusivity  is  the  only  way  to  avoid  antagonizing  any  market
participant.  Secondly,  to  generate  a  market  with a sufficient inventory of
known, deposited, largely liquid securities. This concern can be compared to the
grand  opening of a consumer goods super-store, where on opening day thousand of
people  rush  into the store finding nothing but empty shelves without products.
Participants  or  members  are  at  no risk, with a fully insured depository for
stock  certificates  carried  by  a  Clearing  Broker.

     With  a  confidential  pricing strategy, management believes that this will
motivate  equity  holders  to  deposit their certificates into the WAMEX trading
system, thus creating what management believes to not only be a viable inventory
solution,  but  also, in the long term, result in a large inventory of tradeable
equity.

GOVERNMENT  APPROVAL

     Management  acknowledges  that  it  needs  regulatory  approval in order to
operate  the  ATS.  The  Company  has elected to seek regulatory approval in the
United  States  with  the  SEC  because  it  believes  that  the U.S. regulatory
atmosphere  would bring integrity in the International community. As pointed out
in  previous discussion, the Company has worked closely with the SEC in the past
to  seek  approval  and  will  continue  to  do so. Regulation ATS specifies the
necessary  procedures  that  the  Company  will  have to maintain in order to be
approved  and  maintain  that approval. Management is confident that the Company
will  be  able  to  receive  such  approval  and  maintain  the  same.

     The  Company  will  have  a licensed and registered Sponsoring and Clearing
Broker  Dealers  that  are  regulated  by  the  SEC and the NASD and foresees no
problem  with  theses organizations not fulfilling their regulatory or fiduciary
responsibilities.

COMPETITION

     The  rapid  growth  of  the retail financial services sector on the Web has
brought  with  it  intense competition. Because the online investing industry is
riddled with price wars and threatened by increasing customer-acquisition costs,
only  the  strong  will  survive.  This  means larger institutions B brokerages,
retail  banks,  and  other financial entities B are likely to acquire or partner
with  smaller  players,  as  evidenced  by  Dean Witter's acquisition of Lombard
Brokerage  (now  Discover Brokerage Direct), BancOne's partnership with E*Trade,
Ameritrade  and  Datek  and  most  recently  Merrill Lynch's interest in on-line
trading  with  their  own site. WAMEX will compete or supplement services on two
fronts:  Providing  an  Alternative  Exchange that management believes will be a
significant  resource  for the buying, selling, and future listing of listed and
non-listed  securities  and  providing  traditional  Brokerage  services.

     Although  the  major  exchanges would appear to be the competition, they in
fact  are  not. These exchanges compete with each other for listings of publicly
traded  companies.  WAMEX  has  no  intention of competing directly, in fact, we
could  never  become the primary liquidity providers for all the securities that
are  listed  on these exchanges. There is a need for the exchanges to set prices
for  the securities that are listed so that the general investment community can
draw  rational  conclusions  as  to the stock values that can be traded on these
exchanges.

                                       21
The  other  front  is  of  course  on-line  trading  and  the services that
compliment  these activities such as investment information and on-line banking.
There  are  multitudes  of  information providers that WAMEX has identified that
give  all  the necessary investment information needed.  As for trade execution,
WAMEX  will require a short period of time to structure it's technical execution
system,  however  management  believes  it  would  be  difficult  for  other
organizations  in the industry to compete with the cost of execution (in total),
as  WAMEX  will  not  trade  proprietarily  and therefore pass on savings to its
clients.

     At  present,  there  are  full  service  and  discount  brokerage  services
available  to every investor in the world. A multitude of these operates through
the  Internet, providing low cost and rapid executions for individual investors.
However,  it  should  be  understood  that these systems trade proprietarily. In
addition,  at  least  five  major  third-market trading systems are known to the
company, that have tailored their activities to cater to institutional investors
and  proprietary  traders only. To the company's knowledge there is no system in
operation  that  provides  direct  public  investment  interaction.

     Potential  competitors  could  try  to  emulate  the WAMEX trading concept.
However,  entry  costs are high, not only because of the complexity of producing
such  powerful  software,  but  also because of the opportunity costs that would
have  to  be  given  up  by  companies  that  profit  from  proprietary trading.
Furthermore,  the  nature of an Alternative Market dictates that only sufficient
liquidity  attracts  more investors, so that a later entrant would have problems
reaching  the  critical  growth  rate.

     Management's strategy to respond to challenges from the competition will be
to  stay  ahead  of  them:  more speed, reliability, flexibility, better design,
marketing  and  customer  service,  state  of  the  art  technology and creative
innovation  will make the Company difficult to challenge. The Company intends to
maintain  its  low  pricing  standards  to attempt to remain one of the cheapest
alternatives  for trading financial instruments. Moreover, potential competitors
are  all  focused  on  the  US  securities  market, blatantly ignoring growth in
Europe,  where individual stock trading is in its infant stages, and post-crisis
Asia,  well  known for its readiness to embrace new technologies and lifestyles.

     The  company  will  pursue  strategic  partnerships  and acquisitions.  The
majority  of  firms  dealing in securities have an interest in increasing volume
and  liquidity. Mutually beneficial cooperation is easily achievable, because of
the  open  architecture  of  the  WAMEX Alternative Trading System, which can be
linked  to  stock  markets,  other  alternative  trading systems, third markets,
discount  brokerages  etc.

Competitors  (among  others)
----------------------------
Bear  Stearns
Fidelity  Investments
Painewebber
Prudential  Securities
Smith  Barney
Sutro  &  Co

                                       22
These  companies  are  traditional full commission brokerages of formidable
size.  They  use  the  web  primarily  to let customer's track their investments
rather  than  execute  trades  at  a  discount.  Customers  are  mostly  of  the
advice-hungry  type.  They  use  their  own  customer  base as the main customer
acquisition channel. As momentum builds on the alternative trading system, these
companies  might  be interested in using WAMEX as an alternative marketplace for
execution,  rather  than  competing  against  WAMEX,  because  emulating  the
alternative  trading  system  would  cannibalize  their  own  business.

Charles  Schwab
Merrill  Lynch  &  Co
Quick  &  Reilly

     Schwab  and  Quick  &  Reilly are traditional discount brokerages that have
only recently entered the online market. According to Jupiter, Schwab, which has
been  tremendously successful after the 1995 launch of online services, has more
than  1 million active accounts that are also online, approximately 22% of total
accounts.  All  accounts  generate  about 111,300 average daily trades, of which
40,000  average daily trades online. Quick & Reilly has about 1 million clients,
of  which  10%  online,  generating  app.  10,000  average  daily  trades.

Important  Competitors
----------------------
Ameritrade
DlJdirect
Datek  Securities  Corp
Discover  Brokerage
E*Trade  Securities
Suretrade
WebStreet  Securities

     These  are  the  most important competitors for market share. Suretrade and
WebStreet Securities are smaller companies, but they have customer profiles that
fit the typical transaction-hungry WAMEX customer. They are not mentioned in the
Jupiter  report,  but WebStreet is the first online broker offering free trades.

Third-Market  Trading  Systems  (among  others)
-----------------------------------------------
Instinet
Island
Bloomberg  Tradebook
Arizona  Stock  Exchange
Market  XT

                                       23
These  entities are closest to the WAMEX ATS core operation, but they cater
largely  to  institutions  and are cost prohibitive for the individual investor.
Synergies  by  hooking  these  markets  up  to  each other and making order flow
accessible  by  reciprocity  are  a possibility at a later stage of development.
While  direct  competition  with  WAMEX is also possible; management feels these
entities  lack  the  consumer-oriented focus because they deal exclusively on an
institutional  level.  Market  XT would appear to have the closest look to WAMEX
however,  management feels that its after hours trading model is built primarily
on  "Unexecuted Day Orders" and is therefore different enough to draw a rational
distinction  for  market  share.

Conceptually  Similar  Companies  (Direct  Competitors):
--------------------------------------------------------
Wit  Capital
Grenex
Zoom  Trade

     Wit  Capital  has  been  operating a brokerage service through the Internet
since 1996. It is the only company that wants to encourage communication between
its  clients,  even  with  the  purpose  of  letting them trade with each other.
However,  the  main  profit-generating  business  is  proprietary  trading,  as
explained  above,  and  Internet  Initial  Public Offerings. Wit Capital's legal
background  has  enabled  it to get early approval from the SEC. The purpose for
their  internal  trading  system is merely to have investors in IPO's trade this
non-listed  stock  among themselves. Management feels their system is very crude
and  primitive,  and  lacks  all essential features of the WAMEX trading system,
including  live  feedback,  clearing  arrangements for international securities,
large  database  capacity  for a variety of securities, etc.  Grenex has folded.

     Zoom  Trade  is  in  its  conceptual stage and relying heavily on unsecured
Japanese  capital. There is no indication that it will be operational within the
next  three  years.

     Relatively  similar  operations,  such as existing discount brokerages, all
conduct  proprietary trading and have little motivation to enter the alternative
trading system market. Management believes that while these entities possess the
resources to compete with WAMEX, they will not do so, as it is inconsistent with
their  business  structures  designed  to  gain  profit elsewhere. Specifically,
entering the ATS market would cannibalize their current business, as well as put
at  risk  current  industry  relationships  needed  to  conduct  business.

PERSONS  EMPLOYED

     At  present  the  Company  employees  four  senior  executives  and  two
programmers.

RISK  TO  FOREIGN  OPERATIONS

     The  Company  presently  operates  a  European  marketing office in Vienna,
Austria. This is a shared office space with a Company called WAMEX DATA SERVICE,
GmbH.  an  Austrian  company  wholly owned by Mr. Mundstein. The Company pays no
rent  and  has  approximately  $4,000  in  computer  equipment on premises. This
equipment  is  under the supervision of and is used by Mr. Mundstein for the WHI
business  activities.

                                       24
DESCRIPTION  OF  PROPERTY

     The  Company's principal business operations are conducted at 3040 Nostrand
Ave.,  Marine Park, N.Y. 11229. It shares a 1,250 sq. ft. facility with iNYC (an
Internet Service Provider (ISP)). The Company also has minor contact offices for
the  purposes  of  client  meetings  located at 117 E. 57 St., N.Y., N.Y. and in
Vienna,  Austria.  Both  facilities  are  smaller than 200 sq. ft and are shared
office  spaces with WAMEX DATA SERVICE. The Company has no material assets other
than computer equipment and software programs located at these facilities. These
computers  and  programs  are valued at less that $60,000, are fully insured and
are  free  and  clear  of  any  liens  or  encumbrances.

     These  facilities have been invaluable to the Company during it's operation
in  the  past,  however,  they will not be appropriate for the Company's planned
business  activities  in  the  future.  The Company is presently seeking between
6-8000  sq.  ft.  of corporate space in the downtown Manhattan area in New York.
The  Company  contemplates a long term lease.  The planned location will allow a
consolidation  of  all  U.S.  and International activities as it relates to WHI,
WAMEX  and  INSTOX  as  well  as  iCap. The Company expects to have the facility
available  no  later  than  April  2000.

     As  previously  noted,  the  Company  is  negotiating  with several hosting
entities  to  house  the  servers  of  the  WAMEX  ATS. The Company is presently
negotiating  for W3D corporate space in the Southeast Florida region. This space
is  contemplated  to  be no more than 1000 sq. ft. and will encompass all of the
W3D  corporate  personnel  and  functions.

                                       25
MARKET FOR WAMEX'S SECURITIES

        WAMEX  has  been a non-reporting publicly traded company with certain of
its  securities  exempt  from  registration  under  the  Securities  Act of 1933
pursuant  to  Rules  504  of  Regulation D and Rule 144 of the General Rules and
Regulations  of  the Securities and Exchange Commission. WAMEX's common stock is
traded  on  the  OTC  Bulletin  Board  operated by Nasdaq under the symbol WAMX.
WAMEX  has not become or otherwise been a reporting company under the Securities
Exchange  Act  of 1934.  The Nasdaq Stock Market has implemented a change in its
rules  requiring  all  companies trading securities on the OTC Bulletin Board to
become  reporting companies under the Securities Exchange Act of 1934.  WAMEX is
required  to become a reporting company by the close of business on May 17, 2000
or  no  longer  be  listed  on the OTC Bulletin Board.  WAMEX effected the stock
exchange  transaction  with  Conchology  on March 1, 2000 and became a successor
issuer  thereto  in  order  to  comply  with  the reporting company requirements
implemented  by  the  over-the-counter  bulletin  board.

     The  following  table  sets forth the high and low prices for shares of our
common  stock for the periods noted, as reported by the National Daily Quotation
Service  and  the  OTC  bulletin board maintained by Nasdaq.  Quotations reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not
represent  actual  transactions.  Our  stock  began  trading on November 2, 1999
under  the  symbol  WAMX.

                                                          BID  PRICES
      YEAR     PERIOD                                   HIGH        LOW
     -----     ------                                  ------      -----

     2000      First  Quarter                          22.88**     2.50**
               (through  March  10,  2000)

     1999      Fourth Quarter                           4.88*      0.375*

*     Reflects  the  prices of the stock during this period with very little, if
any,  trading  volume  or  transactions.  The Company is not aware of any market
maker  or  broker-dealer  activity  that would encompass Mark-ups, Mark-downs or
Commissions  as  it  relates  to  the trading or non-trading of the stock.   The
Company  assumes  that  these  prices  reflect  the  market  for  the  stock.

**    Reflects  the prices of the stock during this period.  As the awareness of
the Company has become greater, there has been a significant amount of increased
activity  in  the  trading of the stock.  The Company is not aware of any market
maker  or  broker-dealer  activity  that would encompass Mark-ups, Mark-downs or
Commissions  as  it  relates  to  the  trading or non-trading of the stock.  The
Company  assumes  that  these  prices  reflect  the  market  for  the  stock.

     The Company made a public announcement of a merger with The Treasure Cache,
Inc.  on  December  9, 1999.  Prior to that announcement, the stock had a market
price  and  range  of  3/8  to  1  3/8.

                                       26
The  number of beneficial holders of record of the common stock of WAMEX as
of  the  close  of business on February 25, 2000 was approximately 400.  Many of
the  shares are held in street name and consequently reflect numerous additional
beneficial  owners.

DIVIDEND  POLICY

     We  have  never  paid  any  cash  dividends  on our common stock and do not
anticipate  paying  any  cash  dividends  on  our  common  stock  in the future.
Instead,  we  intend  to retain future earnings, if any, to fund the development
and  growth  of  our  business.

     The  Company  declared  a  stock  dividend in the form of a 4 for 1 forward
stock  split  to its shareholders on February 24, 2000.  The Record Date for the
dividend  is  March  17,  2000,  and  the  Payable  Date  is  April  6,  2000.

                                       27
MANAGEMENT

DIRECTORS  AND  EXECUTIVE  OFFICERS

     The  following table sets forth the names and ages of the current directors
and  executive  officers  of  WAMEX who will remain so with the combined entity,
their  principal  offices  and  positions and the date each such person became a
director  or  executive officer.  Our executive officers are elected annually by
the  Board  of  Directors.  Our  directors  serve  one  year  terms  until their
successors are elected.  The executive officers serve terms of one year or until
their  death,  resignation  or  removal by the Board of Directors.  There are no
family  relationships  between  any of the directors and executive officers.  In
addition,  there  was  no  arrangement  or  understanding  between any executive
officer  and  any  other  person pursuant to which any person was selected as an
executive  officer.

     The  directors  and  executive  officers  of  WAMEX  are  as  follows:

Name                          Age     Positions
----                          ---     ---------

Mitchell  H.  Cushing          37     Chairman  of the Board and Chief Executive
                                      Officer

Sascha  Mundstein              32     Chief  Operating  Officer  and  Director

Russell  Chimenti              29     Chief Administrative Officer and Director

Hans  Michael  Schobinger      30     Chief  Technology Officer and Director

Dr.  Joseph  Monaco            44     Chairman  of  Advisory  Board

MITCHELL  H.  CUSHING:  CHAIRMAN  AND  CHIEF  EXECUTIVE  OFFICER

     Mr.  Cushing  conceptualized  and  founded  WAMEX  Inc.  in  1996  and 1998
respectively.  As the CEO he has been responsible for overseeing every aspect of
the  company's  structure  and  growth.  Mr.  Cushing's  vast  experience in the
investment  banking  industry  and trading environments, as well as his numerous
accomplishments  in  early  stage  businesses commend him for the role of CEO in
this  critical  phase  of  the  company's  establishment.

     Since  1994 he has been serving as the CEO of J.J. Braik Inc., a consulting
corporation.  He  has  served in the capacity of Corporate Strategist to provide
advice  in  corporate  expansion,  security  and  acquisitions,  International
Portfolios Manager, Financial Advisor, and Analyst for several U.S. and European
Investment  Firms.  He has had extensive experience in Investment Banking in New
York,  Budapest,  Berlin,  Prague,  Switzerland  and  Vienna.

                                       28
From  1996  to  1998,  Mr.  Cushing had been responsible for the growth and
development of portfolios in Europe that grew from under $10 million to over $40
million  under  management  in  under 2 years. As a Corporate Strategist, he was
responsible  for  the  expansion  of  licensed  Broker  Dealers  in  6  European
countries,  which  was  the largest non-institutional expansion in Europe in the
1990's.  From  1994  to 1996 he served in the Investment Banking industry in New
York  as a Broker for small-cap firms. In this period he participated in raising
over  100  million  USD  on  Public  Offerings  for privately held corporations.

     From  1992  to 1994 Mr. Cushing served as the President and Chairman of the
Board  of  West  Howston  Investors  N.Y.  with  the responsibility of corporate
organization  and  overall  Portfolio  Management.

     From  1989  to 1992 Mr. Cushing was retained as Corporate Inspector General
of  Inta-Boro  Inc., the premier Transportation Company in New York where he was
responsible  for  reviewing all facets of the company's budget and expenditures.
During  this  period,  the  company had its most profitable 4-year period in its
20-year  history. In 1991 he was given the additional responsibility of managing
the  company's  retirement  accounts.

SASCHA  MUNDSTEIN:  CHIEF  OPERATING  OFFICER  AND  DIRECTOR

     Mr.  Mundstein has played a key role in developing all aspects of the WAMEX
system's organizational, technical as well as financial structure. Mr. Mundstein
has  been  tasked  by WAMEX to serve as COO whose responsibilities extend to all
non-US  WAMEX  operations,  including  coordination  with  international  stock
exchanges,  managing  multi-lingual  customer  service  and  coordinating  WAMEX
activities  with  international  securities  regulators.  His  proven  strategic
vision,  international  experiences  and  accomplished  educational and business
backgrounds  make  him  uniquely  qualified  for  this  position.

     From  1996  to  1998,  he  worked  in the European securities industry as a
Broker,  Financial  Consultant  and  Portfolio  Manager of a European Investment
Advisory  group  with  an  extensive  European  network.  Prior  to entering the
securities  industry,  he  had  held a key position at an institution affiliated
with the Austrian Ministry of Foreign Affairs. Foreign Affairs duties have given
him  access  to  critical  familiarity with cultural and financial conditions in
Europe  and  Asia.

     Before  entering the securities industry, Mr. Mundstein has been a lecturer
at Harvard University and a computer consultant for the Austrian Foreign Service
School Diplomatische Akademie in Vienna. He has played a key role in modernizing
the  entire  technological  infrastructure  of  that  institution, including its
Internet  presence.

     In  1995  he  conceptualized  and  planned  Zhonghua Zai Xian, a commercial
online  system for mainland China, which proved highly attractive to the Chinese
government  due  to its educational use and independent platform that is capable
of  screening  undesired  content  from  the  Internet. It was sold to a Chinese
consortium  of  entrepreneurs  for  an  undisclosed  sum.

     From  1993  to  1995  Mr.  Mundstein worked as a representative for various
European  industrial  firms  exporting to China and Southeast Asia, including AV
Technology,  OMV,  and  Thyssen,  facilitating sales in the order of 350 million
USD.

                                       29
From  1988  to  1990 Mr. Mundstein was based in Southern Thailand, where he
founded  a  successful  business  school  (The Trang International Languages and
Business  School), building a student body of above 350, and where he bought and
ran  a  rubber  plantation,  increasing  productivity  by  260% within two years
through  reengineering  of  work  and  production  processes. In this period, he
established  the  Trang  Holiday  Resort Company, Ltd., which planned, financed,
built,  managed and marketed innovative holiday resorts in Southern Thailand for
families  with high educational background, generating more than 4.5 million USD
in  commission  based  consulting  fees.  He  sold  his businesses to attend his
studies  for  a  master's  degree  at  Harvard  University.

     Mr.  Mundstein  is  fluent  in spoken and written German, English, Italian,
French,  Thai,  and Mandarin Chinese, and has an extensive knowledge of Spanish,
Russian,  Arabic and Japanese. He won two piano competitions with his Chopin and
Debussy  interpretations  and  led  a  Volleyball  team  achieving  the  vice
Jugendmeister  title  in  Vienna.

RUSSELL  CHIMENTI:  CHIEF  ADMINISTRATIVE  OFFICER  AND  DIRECTOR

     Mr.  Chimenti  joined  WAMEX  Inc.  in  1997.  He  has been responsible for
coordinating  all aspects of the company's Broker Dealer strategies; all company
capital raises and has conceptually developed the core design of the Alternative
Trading  System, its proprietary software and its marketing strategy. His strong
drive  for  sales  and  his  marketing  expertise  have  enabled  the company to
accomplish  its  essential  milestones  to  date.

     Since  1996 he has been serving as the Vice-president of J.J. Braik Inc., a
consulting  corporation.  He has served for several U.S. and European Investment
Firms  as  a  specialist in the area of corporate finance and provides financial
advisory  services  and  general  business advice to a wide range of private and
public  sector clients. He has had extensive experience in Investment Banking in
the  Middle  East,  New  York,  Budapest,  Prague,  Switzerland  and  Vienna.

     From  1997  to  1998,  Mr.  Chimenti  was  responsible  for  the design and
implementation  of  Order  Routing  Systems  for European Investment Banking and
Advisory  Firms.  He  was credited with establishing the first non-institutional
order  routing  system  between  Europe,  the  Middle  East  and the U.S. He was
credited  with  a  2000%  increase  in automated order flow in Europe and a 500%
increase in the Middle East. He was further credited with the strategy and Phase
1  development  of  advanced  integration  systems in the Internet arena for the
Dubai  Chamber  of  Commerce  and  Stock  Exchange.

     From  1996  to  1997,  Mr.  Chimenti  was  responsible  for  the growth and
development  of  portfolios  in  the  Middle East theatre that grew from under 4
million  USD  to  over 14 million USD under management in 1 year. As a Corporate
Finance  specialist,  he  was responsible for the establishment of relationships
with  the  government of the United Arab Emirates and the Chamber of Commerce of
Dubai.  He  was  further  personally credited with the successful placement of 4
Private Placements and was directly involved in the Syndicate Management of four
Initial  Public  Offerings  all  of  which  in  sum  exceeded  30  million  USD.

                                       30
From  1994 to 1996 served in the Investment Banking industry in New York as
a  Broker for small-cap firms. In this period he participated in raising over 65
million  USD  on Public Offerings for privately held corporations and was tasked
to  assist  in  the  recruiting  and  training  of  new  Brokers.

     From  1990  to  1993 Mr. Chimenti served as an Industrial Real Estate Agent
for  Tricia  Realty  and  was the leading sales representative in both  1992 and
1993.

     Mr. Chimenti competes in golf, swimming and softball. He speaks English and
has  a  working  knowledge  of  Spanish  and  German.

HANS  MICHAEL  SCH  EBINGER:  CHIEF  TECHNOLOGY  OFFICER  AND  DIRECTOR

     Mr.  Schoebinger joined WAMEX in 1997 and has designed the Database Kernel.
His  responsibilities  at  WAMEX  include database design, hardware procurement,
strategic  backup  deployment,  user  friendly  interface,  client  portfolio
integration as well as internal and external security and the database interface
design  for  the  communication  links  with  WAMEX  affiliates. His programming
wizardry  and proven skills in negotiating with IT giants make him an invaluable
asset  to  the  company.

     From  1995  to  1997  he  served  as the President of  SPW Inc., a software
consulting  and  database  design corporation in Austria. Mr. Schoebinger has 16
years  of computer programming experience and his database designs and interface
implementations  as  well  as  Press  Information  Systems  that  download
high-resolution  photographs  and  client  management  systems  are widely known
throughout  Central  Europe. During this period, Mr. Schoebinger was responsible
for  the design, implementation and growth of information systems design and web
sites  for  SPW.  During this period he was credited with the development of the
database  management  system  for Picus Verlag, one of the largest publishers in
Central  Europe. Additionally, he is credited with the design of high-resolution
download  information  systems  for  Viennareport,  the  largest Press Agency in
Austria.

     Mr.  Schoebinger  is  credited  with the first designs of Archive System, a
database  retrieval  system  for over 10 million color slides, the Online Access
and  First  Class  Link  that integrates whole archive systems and Web sites. He
developed  the  Database  management system for the Austrian Film Commission and
created  the  first  dynamic  link to the Movie Database in London. His Web site
integration  work  was  presented  at  the  Berlin Film Festival in 1997 and the
Cannes  Film  Festival in 1998. His work for the Salzburger Festspiele is on the
official  CD-ROM  and  has  been  sold  worldwide.

     From 1990 to 1994 Mr. Schoebinger served as a Database Designer for ORACLE.
He  was  responsible for the system integration of corporate database management
systems  in  Eastern  Europe.  Prior  to 1990, Mr. Schoebinger designed Database
Systems  for  Internet  companies.

     Mr.  Schoebinger  has  been a Visiting Lecturer at the University of Vienna
concerning  his  theoretical  database designs since 1992. He is an accomplished
horseback  rider  and  is  an  amateur  astronomer.  He speaks fluent German and
English  and  some  Chinese.

                                       31
DR.  JOSEPH  MONACO:  CHAIRMAN,  ADVISORY  BOARD

     Dr.  Monaco  joined WAMEX in 1998 as the Chairman of the Board of Advisors.
He is the founder of the Derivatives Research Group, which performs mathematical
modeling of financial strategies and conducts trading based on these strategies.

     Dr.  Monaco  presently holds the positions of Senior Research Scientist and
Director  of  Operations for Industrial Polymer Research and Engineering in N.Y.
and  is  the  Head  of  Mathematics  and  Adelphi  Academy  as  well  as Science
Instruction  for  The  Center for Scholastic Advancement in N.Y. and serves with
the  United  States  Congressional  Scientific  Advisory  Board.

     Dr.  Monaco  is the Author of twenty-three classified papers, co-author and
developer of the Monaco-Wang Operator used in applied physics, the holder of two
patents  involving  computerized  servo-functions for hybrid-electric propulsion
systems  and  is  the  co-recipient  of  the  Hughes  Aircraft  "Excellence  in
Engineering  Award".

     Dr.  Monaco served as a Major in the United States Army 11th Special Forces
(Green  Berets),  Special  Consultant  to  the  Department  of  Defense  and was
instrumental  in  the development of advanced radio image technology for the CIA
and Long Range Doppler Radar Systems for the U.S Army. He is an active member of
APS,  ACS,  AMS,  NYAS,  AAAS,  NSF,  AAS,  IEEE and is a member of Who's Who in
America  and  Who's  Who  in  Global  Business.

     Dr.  Monaco  holds  PhD's  in  Applied  Mathematics and Theoretical Physics
(Columbia),  Post  PhD's  in  Astrophysics (M.I.T. and Cambridge), MS degrees in
Electrical  Engineering  and  Physical  Chemistry  (Columbia)  and BS degrees in
Mathematics  and  Computer  Science  (Columbia  and  City  University  at  BC).

EXECUTIVE  COMPENSATION

Summary  Compensation  Table

     The  Summary Compensation Table shows selected compensation information for
services rendered in all capacities for the fiscal years ended December 31, 1999
and  1998.  Other  than  as  set  forth, no executive officer's salary and bonus
exceeded  $100,000  in  any  of the applicable years.  The following information
includes  the  dollar  value of base salaries, bonus awards, the number of stock
options  granted  and  selected  other  compensation,  if  any,  whether paid or
deferred.

                                       32
SUMMARY COMPENSATION TABLE

                                          Annual  Compensation        Long  Term Compensation
                                          --------------------    ------------------------------
                                                                   Awards               Payouts
                                                                  ------------------   -------------------
RESTRICTED  SECURITIES
                                                              OTHER ANNUAL STOCK       UNDERLYING  LTIP       ALL OTHER
NAME AND PRINCIPAL                SALARY       BONUS          COMPENSATION AWARDS      OPTIONS     PAYOUTS    COMPENSATION
POSITION            YEAR          ($)          ($)            ($)          ($)         SARS (#)    ($)        ($)

Mitchell H. Cushing 1999          60,000       -0-            -0-          -0-         -0-         -0-        -0-

                    1998          11,000       -0-            -0-          -0-         -0-         -0-        -0-

Sascha Mundstein(1) 1999          60,000       -0-            -0-          -0-         -0-         -0-        -0-

                    1998          11,000       -0-            -0-          -0-         -0-         -0-        -0-

Russell Chimenti    1999          60,000       -0-            -0-          -0-         -0-         -0-        -0-

                    1998          11,000       -0-            -0-          -0-         -0-         -0-        -0-

Hans Michael        1999          60,000       -0-            -0-          -0-         -0-         -0-        -0-
Schobinger

                    1998          11,000       -0-            -0-          -0-         -0-         -0-        -0-

Christoph Wessely(2)1999          60,000       -0-            -0-          -0-         -0-         -0-        -0-

                    1998          11,000       -0-            -0-          -0-         -0-         -0-        -0-

Michael Greene(3)   1999          84,000       -0-            -0-          -0-         -0-         -0-        -0-
(1)     Mr.  Mundstein  was  not  paid  during  the  period of June 1999 through
September  1999  (representing  an  amount  of $20,000) due to a lack of working
capital.  Mr.  Mundstein  is  owed this amount in back salary and has decided to
allow  the  Company to pay this debt through accelerated salary this fiscal year
or  through  other  arrangements.  The  Executive  Compensation  Committee  is
reviewing  proposals.

(2)     Mr. Wessely was the Company's Chief of Information Technology during the
periods  of  October  1998  through  September  1999.  Mr.  Wessely  resigned in
September 1999 due to personal hardship and therefore did not receive $30,000 of
his  planned  salary.

(3)     Mr.  Green was hired in August 1999 as a Senior Database Programmer.  He
resigned in January 2000 to pursue other business opportunities.  In lieu of the
back  salary  of  $29,000 due to Mr. Green, the Company is presently negotiating
the  issuance  of  some  amount  of  restricted  stock.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
                                           (INDIVIDUAL GRANTS)
                                           -------------------
NUMBER OF SECURITIES   PERCENT OF TOTAL
                   UNDERLYING             OPTIONS/SAR'S
                   OPTIONS/SAR'S          GRANTED TO EMPLOYEES  EXERCISE OF BASE PRICE
NAME               GRANTED (#)            IN FISCAL YEAR        ($/SH)                   EXPIRATION DATE
-----------------  ---------------------  --------------------  -----------------------  ---------------

Mitchell H. Cushing -0-                   -0-                    N/A                      N/A

Sascha Mundstein    -0-                   -0-                    N/A                      N/A

Russell Chimenti    -0-                   -0-                    N/A                      N/A

Hans Michael        -0-                   -0-                    N/A                      N/A
Schobinger

Christoph Wessely   -0-                   -0-                    N/A                      N/A

Michael Greene      -0-                   -0-                    N/A                      N/A
33
Employment  Agreements

     At  the present time, the Company has no employment agreements or executive
compensation  package  for  any employee.  The Board of Directors (BOD) voted in
December  1999  to  authorize an Executive Compensation package for those senior
officers  of  the  Company that are essential to the success of the Company.  It
tasked  the  Executive  Committee  (Compensation  Committee  as  defined for the
purposes  of  this  registration)  to  explore  the  avenues that best represent
compensation  for  those executives who have directly contributed to the success
of  the  Company  to date and in the future.  The Executive Committee expects to
present  it's  initial  findings  to  the  BOD  no  later  than  May  2000.

Compensation  Committee  Interlocks  and  Insider  Participation

     The  Company  has  formed an Executive Committee that carry out among other
duties  relevant  to  the  corporation such as contracts, hiring and significant
corporate  decisions,  the task of exploring and presenting to the BOD Executive
Compensation.  The  BOD  has assigned Mr. Cushing (CEO), Mr. Chimenti (CAO), and
Dr.  Monaco (Chairman Advisory Board) as the members of the Executive Committee.

     To  the best knowledge of the Company none of these committee members serve
on  any  other  corporate  Compensation  Committee  or  Board.

                                       34
Compensation  of  Directors

     The  directors  have not received any compensation other than reimbursement
of  expenses  for  serving in such capacity, and we do not currently contemplate
compensating  our  directors  in  the  future  for  serving  in  such  capacity.

                                       35
CERTAIN TRANSACTIONS

     The  Company  presently  retain  the Services of Randolph Management in New
York  to  consult  on  corporate  and  business  strategies.  Mr. DeTrano is the
principal  director  of  that  company and simultaneously serves on the Advisory
Board  of the Company. The terms of the arrangement are that Randolph Management
receives $750 per month for as long as the Company engages them and pays nominal
transportation  cost  up  to a total of $100 (unless plane fare is involved) and
accommodations  cost of $150 per night if asked by the Company to relocate.  The
Company  does  not  see  this  as  a  material  conflict  of  interest.

     The  Company is presently seeking approval to operate an ATS.  As such, the
Company  needs a Sponsoring Broker Dealer.  The Company has been unsuccessful in
acquiring  the  services of a Registered Broker Dealer in large part because the
ATS  represents  a  direct  threat  to  the  established proprietary business of
established  NASD Member Brokers.  As a result of this obstacle, Mr. Cushing and
Mr. Chimenti entered into discussions in June 1999, with the principal owners of
iCap a Registered Broker Dealer and Member NASD firm.  Although this purchase is
not yet consummated, management feels it is important to mention in light of the
importance  of  the transaction as it relates to possible conflicts of interest.
Management  is  satisfied  that  the  acquisition  and  subsequent  sponsorship
activities  of  a Broker Dealer for the ATS that is owned by Mr. Cushing and Mr.
Chimenti  does  not  present  a  material  conflict  of  interest.

     To  the  best  of  the Company's knowledge, there are no other conflicts of
interest.

                                       36
RISK FACTORS

RISKS  RELATED  TO  OUR  INTERNET  AND  TECHNOLOGY  BUSINESS

YOU  MAY  BE  UNABLE TO EFFECTIVELY EVALUATE OUR COMPANY FOR INVESTMENT PURPOSES
BECAUSE  OUR INTERNET TECHNOLOGY BUSINESS HAS EXISTED FOR ONLY A SHORT PERIOD OF
TIME.  We  began  in  the  Internet and technology business in early 1999.  As a
result, we have only a limited operating history upon which you may evaluate our
business  and  prospects.  In addition, you must consider our prospects in light
of  the  risks  and  uncertainties encountered by companies in an early stage of
development  in  new  and  rapidly  evolving  markets.

     YOUR  INVESTMENT  MAY  NOT  INCREASE  IN VALUE UNLESS WE ARE ABLE TO BECOME
PROFITABLE.  We  have incurred losses in our business operation since inception.
We expect to continue to lose money for the foreseeable future, and we cannot be
certain  when  we  will  become  profitable,  if at all.  Failure to achieve and
maintain  profitability  may  adversely  affect  the  market price of our common
stock.

     WE  ARE  PRESENTLY IN UNSOUND FINANCIAL CONDITION WHICH MAKES INVESTMENT IN
OUR  SECURITIES  HIGHLY  RISKY.  Our  financial  statements include an auditor's
report  containing  a modification regarding an uncertainty about our ability to
continue  as  a  going  concern.   Our  financial  statements  also  include  an
accumulated deficit of $591,758 as of December 31, 1999 and other indications of
weakness  in  our  present financial position.  We have been operating primarily
through  the  issuance  of  common  stock  for  services  by entities, including
affiliates, that we could not afford to pay in cash.  We are consequently deemed
by  state  securities regulators to presently be in unsound financial condition.

     OUR  BUSINESS  DEPENDS  ON  A  FEW  KEY  INDIVIDUALS  AND MAY BE NEGATIVELY
AFFECTED IF WE ARE UNABLE TO KEEP OUR KEY PERSONNEL.  Our future success depends
in  large  part  on  the skills, experience and efforts of our key marketing and
management  personnel.  The  loss  of  the  continued  services  of any of these
individuals  could  have a very significant negative effect on our business.  In
particular,  we  rely  upon  the  experience  of  Mitchell H. Cushing, our chief
executive  officer.  We  do  not  currently  maintain  a  policy of key man life
insurance  on  any  of  our  employees  or  management  team.

     OUR  BUSINESS  PLAN  REQUIRES  ADDITIONAL  PERSONNEL  AND MAY BE NEGATIVELY
AFFECTED  IF  WE ARE UNABLE TO HIRE AND RETAIN NEW SKILLED PERSONNEL.  Qualified
personnel  are  in  great  demand  throughout the software and Internet start-up
industries.  Our  success  depends  in  large  part upon our ability to attract,
train,  motivate  and  retain  highly skilled sales and marketing personnel, web
designers,  software  engineers  and  other  senior  personnel.  Our  failure to
attract  and  retain the highly trained technical personnel that are integral to
our  direct  sales, product development, service and support teams may limit the
rate  at  which  we  can generate sales and develop new products and services or
product  and  service  enhancements.  This  could  hurt  our business, operating
results  and  financial  condition.

                                       37
OUR  TECHNOLOGY  BUSINESSES  OWN  PROPRIETARY  TECHNOLOGY  AND  OUR SUCCESS
DEPENDS  ON  OUR  ABILITY  TO  PROTECT  THAT  TECHNOLOGY.  The  unauthorized
reproduction  or  other  misappropriation  of  our  proprietary technology could
enable  third  parties  to benefit from our technology without paying us for it.
This could have a material adverse effect on our business, operating results and
financial  condition.  We  have  relied primarily on the use of trade secrets to
protect  our  proprietary  technology,  which may be inadequate.  We do not know
whether  we  will be able to defend our proprietary rights because the validity,
enforceability and scope of protection of proprietary rights in Internet-related
industries are uncertain and still evolving.  Moreover, the laws of some foreign
countries  are uncertain and may not protect intellectual property rights to the
same extent as the laws of the United States.  If we resort to legal proceedings
to enforce our intellectual property rights, the proceedings could be burdensome
and  expensive  and  could  involve  a  high  degree  of  risk.

     WE  WILL  INCUR  SIGNIFICANT  EXPENSES  IF  OTHER  COMPANIES  CLAIM WE HAVE
INFRINGED  ON THEIR PROPRIETARY RIGHTS.  Although we attempt to avoid infringing
known  proprietary rights of third parties, we are subject to the risk of claims
alleging infringement of third party proprietary rights.  If we were to discover
that  any  of our products violated third party proprietary rights, there can be
no assurance that we would be able to obtain licenses on commercially reasonable
terms to continue offering the product without substantial reengineering or that
any  effort  to  undertake  such  reengineering  would be successful.  We do not
conduct  comprehensive  searches to determine whether the technology used in our
products  infringes patents, trademarks, tradenames or other protections held by
third  parties.  In  addition,  product development is inherently uncertain in a
rapidly evolving technological environment in which there may be numerous patent
applications  pending, many of which are confidential when filed, with regard to
similar  technologies.  Any  claim  of  infringement  could  cause  us  to incur
substantial costs defending against the claim, even if the claim is invalid, and
could  distract  our  management from our business.  Furthermore, a party making
such  a  claim  could  secure  a  judgment  that  requires us to pay substantial
damages.  A  judgment could also include an injunction or other court order that
could  prevent  us  from selling our products.  Any of these events could have a
material  adverse  effect  on  our  business,  operating  results  and financial
condition.

     IF  WE  ARE UNABLE TO RAISE SUFFICIENT CAPITAL IN THE FUTURE, WE MAY NOT BE
ABLE TO STAY IN BUSINESS.  Currently, our capital is insufficient to conduct our
business  and  if we are unable to obtain needed financing, we will be unable to
promote  our  products  and  services,  engage in and exploit potential business
opportunities  and otherwise maintain our competitive position.  Since we intend
to  grow  our  business  rapidly,  it is certain that we will require additional
capital.  We  have  not  thoroughly  investigated  whether this capital would be
available,  who  would provide it, and on what terms.  If we are unable to raise
the  capital  required to fund our growth, on acceptable terms, our business may
be  seriously  harmed  or  even  terminated.

                                       38
WE  COULD  LOSE REVENUE AND INCUR SIGNIFICANT COSTS IF OUR COMPUTER SYSTEMS
OR  THE  COMPUTER  SYSTEMS  OF  THIRD-PARTIES ARE NOT YEAR 2000 COMPLIANT.  Many
currently  installed  computer  systems  and  software  products accept only two
digits  to  identify  the  year in any date.  Thus, the year 2000 will appear as
"00,"  which a system or software might consider to be the year 1900 rather than
the  year  2000.  This  error  could  result  in  system  failures,  delays  or
miscalculations  that  disrupt  our  operations.  The  failure  of  our internal
systems,  or  any  material third-party systems, to be year 2000 compliant could
result  in  significant  liabilities  and could seriously harm our business.  We
have conducted a review of our business systems, including our computer systems.
We  have  taken steps to remedy potential problems, but have not yet developed a
comprehensive  year  2000  contingency  plan.  There can be no assurance that we
will  identify  all year 2000 problems in our computer systems before they occur
or  that  we  will  be able to remedy any problems that are discovered.  We have
also  queried  many of our customers, vendors and resellers as to their progress
in  identifying  and addressing problems that their computer systems may face in
correctly  interrelating  and  processing  date  information  as  the  year 2000
approaches  and  is  reached.  We  have received responses from several of these
parties,  but there can be no assurance that we will identify all such year 2000
problems  in  the computer systems of our customers, vendors or resellers before
they  occur  or that we will be able to remedy any problems that are discovered.
Our  efforts to identify and address year 2000 problems, and the expenses we may
incur  as a result of such problems, could have a material adverse effect on our
business,  financial  condition  and  results  of  operations.  In addition, the
revenue  stream  and  financial stability of existing customers may be adversely
impacted  by  year 2000 problems, which could cause fluctuations in our revenue.
If  we  fail  to  identify  and remedy year 2000 problems, we could also be at a
competitive  disadvantage  relative  to  companies  that  have  corrected  such
problems.  Any  of  these outcomes could have significant adverse effects on our
business,  financial  condition  and  results  of  operations.

     WE MAY NOT HAVE SUFFICIENT INTEREST IN OUR INTERNET BUSINESS TO MAKE MONEY.
If  the market for our services do not grow at a significant rate, our business,
operating  results  and  financial  condition  will be negatively affected.  Our
Internet-related  services  are  a  relatively  new  concept.  Future demand for
recently  introduced  technologies  is highly uncertain, and therefore we cannot
guaranty  that  our  business  will  grow  as  we  expect.

     OUR INTERNET BUSINESS IS IN A HIGHLY COMPETITIVE INDUSTRIES, AND THUS THERE
MAY  NOT  BE  ENOUGH  DEMAND  FOR OUR PRODUCTS OR SERVICES FOR US TO MAKE MONEY.
There  are numerous competitors offering the same services as ours.  Many of our
current  and  potential  competitors  have  longer  operating  histories, larger
customer  bases,  greater brand recognition and significantly greater financial,
marketing  and  other  resources  than  we  do  and  may enter into strategic or
commercial  relationships  with  larger,  more  established  and  well-financed
companies.  Some  of our competitors may be able to enter into such strategic or
commercial relationships on more favorable terms.  In addition, new technologies
and the expansion of existing technologies may increase competitive pressures on
us.  Increased  competition  may result in reduced operating margins and loss of
market  share.

     REVENUES  FROM  OUR INTERNET BUSINESS WILL BE LESS LIKELY TO DEVELOP IF THE
INTERNET  DOES  NOT  REMAIN  A  VIABLE  COMMERCIAL  MARKETPLACE.  Our ability to
generate revenues is substantially dependent upon continued growth in the use of
the  Internet  and the infrastructure for providing Internet access and carrying
Internet  traffic.  We  don't  know  if  the  necessary  infrastructure  or
complementary products will be developed or that the Internet will prove to be a
viable  commercial  marketplace.  To  the  extent that the Internet continues to
experience  significant  growth  in the level of use and the number of users, we
cannot  guaranty that the infrastructure will continue to be able to support the
demands  placed  upon  it  by such potential growth.  In addition, delays in the
development  or adoption of new standards or protocols required to handle levels
of  Internet  activity,  or  increased  governmental regulation may restrict the
growth  of  the  Internet.  If  the  necessary  infrastructure  or complementary
products  and  services  are  not developed or if the Internet does not become a
viable  commercial  marketplace,  our  business, operating results and financial
condition  would  be  negatively  affected.

                                       39
WE MAY INCUR A LOSS OF REVENUES AND SIGNIFICANT COSTS IF WE CANNOT MAINTAIN
THE  SECURITY OF OUR INTERNET PRODUCTS AND SERVICES.  Internet companies rely on
encryption  and  authentication  technology  to  provide  the  security  and
authentication  necessary  to  effect  secure  transmission  of  confidential
information.  There  can be no assurance that advances in computer capabilities,
new  discoveries  in  the  field  of cryptography or other developments will not
result  in a compromise or breach of the algorithms used by companies to protect
consumer's  transaction  data.  If  any such compromise of this security were to
occur,  it  could  have  a  material  adverse  effect  on our potential clients,
business, prospects, financial condition and results of operations.  A party who
is  able  to  circumvent  security  measures  could  misappropriate  proprietary
information  or cause interruptions in operations.  We may be required to expend
significant  capital  and  other  resources  to  protect  against  such security
breaches  or  to  alleviate problems caused by such breaches.  Concerns over the
security  of transactions conducted on the Internet and the privacy of users may
also  hinder  the  growth  of online services generally.  To the extent that our
activities  or  third-party  contractors involve the storage and transmission of
proprietary  information,  such  as  credit  card  numbers,  or  personal  data
information,  security  breaches  could damage our reputation and expose us to a
risk  of  loss or litigation and possible liability.  We cannot be sure that our
security  measures will not prevent security breaches or that failure to prevent
such  security breaches will not have a material adverse effect on our business.

RISKS  RELATED  TO  OWNERSHIP  OF  OUR  STOCK.

     OUR  BOARD  OF  DIRECTORS  CAN  ISSUE  PREFERRED  STOCK WITHOUT SHAREHOLDER
CONSENT  AND  DILUTE  OR  OTHERWISE  SIGNIFICANTLY AFFECT THE RIGHTS OF EXISTING
SHAREHOLDERS.  Our articles of incorporation provide that preferred stock may be
issued  from  time  to  time  in  one  or more series. Our board of directors is
authorized  to  determine  the  rights, preferences, privileges and restrictions
granted  to  and  imposed upon any wholly unissued series of preferred stock and
the  designation  of  any  such  shares,  without  any  vote  or  action  by our
shareholders.  The  board  of  directors may authorize and issue preferred stock
with  voting  power or other rights that could adversely affect the voting power
or  other  rights  of  the holders of common stock. In addition, the issuance of
preferred  stock  could  have  the effect of delaying, deferring or preventing a
change  in  control,  because  the terms of preferred stock that might be issued
could  potentially prohibit the consummation of any merger, reorganization, sale
of substantially all of its assets, liquidation or other extraordinary corporate
transaction without the approval of the holders of the outstanding shares of the
preferred  stock.  We  will not offer preferred stock to promoters except on the
same  terms  as  it  is  offered  to  all  other existing shareholders or to new
shareholder  or unless the issuance is approved by a majority of our independent
directors  who  do not have an interest in the transactions and who have access,
at  our  expense,  to  our  legal  counsel  or  independent  legal  counsel.

     THE  MARKET  FOR OUR COMMON STOCK IS VERY VOLATILE.  Our stock is presently
trading  on  the  OTC bulletin board maintained by Nasdaq under the symbol WAMX.
Nevertheless,  there has been limited volume in trading in the public market for
the  common  stock,  and  there  can  be no assurance that a more active trading
market  will  develop or be sustained.  The market price of the shares of common
stock  is  likely  to  be  highly  volatile and may be significantly affected by
factors  such  as  fluctuations  in  our  operating  results,  announcements  of
technological  innovations  or  new  products  and/or  services  by  us  or  our
competitors,  governmental  regulatory  action,  developments  with  respect  to
patents  or  proprietary  rights  and  general  market  conditions.

                                       40
WE  ARE  SUBJECT  TO THE PENNY-STOCK RULES.  The Securities Enforcement and
Penny  Stock  Reform  Act of 1990 requires additional disclosure relating to the
market  for  penny  stocks  in  connection with trades in any stock defined as a
penny  stock.  The  Commission  has  adopted regulations that generally define a
penny stock to be any equity security that has a market price of less than $5.00
per  share,  subject  to  a  few exceptions.  Such exceptions include any equity
security  listed  on Nasdaq and any equity security issued by an issuer that has

-     net  tangible  assets  of  at least $2,000,000, if such issuer has been in
continuous  operation  for  three  years,

-     net  tangible  assets  of  at least $5,000,000, if such issuer has been in
continuous  operation  for  less  than  three  years,  or

-     average  annual revenue of at least $6,000,000, if such issuer has been in
continuous  operation  for  less  than  three  years.

Unless an exception is available, the regulations require the delivery, prior to
any transaction involving a penny stock, of a disclosure schedule explaining the
penny  stock  market  and  the  risks  associated  therewith.

                               USE  OF  PROCEEDS

WAMX  will  not  receive  any  of the proceeds from the sale of shares of common
stock  by  the  Selling  Shareholders.

                                       41
SELLING SHAREHOLDERS

The  Shares  of  the  Company to which this Reoffer Prospectus relates are being
registered  for  reoffers  and resales by the Selling Shareholders, who acquired
the  Shares  pursuant  to  a  compensatory benefit plan with WAMX for consulting
and legal services  they provided to WAMX.  The  Selling Shareholders may resell
all, a portion  or  none  of  such  Shares  from  time  to  time.

The  table below sets forth with respect to the Selling Shareholders, based upon
information  available  to  the  Company  as  of  March 13,  2000, the number of
Shares owned, the number of Shares registered by this Reoffer Prospectus and the
number  and  percent  of outstanding Shares that will be owned after the sale of
the  registered  Shares  assuming  the  sale  of  all  of the registered Shares.
NUMBER OF      NUMBER OF                    % OF SHARES
                   SHARES         SHARES         NUMBER OF     OWNED BY
SELLING            OWNED          REGISTERED BY  SHARES OWNED  SHAREHOLDER
SHAREHOLDERS       BEFORE SALE    PROSPECTUS     AFTER SALE    AFTER SALE
-----------------  -------------  -------------  ------------  ------------

Magnus Tillerby         100,000         100,000             0            0
-----------------  -------------  -------------  ------------  ------------

M. Richard Cutler       178,500         142,000        36,500  less than 1%
-----------------  -------------  -------------  ------------  ------------

Brian A. Lebrecht        29,250          21,000         8,250  less than 1%
-----------------  -------------  -------------  ------------  ------------

Vi Bui                    9,750           7,000         2,750  less than 1%
-----------------  -------------  -------------  ------------  ------------

Edward H. Burnbaum       15,000          15,000             0             0
-----------------  -------------  -------------  ------------  ------------
PLAN OF DISTRIBUTION

The  Selling  Shareholders may sell the Shares for value from time to time under
this  Reoffer  Prospectus  in  one  or more transactions on the Over-the-Counter
Bulletin  Board  maintained  by  the  NASD,  or  other exchange, in a negotiated
transaction  or  in  a  combination  of  such  methods of sale, at market prices
prevailing  at  the  time  of  sale, at prices related to such prevailing market
prices  or  at prices otherwise negotiated.  The Selling Shareholders may effect
such  transactions by selling the Shares to or through brokers-dealers, and such
broker-dealers  may  receive compensation in the form of underwriting discounts,
concessions  or  commissions from the Selling Shareholders and/or the purchasers
of  the Shares for whom such broker-dealers may act as agent (which compensation
may  be  less  than  or  in  excess  of  customary  commissions).

                                       42
The  Selling  Shareholders  and  any  broker-dealers  that  participate  in  the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of  Section  2(11) of the 1933 Act, and any commissions received by them and any
profit  on  the  resale of the Shares sold by them may be deemed be underwriting
discounts  and  commissions  under the 1933 Act.  All selling and other expenses
incurred  by the Selling Shareholders will be borne by the Selling Shareholders.

In  addition  to any Shares sold hereunder, the Selling Shareholders may, at the
same  time,  sell any shares of common stock, including the Shares, owned by him
or  her  in  compliance  with all of the requirements of Rule 144, regardless of
whether  such  shares  are  covered  by  this  Reoffer  Prospectus.

There is no assurance that the Selling Shareholders will sell all or any portion
of  the  Shares  offered.

The  Company  will  pay all expenses in connection with this offering other than
the  legal fees incurred in connection with the preparation of this registration
statement  and  will  not  receive  any proceeds from sales of any Shares by the
Selling  Shareholders.

                                  LEGAL MATTERS

The  validity  of  the  Common  Stock offered hereby will be passed upon for the
Company  by  Moneesh A. Bakshi.

                                     EXPERTS

The  balance  sheets  as  of  December  31,  1999 and 1998 and the statements of
operations, shareholders' equity and cash flows for the years then ended of WAMX
have  been  incorporated by reference in this Registration Statement in reliance
on  the  report  of Charles R. Eisenstein, Certified Public Accountant, given on
the authority  of  that  firm  as  experts  in  accounting and  auditing.

                                       43
PART  II

             INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The  following  documents  are  hereby  incorporated  by  reference in this
Registration  Statement:

(i)     Registrant's Form 8-K for an event on March 13, 2000, filed on March 14,
2000.

(ii)     Registrant's Form 10-SB, (in the name of Conchology,Inc., the Company's
predecssor), originally filed  on  November 22,  1999.

(iii)     All  other  reports and documents subsequently filed by the Registrant
pursuant  after  the  date  of  this Registration Statement pursuant to Sections
13(a),  13(c),  14, or 15(d) of the Securities Exchange Act of 1934 and prior to
the  filing  of  a  post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold,  shall be deemed to be incorporated by reference and to be a part hereof
from  the  date  of  the  filing  of  such  documents.

ITEM  4.     DESCRIPTION  OF  SECURITIES.

     Not  applicable.

ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

     Not applicable.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

     The  Corporation  Laws  of  the  State of New York and the Company's Bylaws
provide  for  indemnification  of  the  Company's  Directors for liabilities and
expenses  that  they  may  incur  in such capacities.  In general, Directors and
Officers are indemnified with respect to actions taken in good faith in a manner
reasonably  believed  to  be  in,  or  not opposed to, the best interests of the
Company, and with respect to any criminal action or proceeding, actions that the
indemnitee  had  no reasonable cause to believe were unlawful.  Furthermore, the
personal  liability  of  the  Directors  is limited as provided in the Company's
Articles  of  Incorporation.

                                       44
ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED.

     The  Shares  were  issued  for advisory and legal services rendered.  These
sales  were made in reliance of the exemption from the registration requirements
of  the  Securities  Act  of 1933, as amended, contained in Section 4(2) thereof
covering  transactions  not  involving  any public offering or not involving any
"offer"  or  "sale".

ITEM  8.     EXHIBITS

*3.1    Certificate of Incorporation of The World Auction Market and Exchange
        (Holdings), Inc.

*3.2    Certificate of Amendment of Certificate of Incorporation of The Worls
        Auction Market and Exchange (Holdings), Inc.

*3.3    Certificate of Incorporation of The Treasure Cache, Inc.

*3.4    Certificate of Amendment to the Certificate of Incorporation of The
        Treasure Cache, Inc.

*3.5    Certificate of Amendment to the Certificate of Incorporation of The
        Treasure Cache, Inc.

*3.6    Certificate of Merger of WAMEX Holdings, Inc. and The Treasure Cache,
        Inc. into The Treasure Cache, Inc.

*3.7    Bylaws

 5      Opinion  of  Moneesh A. Bakshi

*10.1.  Exchange  Agreement between WAMEX Holdings, Inc. and certain Conchology
shareholders  dated  as  of  February  9,  2000.

10.2    Consulting  Agreement

*10.3   Put Option Agreement

*10.4   Escrow Agreement

10.5    Consulting Agreement

23.1    Consent  of  Charles R. Eisenstein,  Certified  Public  Accountant.

________________________
*  Incorporated  by  reference  to  WAMX's  Form  8-K,  filed  on March 6, 2000.

ITEM  9.     UNDERTAKINGS.

     (a)     The  undersigned  Registrant  hereby  undertakes:

(1)     To  file,  during  any period in which offers or sales are being made, a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
the  Registration  Statement  or  any material change to such information in the
Registration  Statement.

(2)     That,  for the purpose of determining any liability under the Securities
Act  of  1933,  each  such  post-effective amendment shall be deemed to be a new
registration  statement  relating  to  the  securities  offered therein, and the
offering  of such securities at that time shall be deemed to be the initial BONA
FIDE  offering  thereof.

(3)     To  remove  from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(b)     The  undersigned  Registrant  hereby  undertakes  that,  for purposes of
determining  any  liability under the Securities Act of 1933, each filing of the
Registrant's  Annual  Report  pursuant  to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act  of  1934  (and,  where  applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act  of  1934)  that  is  incorporated by reference in the
Registration  Statement  shall  be  deemed  to  be  a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial BONA FIDE offering thereof.

                                       45
(c)     Insofar  as indemnification for liabilities arising under the Securities
Act  of  1933 may be permitted to directors, officers and controlling persons of
the  Registrant  pursuant  to  the  foregoing  provisions,  or  otherwise,  the
Registrant  has  been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and  is, therefore, unenforceable. In the event that a claim for indemnification
against  such  liabilities (other than the payment by the Registrant of expenses
incurred  or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has  been  settled  by  controlling  precedent, submit to a court of appropriate
jurisdiction  the  question whether such indemnification by it is against public
policy  as  expressed  in  the  Securities Act and will be governed by the final
adjudication  of  such  issue.

                                       46
SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the registrant
certifies  that  it  has  reasonable grounds to believe that is meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the City of Marine Park, State of New York, on March 14, 2000.

WAMEX Holding, Inc.

/s/ Mitchell H. Cushing

By:     Mitchell H. Cushing
Its:    CEO

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  dates  indicated.

  /S/ Sascha Mundstein
-------------------------------------------------------
Sascha Mundstein, Chief Operating Officer and Director

  /S/ Russell Chimenti
-------------------------------------------------------
Russell Chimenti, Chief Administrative Officer and Director

  /S/  Hans Michael Schobinger
-------------------------------------------------------
Hans Michael Schobinger, Chief Technology Officer and Director