Date of Report (Date of earliest event reported)  February 21, 2001

SE GLOBAL EQUITIES CORP.
(Exact name of registrant as specified in its charter)

Minnesota
(State or other jurisdiction of incorporation)

000-26347
(Commission File Number)

41-0985135
(IRS Employer Identification No.)

Suite 1200, 777 West Broadway, Vancouver, British Columbia, Canada V5Z 4J7
(Address of principal executive offices and Zip Code)

Registrant's telephone number, including area code  (604) 871-9909

1. Changes in Control of Registrant

On February 21, 2001, SE Global Equities Corp. (formerly Future Technologies, Inc.), a Minnesota corporation, issued 12,873,944 shares of its common stock to the shareholders of SE Global Equities, Inc. ("SE Global (Private)"), a Cayman Islands corporation, to acquire all the issued and outstanding shares of SE Global (Private). SE Global issued 12,073,578 of the 12,873,944 shares to Capital Alliance Group, Inc., which represents approximately 84% of the current issued and outstanding shares of SE Global. This represents a change of control of SE Global.

As part of the transaction, the principals of Capital Alliance and the principals of SE Global (Private) appointed Toby Chu as the new President and CEO of SE Global. Mr. Chu was also appointed as a director along with Charles Chen, Prithep Sosothikul, Ken Lee, Sukanya Prachuabmoh and Dave Richardson.

2. Acquisition or Disposition of Assets

On February 21, 2001, SE Global issued 12,873,944 shares of its common stock to the shareholders of SE Global (Private) in exchange for all of the shares in the capital of SE Global (Private).

<R>As used in this current report, the terms "we", "us", "our", "our company" and "SE Global" mean SE Global Equities Corp. (formerly Future Technologies, Inc.) and its wholly owned subsidiaries SE Global (Private) and SE Global Direct, Inc. ("SE Global Direct"), unless otherwise indicated. Our corporate and head offices are located at Suite 1200, 777 West Broadway, Vancouver, British Columbia, Canada. The telephone number is (604) 871-9909 and the facsimile number is (604) 871-9919.

SE Global Equities Corp. was initially formed under the laws of the State of Minnesota under the name "Land Corporation of America, Inc." on June 20, 1972 for the purpose of developing parcels of land into mobile home parks and to sell the developed lots to owners of mobile homes. On November 30, 1977, we changed our corporate name to "Future Homes, Inc.". We operated successfully until the late 1970's when an economic recession caused significant difficulty in the financing of mobile homes for purchasers. We began to suffer operating losses through the early 1980's and, in 1983, closed five (5) of our six (6) operating locations. On June 10, 1989, we assigned all remaining assets to our creditors and became inactive.

On February 8, 1999, we filed restated Articles of Incorporation in the State of Minnesota to increase the authorized number of both common and preferred shares, changed the stated par value of the shares of our common stock to $0.01 per share and adopted new corporate by-laws. At the same time, we changed our name to "Future Technologies, Inc.". On April 20, 2001, we changed our name to "SE Global Equities Corp.".

Immediately prior to the share exchange with SE Global (Private), we were a development stage company and a "blank check" company whose business purpose was to identify and complete a merger, acquisition or outright sale transaction of a business or business opportunity.

As a result of the share exchange with SE Global (Private), SE Global now carries on business primarily through its wholly-owned subsidiaries SE Global (Private), which maintains its business office at Suite 1200, 777 West Broadway, Vancouver, British Columbia, Canada V5Z 4J7 and SE Global Direct, which maintains its business office at Suite 225, 21660 Copley Drive, Diamond Bar, California. The acquisition of all the issued and outstanding shares of SE Global (Private) was completed on February 21, 2001 by a share exchange reorganization whereby we acquired shares of SE Global (Private) in exchange for issuing 12,873,944 of our shares. The stockholders of SE Global (Private) controlled approximately 89.6% of SE Global immediately after the share exchange and accordingly, the acquisition has been treated like a reverse acquisition. As a result of the acquisition being treated as a reverse acquisition for accounting purposes, SE Global has adopted the fiscal year of the "accounting acquirer", SE Global (Private), of December 31. Since the acquisition has been treated as a reverse acquisition, no transition report is necessary or will be filed.

As of July 31, 2001, SE Global Equities Corp. had two wholly owned subsidiaries, SE Global (Private), which is a Cayman Islands company incorporated on October 30, 2000, and SE Global Direct, which is a California Corporation incorporated on May 9, 2001.

We have acquired all of the issued and outstanding shares of Global-American Investments, Inc., a registered broker-dealer organized under the laws of the state of Arizona, pursuant to a stock purchase agreement dated May 25, 2001. The acquisition was subject to certain conditions precedent, including the receipt of all necessary regulatory approvals. These conditions precedent were waived and the acquisition was completed effective August 1, 2001. However, the acquisition remains subject to the approval of the NASD Regulation Inc. (the "NASDR"). If we are unable to obtain such regulatory approval, we may be forced to sell our interest in Global-American Investments, Inc. We paid $38,500 for our interest in Global-American Investments, Inc. In addition, Global-American Investments, Inc. distributed its deposits in the approximate aggregate amount of $40,000 held with Computer Clearing Services, Inc., to the vendors of the Global-American Investments, Inc. shares. After having reviewed the audited financial statements of Global-American Investments, Inc. as at December 31, 2000, we determined in consultation with our auditors that Global-American Investments, Inc. does not meet the requirements for inclusion of financial statements as outlined in Item 310 (c) of Regulation S-B.

SE Global (Private) has three subsidiaries: </R>

We have not been involved in any bankruptcy, receivership or similar proceedings, nor have we been a party to any material reclassification, merger, consolidation or purchase or sale of a significant amount of assets not in the ordinary course of our business, not disclosed herein.

<R>SE Global is a provider of direct access trading software and financial resources for international investors. We have offices in Vancouver, Montreal, Hong Kong and Thailand. We are in the process of providing our customers with access to our global alliance network of 27 brokerage firms, 24 hours a day, covering 26 stock exchanges spanning five continents.

SE Global is positioning itself as a financial Internet center linking investors to expanding global financial and equities markets. SE Global is not a broker and does not execute securities transactions. Rather we have created a financial Internet center, which facilitates global investing by investors. Through our websites, customers gain access to SE Global's international network of alliance brokerage firms who execute all security trades for our customers, allowing investors to trade online around the globe.

Upon receipt of NASDR approval of our recent acquisition of Global-American Investments, Inc., which cannot be assured, we intend to transfer or license a significant part of our business operations, including our websites, to Global-American Investments, Inc.

SE Global Trade and SEG Lite

SE Global provides direct access trading software, SE Global Trade and SEG Lite, and market data through a formal licensing and worldwide distribution agreement with Direct Access Financial Corporation ("Direct Access"). We license the direct access trading software for a fee of $1.50 per executed order (with a minimum monthly fee of $5,000 per month) and a software per user fee of $150 (minimum monthly fee of $5,000). The term of the license is for one year commencing on March 9, 2001 with the option to renew the agreement for two successive one-year terms. If, after exercising our any of our rights to renew the agreement, we are unable to maintain a minimum of 500 users per month during the second year, or a minimum of 1,000 users per month during the third year, the agreement will automatically revert to a month-to-month term.

Users of the SE Global Trade and SEG Lite software open trading accounts directly with SE Global's alliance brokers. Those users of the software who choose to open accounts with Allen Douglas Direct Inc. or Global-American Investments, Inc. are proved with direct access to these brokers. Unlike traditional web-based online brokers, direct access trading software bypass middlemen and route trades directly to market makers, electronic communication networks and exchanges. As a result of direct access, SE Global Trade allows for swift trade execution and confirmation. SE Global Trade and SEG Lite route orders through channels that directly match buyers and sellers - unlike some web-based trading platforms which utilize local broker dealers who may sell orders to third parties, thereby potentially compromising both purchase price and speed of execution. Benefits of our direct access trading software include: fast trade execution and trade confirmation, and increased currency of available pricing information as a result of improved trade execution.

SE Global is not a securities dealer in its own right and has not sought such registration. Our customers are required to open trading accounts with the appropriate alliance brokers, who screen applicants for new trading accounts, and who provide trade execution and support services, in compliance with local regulatory requirements. For example, all orders for U.S. securities placed through our SE Global Trade or SEG Lite branded software are processed through Allen Douglas Direct Inc. or Global-American Investments, Inc., each of whom are U.S. registered broker-dealers.

Trades effected through Allen Douglas Direct Inc. are cleared by Penson Financial Services Inc., and trades effected through Global-American Investments, Inc. are cleared by Computer Clearing Services, Inc. All U.S. registered broker dealers are required to become members of the Securities Investor Protection Corporation. This membership provides for $500,000 in coverage per customer (with a $100,000 cash limit). Penson Financial Services Inc. has purchased $24,500,000 in additional supplemental securities protection. This coverage is intended to provide additional protection for accounts cleared through Penson Financial Services Inc. in the event of the failure of the clearing firm.

Not all securities, products or services described are available in all countries, and nothing herein is an offer or solicitation of securities products and services in any jurisdiction where their offer or sale is not qualified or exempt from registration.

Software and Data Fees

We charge the following fees to our customers using either our SE Global Trade of SEC Lite software for both U.S. and international orders:

Broker-Dealer Commissions and Additional Charges

Our alliance brokers charge commissions for all trades executed through trading accounts maintained with them. In addition, they may apply or collect other trade-execution related charges. For example, all orders routed through Archipelago electronic communication network (ARCA) are subject to an additional $.005/share fee over and above the base commission. The Securities and Exchange Commission assesses a tax of 1/300^th of 1% (1/30,000^th) on the sales value of all New York Stock Exchange, American Stock Exchange and Nasdaq securities. This tax went into effect on January 1, 1997.

Our SE Global Trade and SEG Lite Director Access Software </R>

Primary features of SE Global Trade and SEG Lite include the following:

SE Global Trade and SEG Lite Branded Software Technology

<R>The direct access trading software which we license and brand is housed on computer servers at UUNET's Super Point of Presence data center located in Richardson, Texas. These servers are attached directly to the Internet's backbone providing reliability in connectivity and resulting in relatively broad bandwidth on demand. The facility is one of six in the United States that have enough backup power supply to last three full days in the event of a national disaster.

All of the servers housed at the UUNET facility are rack-mounted Intel Pentium 4 quad processor speed units with 2 gigabytes of random access memory or RAM. All drives are mirrored for uninterrupted service in case of failure, unlike many other trading software platforms that have overworked servers due to inevitable multitasking. When performance is compromised, the most common solution is to add servers. This facility, on the other hand, has already implemented servers to handle a slight increase over normal activity.

To ensure the fastest quoting and order entry system, we have broken down commonly experienced problems to a level where each server has a specific task to perform. There are 17 different servers associated with 17 different tasks, which act together as a single unit. Each server had redundancy to deal with the same quotes and order entry. While this may seem unnecessary, the different processes have been broken down to allow each server to work less, providing our customers with almost instantaneous quotes and order entry.

Data Delivery Servers

The engine that powers the data feed was built on proprietary custom database architecture and handles all quotes from all exchanges. Unlike the majority of other software trading platforms that rely entirely on outside quote vendors, SE Global Trade and SEG Lite receive raw quotes directly from the exchanges and transfer them directly to the quote servers and then to our customers. The data delivery is designed to be seamlessly integrated with our SE Global Trade and SEG Lite branded software. The result is fast quote delivery with no middleman.

Low Bandwidth Requirements

By using up-to-date technology, we reduce the need for the high bandwidth Internet connections required by the majority of direct access software providers.

Market data delivered to our customers computers across the Internet is compressed down to a level that can be accepted over relatively low bandwidth communication lines. In addition, the direct access software will only access data from the servers when it is actually needed to complete the task at hand. For example, once a customer's computer has accessed a particular symbol for a quote or charting it is constantly recording and storing that data in case the customer decides to access that symbol again. This saves on the amount of bandwidth needed to change stock symbols and also provides our customers with immediate access to their most commonly used symbols.

Another connectivity plus is our software's ability to process data on our customers' computers. This leaves no backlog of data to be left in queue and delivered to our customers later, thus providing our customers with the tools to accept data in real time.

With these features, our SE Global Trade and SEG Lite branded software are able to maintain the high speed and reliability required by active traders, even in lower bandwidth environments.

Advanced Order Entry System

Our SE Global Trade and SEG Lite branded software offer advanced direct access order entry modules currently available to retail traders. Designed to quickly and precisely execute instructions, the direct access trading software's integrated order entry system allows both point-and-click and keystroke order entry capability.

All orders placed through our SE Global Trade and SEG Lite branded software bypass a middleman and are routed to the various market makers, electronic communication networks (ECN) and exchanges for fast execution and confirmation. With a simple click of a mouse, our customers are able to send their orders to all major US stock exchanges, the Island ECN (ISLD), and the Archipelago ECN (ARCA). Users of SE Global Trade and SEG Lite also have the ability to route their orders using Nasdaq's Small Order Execution System (SOES).

The Nasdaq, the New York Stock Exchange, and all of the major electronic communication networks have communications lines running directly into our order entry servers. As opposed to other software order entry servers, we do not farm out your orders to another transaction house. All order routing is performed onsite.

Service & Support

At SE Global, we place the highest premium on the satisfaction and success of our customers. Representatives at Allen Douglas Direct and Global-American Investments are dedicated to delivering SE Global Trade and SEG Lite branded software users support to meet their unique needs. </R>

This support includes assistance with:

Broker Alliances

<R>Each of our broker alliances enter into an Application Services and Co-Marketing Agreement with our company, allowing our customers to open and maintain accounts with the broker, enter and execute securities transactions, and to enter into dialogue with the broker. </R>

To date, we have entered into alliances with 27 brokerage firms in 26 countries.

Our Websites - www. SEGlobal.com and www.SEGlobalTrade.com

<R>Our websites provide our customers with access to financial news and information, stock quotes, company-specific information and country or region-specific news. We have entered into contracts with several recognized content and technology providers including Dow Jones, Reuters, Sun Microsystems and VeriSign. In addition, we are exploring the possibility of giving our customers direct access to original company research reports and local market expertise provided by our global network of alliance brokerage firms. Over time, it is our goal to make our websites indispensable sources of current and breaking news to investors in multiple markets.

Our website, www.SEGlobalTrade.com, features the direct access trading software which we have branded as SE Global Trade and SEG Lite. As non browser-based trading platforms, the software route securities orders directly to electronic communication networks, market makers and major U.S. exchanges. Features of the direct access trading software include real-time execution, comprehensive market data and charting.

We intend to offer a host of products and services through our website on a phased-in approach as follows:

Services for Individual Users

Services for Business Users

We also intend to generate revenue by collecting a marketing fee from alliance brokers on a per transaction basis in return for our marketing efforts. For all future trades associated with our distinct account identifier, we will continue to receive our marketing fee. In addition, we are considering other services which may generate revenue including: <R>

SE Global's management predicts that our success will depend on SE Global achieving the following:

<R>We intend to spend a significant amount of resources in the marketing and advertising of our products and services. During different stages of the introduction of our products and services, we plan to promote our brand name to target markets through publications, print and television advertising, in-flight magazine ads, and other means. We intend to focus our advertising and marketing efforts initially on into the Chinese-speaking communities in Canada, the United States, the United Kingdom and Australia and into the Spanish-speaking communities of Latin America. </R>

To effectively generate widespread exposure for our brand name and to build a strong corporate identity, we intend to engage regional and international public relations and advertising companies to advertise and market our products and services. Combined with the in-house marketing capabilities, these outside firms will provide an extended marketing reach into our segmented and targeted markets. We are currently working with companies such as the Dow Jones group of companies (CNBC, Wall Street Journal) and the Time Inc./Turner Group of Companies (CNN, Time, AsiaWeek), Euromoney/Institutional Investor (Asia Money & Latin Finance), as well as other prominent financial and business publications.

<R>Beyond building a recognized and trusted brand name, we are also developing strategies to generate traffic on our websites, develop a base of customers, and to direct users to our alliance brokers. Both offline and online marketing tools, including banner advertising, link exchanges, search engine optimization and sponsorships will be implemented to accomplish these goals. To measure the effectiveness or our marketing campaigns, generate user feedback, and build a database of user demographics, we are utilizing sophisticated web traffic analysis software and developing interactive capabilities.

We intend to implement customer loyalty programs by rewarding trades with bonus points, discounts for high volume transactions and other incentives in order to promote customer retention. </R>

We intend to market and deliver our services to a market consisting of the following:

We intend to apply for trademark protection in the United States for "SE Global Trade" and "SEG Lite". We also intend to apply for trademark protection in Canada for "SE Global Trade" and "SEG Lite". We have secured the registration of the domain name "www.SEGlobal.com" and "www.SEGlobalTrade.com", among others.

We require all key employees to sign confidentiality agreements regarding their work for us and all rights to technology created by such employees are retained by us. We distribute the SE Global Trade and SEG Lite branded software programs under license agreements that are signed by end-users. Despite our precautions taken to protect these software programs, unauthorized parties may attempt to reverse engineer, copy, or obtain and use information which is proprietary. Policing unauthorized use of our branded software products is difficult and software piracy is expected to be a persistent problem. Additionally, the laws of some foreign countries do not protect proprietary rights to the same extent as do the laws of the United States.

We are not aware that our products, trademarks, or other proprietary rights infringe the proprietary rights of third parties. However, from time to time, we may receive notices from third parties asserting that we have infringed their patents or other intellectual property rights. In addition, we may initiate claims or litigation against third parties for infringement of our proprietary rights or to establish the validity of our proprietary rights. Any such claims could be time-consuming, result in costly litigation, cause product shipment delays or lead us to enter into royalty or licensing agreements rather than disputing the merits of such claims. As the number of software products in the industry increases and the functionality of such products further overlap, we believe that software developers may become increasingly subject to infringement claims. Any such claims, with or without merit, can be time consuming and expensive to defend. An adverse outcome in litigation or similar proceedings could subject us to significant liabilities to third parties, require expenditure of significant resources to develop non-infringing technology, require disputed rights to be licensed from others, or require us to cease the marketing or use of certain products, any of which could have a material adverse effect on our business, operating results and financial condition.

Suppliers

All supplies used in our business are readily available from a number of sources.

<R>To integrate, test, and develop our trading platform, we launched the beta version of www.SEGlobal.com in June 2000. Used primarily for user acceptance testing, the beta site enabled the development team to integrate SE Global's software platform, Intertrade, developed by Excel Technology International of Hong Kong. Based on trial testing, feedback, and analysis of the beta site, version 1.0 was launched, which incorporated sophisticated web technology. Moreover, version 1.0 allows for the dual platform online trading offered to alliance brokers. Also implemented into the website is 128-bit encryption security. Responding to the growth of consumer Internet privacy concerns and to protect personal and financial information of our customers, we have developed a privacy policy in adherence with the principles of TRUSTe, an industry leading non-profit provider of Internet privacy programs.

In January 2001, we launched the licensed direct access trading software which we branded as SE Global Trade and SEG Lite for users to be able to trade securities on Nasdaq National Market System, Nasdaq Small Cap System and the New York Stock Exchange.

We have suspended further development of the Intertrade platform, and are currently focusing our efforts on improving our websites.

We currently have 12 employees and two independent consultants. For further information, please refer to the discussion below under the heading "Plan of Operation - Personnel".

In recent years, global securities markets for equity securities have grown dramatically, evidenced by a large increase in the average daily trading volume. In addition to the long-term strength of the U.S. markets, the increased use of investment retirement accounts, retirement plans under section 401(k) of the Internal Revenue Code of 1986, employee stock ownership plans, stock options and mutual funds has created greater interest and participation by individuals in the securities markets.</R>

The growth in business conducted on the Internet has been driven by the Internet's ability to offer businesses and consumers a compelling and cost-effective medium for communications and commerce through its accessibility and convenience, the use of open standards and its ability to enable real-time interactions. One driver of this growth is the increasing comfort with which consumers in the United States and abroad conduct transactions on the Internet. The increasing prevalence of online investment and financial options, such as securities purchases and sales, funds transfers and online banking, and bill presentment and payment, has also contributed to the growth of online commerce by simplifying and automating financial transactions for consumers and, in many cases, significantly reducing costs for consumers by eliminating the need for intermediaries that traditionally charge fees to provide such products, services or information.

The emergence of the Internet has also changed the financial services industry, particularly the securities brokerage sector. In fact, online brokerage firms have grown significantly faster than the brokerage industry as a whole. We believe the rapid development of the online brokerage industry has been driven principally by the following factors:

We believe that, as online brokerage firms continue to take advantage of the speed and other capabilities of the Internet, this rapid development of the online brokerage industry will continue. International markets also present significant opportunities for online brokers.

<R>Our business model is focused on developing and maintaining a network of alliance brokers throughout the world, through which we intend to serve a local and international market. By providing both access to a global network without border="0"s and financial news and information from worldwide markets, our management believes it can carve a niche in this tremendously competitive industry.

To effectively match our capabilities, we anticipate that a competitor would be faced with at least four to six months of development time. Entering multiple regions is further complicated by disparate market entry requirements, cultural complexities, and distinct rules and regulations of multiple markets.

We believe that the key competitive advantages that our business model enjoys include:</R>

The market for online brokerage services over the Internet has evolved rapidly and is intensely competitive. We expect this competition to further intensify in the future. In the United States, we encounter direct competition from other independent online brokerage firms, as well as traditional discount brokerage firms providing online and/or telephone services.

<R>Our competitors include DLJDirect, Globeshare, Bruswick Direct, HSBC/Merrill Lynch, Sutton Online, Global Access Financial Services, MB Trading, Web Street Securities, A.B. Watley Group, Ameritrade, Charles Schwab, CSFB Direct, E*Trade, JB Oxford, National Discount Brokers, Fidelity Investments and TD Waterhouse. We also encounter competition from established full-commission brokerage firms, including Morgan Stanley Dean Witter, Merrill Lynch and Prudential Securities, mutual fund sponsors and other financial organizations, some of which are actively expanding their online capabilities. We may also face increased competition from various companies seeking to attract consumer financial assets, including commercial banks and other financial institutions, insurance companies and providers of online financial and information services, as these companies expand their product lines.</R>

We are also confronting increasing competition in international markets, both from international competitors and United States-based brokerage firms that have established or acquired international operations or entered into partnerships with international brokerage firms. For example, several of the largest domestic online brokerage firms are aggressively expanding into international markets.

We believe that the principal competitive factors affecting the market for online financial services are:

Many of our existing and potential competitors may have one or more of the following:

As a result, these competitors may be able to adopt more aggressive pricing policies, respond more quickly to new technologies, industry standards and customer demands, undertake more extensive marketing campaigns, expand globally more quickly and make more attractive offers to potential employees and content providers.

Our industry is characterized by rapid changes in technology and customer demands. As a result, our current services could quickly become obsolete and unmarketable. Our future success will depend on our ability to adapt to technological advances, anticipate customer demands, develop new services and enhance our current services on a timely and cost-effective basis. Further, our services must remain competitive with those of other companies with substantially greater resources.

Securities Industry - United States

<R>The securities industry is subject to extensive federal and state regulation and the regulations of various self-regulatory organizations. We are not registered as a broker-dealer with the SEC or in any of the 50 United States and the District of Columbia, and we are not a member of the NASD. Much of the regulation of broker-dealers has been delegated to self-regulatory organizations, principally the NASDR, which has been designated by the SEC as our primary regulator. These self-regulatory organizations adopt rules, subject to approval by the SEC, that govern the industry, and they conduct periodic examinations of broker dealers. We may also be subject to regulation by state securities administrators in those states in which we conduct business.

The securities industry is subject to complex regulations covering all aspects of the securities business, including sales methods, advertising and communications with the public, trade reporting, use and safekeeping of customers' funds and securities, margin lending, execution and settlement of securities transactions, minimum capital requirements, capital structure, record-keeping and disclosure, and the conduct of directors, officers and employees. The SEC, the NASDR or other self-regulatory organizations, such as securities exchanges, and state securities commissions, are authorized to conduct administrative proceedings, which can result in censure, fines, the issuance of cease-and-desist orders or the suspension or expulsion of a broker-dealer or any of its officers or employees, or the imposition of limitations on our business activities if wrongdoing is found.</R>

Securities Industry - International

We are expanding our network to allow access to U.S. securities trading to persons in other countries and intend to broaden our customers' abilities to trade securities in major global financial markets through the Internet. As we expand our services globally, we must comply with the regulatory requirements of each specific country in which we conduct business, including the countries where we have international alliances. Because the online brokerage industry is relatively new, the international regulatory environment is evolving and, in some cases, unclear. These laws, rules and regulations may concern many aspects of our business, including:

<R>Compliance with the requirements of other regulatory jurisdictions could impede our planned international expansion. We have not investigated and confirmed that our activities comply with the local laws and regulations of many of the countries whose residents use our software to buy and sell securities through our alliance brokers, and, therefore, the risks associated with our activities in those countries are unclear. The growth of conducting international business over the Internet has raised various legal issues regarding, among other things, the circumstances in which other countries' governmental agencies and authorities have or may have the right to regulate Internet services that are available to their citizens from service providers located elsewhere. If we fail to comply with foreign laws or regulatory requirements, we may be subject to civil and criminal liabilities.

Civil liability in some countries may include requiring us to compensate our customers for any trading losses. Regulations may limit our ability to help facilitate trading by our customers in international markets outside their home jurisdictions. </R>

Online Commerce

Due to the increasing popularity of the Internet, laws and regulations have been enacted relating to the Internet generally, covering issues such as user privacy, pricing, content, consumer protection and quality of products and services. The Telecommunications Act of 1996 prohibits the transmission over the Internet of certain types of information and content. Although certain of these prohibitions have been held unconstitutional, the increased attention focused upon these liability issues as a result of the Telecommunications Act could adversely affect the growth of the Internet and online commerce. In addition, several states have proposed legislation that would limit the uses of personal information gathered over the Internet. The European Union has enacted its own privacy regulations, which place certain limits on the collection and use of personal information gathered over the Internet that are more stringent than current Internet privacy standards in the United States. If these regulations were applied to us, we could be prevented from collecting data from users in European Union member countries and we could be subject to liability for use of information in contravention of the regulations. Other countries have adopted or may adopt similar legislation.

<R>On November 12, 1999, the Financial Services Modernization Act (the "Modernization Act") became law. Effective July 2001, pursuant to the Modernization Act, the SEC adopted Regulation S-P which puts into effect certain rules governing privacy of personal financial information. Regulation S-P requires financial firms to disclose to customers their privacy policies, and requires that customers be given an opportunity to "opt-out" of disclosure of personal information with non-affiliated third parties in specified circumstances.</R>

On June 30, 2000, the Electronic Signatures in Global and National Commerce Act (the "E-Signature Act") became law. The key provisions of the E-Signature Act give legal validity to electronic signatures in lieu of written signatures. We believe we will benefit from this (and similar state) legislation by giving new and prospective customers the ability to submit account applications on-line. We believe online (or "paperless") account opening will enhance administrative efficiency and reduce associated costs.

Ensuring compliance with these new statutes and associated regulations will result in additional administrative costs to the Company and the risk of governmental or customer legal action if we do not properly comply with all such rules and regulations.

We anticipate that we may be required to comply with additional record-keeping, data processing and other regulatory requirements as a result of proposed federal legislation or other legislative developments, and we may be subject to additional regulation as online commerce evolves. Federal or state authorities could enact laws, rules or regulations affecting our business or operations. We also may be subject to federal, state, local and foreign money transmitter laws and state, local and foreign sales and use tax laws.

RISK FACTORS

Much of the information included in this current report includes or is based upon estimates, projections or other "forward looking statements". Such forward looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.

<R>Such estimates, projections or other "forward looking statements" involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other "forward looking statements".

Our common shares are considered speculative. Prospective investors should consider carefully the risk factors set out below.</R>

We have a limited operating history which makes predicting our future operating results difficult and uncertain.

We began offering online direct access trading services in February 2001. As a result, we have a limited operating history upon which you can evaluate us and our prospects. Our limited operating history makes predicting our future operating results difficult. We have incurred an operating and net loss in each fiscal year since our founding and may continue to incur losses if our operating expenses increase more quickly than our revenues. Our ability to achieve profitability in the future will depend upon our ability to expand our brand awareness and customer base, increase our global market presence and enhance and maintain our proprietary technology. To achieve these goals, we will need to increase spending on marketing, technology, product development and other operating costs. To the extent that revenues do not increase as a result of this increased spending, we may not be able to achieve profitability in the future. If we do achieve profitability, we may not be able to sustain it. These circumstances raise substantial doubt about our ability to continue as a going concern as described in an explanatory paragraph to our independent auditor's opinion on the December 31, 2000 and 1999 consolidated financial statements. To the extent that such expenses are not timely followed by increased revenues, our business, results of operations, financial conditions and prospects would be materially adversely affected.

We have had negative cash flows from operations and may not be able to secure additional financing if we need it in the future.

To date, we have had negative cash flows from operations and have depended on sales of our securities to meet our cash requirements. We may need to raise additional funds to:

We may not be able to obtain additional financing on acceptable terms when we need it. If we require, but are unable to obtain, additional financing in the future, we may be unable to implement our business and growth strategies, respond to changing business or economic conditions, withstand adverse operating results, consummate desired acquisitions or compete effectively.

We may not be able to develop and increase public recognition of our SE Global and SE Global Trade brands.

<R>We believe that establishing and maintaining favorable consumer perception of our branded direct access trading software is critical to attracting and expanding our Internet customer base and alliances with financial institutions in key international markets. The importance of developing our brand will increase due to the growing number of Internet and financial services available to consumers. To build our brand, we must succeed in our marketing efforts, provide high-quality services and products, increase the number of visitors to our websites and continue to receive high ratings from leading financial and technology publications. If we do not accomplish each of these goals, our reputation could be harmed, and we may not be able to attract and retain customers and international partners.

We rely on our alliance brokers and on clearing firms which are outside of our control to process and clear orders.

All orders for U.S. securities placed through our SE Global Trade or SEG Lite branded software are processed through Allen Douglas Direct Inc. or Global-American Investments, Inc., each of whom are U.S. registered broker-dealers. Trades effected through Allen Douglas Direct Inc. are cleared by Penson Financial Services Inc., and trades effected through Global-American Investments, Inc. are cleared by Computer Clearing Services, Inc.

We rely entirely on our alliance brokers such as Allen Douglas Direct Inc. and Global-American Investments, Inc., and on clearing firms such as Penson Financial Services Inc. and Computer Clearing Services, Inc., to process and clear orders placed through our SE Global Trade or SEG Lite branded software in an accurate and timely manner. Any failure by any of these parties to do so could damage our reputation and adversely affect our business.

We may be adversely affected if the NASDR does not approve our acquisition of Global-American Investments, Inc.

Although we have recently completed the acquisition of all of the issued and outstanding shares of Global-American Investments, Inc., our control of Global-American Investments, Inc. is subject to NASDR approval. If we are unable to obtain such regulatory approval, we may be forced to sell our interest in Global-American Investments, Inc., which could adversely affect our business, including our ability to offer and expand our online financial services.</R>

We may not be able to manage our growth effectively or budget adequately for costs associated with our growth.

Our growth has placed, and is expected to continue to place, a significant strain on our managerial, operational and financial resources and systems. To manage our growth successfully we must continue to expand and improve our operational, information management and financial systems and controls on a timely basis. Our current senior management has limited experience managing a rapidly growing enterprise and may not be able to manage effectively our growth. We may not budget adequately for the costs associated with our continued growth, which could adversely affect our ability to offer and expand our online financial services.

We may not be able to hire and retain additional qualified personnel to support our growth.

To continue our growth, we will need to recruit additional high-level management personnel, including persons with marketing, financial and information technology experience. In addition, we must hire, train and retain a significant number of other skilled personnel, including persons with experience in the Internet, computer and brokerage industries. Because of the recent substantial growth in these industries, we have encountered intense competition for these personnel. Our success also depends on our ability to attract and retain additional qualified senior and middle managers and customer service representatives. We may not be able to find or keep additional suitable senior and middle managers, licensed brokers, clearing personnel, customer service representatives or technical personnel in the future.

Our operations may be disrupted by technological problems.

Our systems could be overwhelmed by heavy trading or could fail. We receive and process the overwhelming majority of our trade orders through the Internet. Heavy trading volumes could cause significant backlogs and delays in order execution or could cause our systems to fail. We may not be able to expand and upgrade our technology, transaction processing systems and network hardware and software to accommodate increased trading by our customers on a timely basis. Also, our systems, and those of the third parties on which we depend, may not operate properly in the event of:

<R>Our systems may be more likely to suffer problems while we implement upgrades to our network hardware and software. For example, other online brokerage firms have experienced systems interruptions due to undetected errors in upgraded software introduced to their networks. Additionally, our computer systems and those of the third parties on which we depend may be vulnerable to damage or interruption due to sabotage, computer viruses or other criminal activities or security breaches. For example, there have been recent incidents in which individuals have caused several hours of service interruption on major electronic commerce websites by flooding networks with a steady stream of data.</R>

The computer servers which house the direct access trading software which we license are housed at UUNET's Super Point of Presence data center located in Richardson, Texas. Although the facility is one of six in the United States that have enough backup power supply to last three full days in the event of a national disaster, any systems slowdowns or failures that disrupt our operations at this facility would impair our ability to execute our customers' orders. In addition, we depend upon computer systems operated by third parties to consummate and settle customer trades and to maintain customer accounts. If the systems of these third parties slow down significantly or fail even for a short time, our customers would suffer delays in trading. Any delays could be of particular concern for customers when there is significant stock price volatility. These delays could damage our reputation, result in the filing of formal complaints with, and the initiation of inquiries or proceedings by, industry regulatory organizations, cause customers to close their accounts with us and cause customers to incur substantial losses. We could be subject to claims or litigation with respect to these losses. For example, some of our competitors have been served with customer lawsuits after outages prevented customers from trading. Our property and business interruption insurance may not adequately compensate us for all losses we may incur.

We may lose customers if we encounter problems with Internet connections.

<R>We depend on content providers to provide us with data feeds on a timely basis. Our websites could experience interruptions in service due to a failure or delay in the transmission or receipt of this information. These interruptions could prevent our customers from accessing updated market information that they need to make quick investment decisions. In addition, our customers depend on Internet service providers, online service providers and other websites operators for access to our websites. Some of them have experienced significant outages in the past and could experience outages, delays and other difficulties due to system failures unrelated to our systems. These types of events could cause customers to perceive our websites as not functioning properly and therefore cause them to use traditional brokerage firms or other online brokerage firms to trade securities.</R>

Our current services may become obsolete and unmarketable if we are not able to respond adequately to rapidly changing technology and customer demands.

Our industry is characterized by rapid changes in technology and customer demands. As a result, our current services may quickly become obsolete and unmarketable. Our future success will depend on our ability to adapt to technological advances, anticipate customer demands, develop new services and enhance our current services on a timely and cost-effective basis. Further, our services must remain competitive with those of other companies with substantially greater resources. We may experience technical or other difficulties that could delay or prevent the development, introduction or marketing of new services or enhanced versions of existing services. Also, we may not be able to adapt new or enhanced services to emerging industry standards, and our new services may not be favorably received.

We may not be successful in pursuing new business opportunities, and we may not be able to compete successfully in any new business areas.

To date, our business activities have been limited almost entirely to providing direct access trading software and related market information. However, our growth may depend in part on our strategy of providing other online financial services, including banking, consumer credit, home mortgage brokerage services, insurance and merchandise payment, as well as the online distribution of securities in public offerings led by established investment banking firms. We may need to enter into acquisitions, joint ventures or other alliances to offer these additional financial services. We may not be able to identify suitable acquisition or partnership opportunities or enter into and maintain these arrangements on favorable economic terms. Further, we have no experience in providing these additional online financial services. If we enter new areas outside of our current business, we may be subject to additional regulatory and other requirements. We may not be successful in pursuing new business opportunities, and we may not be able to compete successfully in any new business areas.

Our growth could be impaired if we are not able to develop and maintain the relationships we need to implement our international strategy.

Our growth will depend, in large part, on the success of our international strategy. We have limited experience in providing our online direct access trading services internationally, and we will depend on financial institutions and brokerages in international markets to help us build our international operations. We depend upon each of our international partners to provide marketing expertise and a base of existing customers. If we are unable to develop and maintain these relationships or develop additional relationships in other countries, our ability to penetrate, and compete successfully in, foreign markets would be materially adversely affected. To implement fully our international strategy, we will need to expand our current relationships with international partners. These partners may not agree to expand these relationships.

We may be subject to liability if we fail to comply with applicable foreign regulatory requirements; there is uncertainty regarding these requirements.

We currently provide our services to customers in many countries around the world and intend to expand overseas activities significantly in the coming year. We must comply with the regulatory controls of each specific country in which we conduct business, including the countries where we have international alliances. We have not investigated whether our activities violate the local laws and regulations of many of the countries whose residents buy and sell securities through our direct access trading software and, therefore, the risks associated with our activities in these countries are unclear. The growth of conducting international business over the Internet has raised various legal issues regarding, among other things, the circumstances in which other countries have the right to regulate Internet services that are available to their citizens from service providers located elsewhere. Because the online brokerage industry is new, the international regulatory environment is evolving and, in some cases, unclear. If we fail to comply with foreign laws or regulatory requirements, we may be subject to civil and criminal liabilities. We could be subject to increased legal and administration burdens, regulatory requirements and expenses when we expand to allow trading by customers in international markets outside their home jurisdictions. Regulations may limit our ability to allow trading by U.S. customers in international markets.

Our growth could be impaired if we do not successfully handle other risks associated with international business.

There are risks inherent in doing business in international markets, particularly in the heavily regulated brokerage industry, including:

One or more of these factors may make it difficult for us to implement fully our business strategies, may materially adversely affect our current or future international operations and may cause the volume of transactions by international customers to be less than we anticipate.

If we are unable to provide our customers with critical market information because we fail to maintain our relationships with third-party providers of this content, our reputation could be harmed and we could lose customers.

<R>We rely on third-party content providers, including Dow Jones, Reuters, Sun Microsystems and VeriSign, to provide us with all of the financial information, market news, charts, stock quotes, research reports and other fundamental data that we offer to our customers. We may be unable to maintain these existing relationships. If we lose any of these relationships, we will need to find other content providers that can provide similar information on commercially reasonable terms and to integrate their information into our websites. During this potentially time-consuming process, our customers could be unable to access critical market information on our websites. If we are unable to provide our customers with fundamental market and financial data for any extended amount of time, our reputation could be harmed and we could lose customers.</R>

We could be subject to legal claims and our business could be harmed if there are breaches of our security or misappropriation of our customers' personal information.

Our computer systems may be vulnerable to physical or electronic computer break-ins, viruses and similar disruptive problems. A person who is able to circumvent our security measures could misappropriate proprietary information or cause interruptions in our operations. If a person is able to penetrate our network security or misappropriate our customers' personal financial or trading account information, we could be liable for unauthorized trades, impersonation or similar fraud claims. We could also be subject to claims for other misuses of personal information, such as for unauthorized marketing purposes. Any security breach or misappropriation of customer information could damage our reputation and materially adversely affect our business, financial condition and operating results. General concerns over the security of Internet transactions and the privacy of users could also inhibit the use of the Internet as a means of conducting commercial transactions, such as securities trades.

We could lose our competitive advantages if we are not able to protect any proprietary technology and intellectual property rights against infringement, and any related litigation could be time consuming and costly.

<R>Our success and ability to compete depend to a significant degree on the proprietary software and other technology reflected in the proprietary software which we license. If any of our competitors copies or otherwise gains access to the proprietary technology or develops similar software independently, we would not be able to compete as effectively. We also consider our service marks, particularly our family of "SE Global" marks and related design marks, invaluable to our ability to continue to develop and maintain the goodwill and recognition associated with our brand. The measures we, and Direct Access, take to protect the proprietary technology and other intellectual property rights, which presently are based upon a combination of confidentiality agreements and copyright, trade secret and trademark laws, may not be adequate to prevent their unauthorized use. Further, the laws of foreign countries may provide inadequate protection of such intellectual property rights. We may need to bring legal claims to enforce or protect such intellectual property rights. Any litigation, whether successful or unsuccessful, could result in substantial costs and diversions of resources. In addition, notwithstanding the rights we have secured in our intellectual property, other persons may bring claims against us that we have infringed on their intellectual property rights, including claims based upon the content we license from third parties or claims that our intellectual property right interests are not valid. Any claims against us, with or without merit, could be time consuming and costly to defend or litigate, divert our attention and resources, result in the loss of goodwill associated with our service marks or require us to make changes to our websites or other of our technologies.</R>

Our growth may be impaired and our current business may suffer if we do not successfully address risks associated with acquisitions.

<R>Our growth may depend in part upon our ability to acquire successfully other companies or technologies. We may encounter problems associated with acquisitions including:</R>

If we fail to comply with any applicable regulatory requirements, our business activities could be limited or prohibited.

<R>SE Global is not a securities dealer in its own right and has not sought such registration as a broker-dealer. All trade execution and support services are provided by the alliance brokers in compliance with local regulatory requirements. Our business operations may be subject to the stringent rules of the SEC, the NASDR and various other regulatory agencies. If we fail to comply with any such regulatory requirements, then any one of these regulatory agencies may take administrative or legal action to limit or prohibit us from doing business and other regulatory bodies could suspend or expel us or impose limitations on our business activities. As a result, we could ultimately be required to cease or discontinue expansion of business activities or to liquidate our business.</R>

We may be subject to legal claims in connection with the content we distribute.

We face potential indirect liability for claims of defamation, negligence, copyright, patent or trademark infringement, violation of the securities laws and other claims based upon the third-party content that we distribute online. For example, by distributing negative investment research information, we may find ourselves subject to defamation claims regardless of the merits of these claims. Computer failures may also result in our widely publishing and distributing incorrect data. In these and other instances, we may be required to engage in protracted and expensive litigation, which would divert our management's attention and require us to expend significant financial resources. Our general liability insurance may not necessarily cover any of these claims or may not be adequate to protect us against all liability that may be imposed. Any claims or resulting litigation could have a material adverse affect on our business, financial condition and results of operations.

Employee or customer misconduct could harm us and is difficult to detect and deter.

<R>There have been a number of highly publicized cases involving fraud or other misconduct by employees in the financial services industry in recent years, and we run the risk that employee misconduct could occur. Our employees could take unacceptable risks or hide from us unauthorized or unsuccessful activities. This misconduct could cause unknown and unmanaged risks or losses. Our employees could also make improper use of confidential information, which could result in regulatory sanctions and harm to our reputation. In addition, we are exposed to potential losses resulting from fraud and other misconduct by our customers, including fraudulent Internet trading, which could involve fraudulent access to legitimate customer accounts or the use of a false identity to open an account, or the use of forged or counterfeit checks for payment. The precautions we take to prevent and detect employee and customer misconduct may not effectively deter these activities. If we do not prevent or detect these activities, we may incur losses that we are not able to recover.</R>

The loss of members of our senior management or systems development teams could adversely affect our business.

<R>We believe that our ability to implement successfully our business strategy and to operate profitably depends on the continued employment of our senior management team, led by Toby Chu, our President and CEO.</R>

We do not maintain key man life insurance for any of our directors, officers or other key personnel. If we lose the services of one or more members of our management or systems development teams, our business, financial condition and results of operations may be materially adversely affected.

<R>Our By-laws provide that directors, officers, committee members and other persons shall have the rights to indemnification provided by Section 302A.521 of the Minnesota Statutes, which may discourage suits by our shareholders against such persons. The Minnesota Statutes, Section 302A.521, requires a corporation to indemnify any person who was or is a party, or who is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitral or investigative, by reason of the fact that such person:

Any such person is entitled to be indemnified against expenses, including attorney's fees, and against judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit or proceeding, if he or she acted, or failed to act, in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. All indemnification must be reported to the shareholders in writing no later than the next annual meeting. In some instances a court must approve such indemnification.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to any of our directors, officers and controlling persons under Minnesota law or otherwise, we have been advised the opinion of the Securities and Exchange Commission is that such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event a claim for indemnification against such liabilities (other than payment by us for expenses incurred or paid by one of our directors, officers or controlling persons in successful defense of any action, suit, or proceeding) is asserted by a director, officer or controlling person in connection with any securities that may be registered under the Securities Act of 1933, we 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 of whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.<R>

We do not currently have a shareholder rights plan or any anti-takeover provisions in our By-laws. Without any anti-takeover provisions, there is no deterrent for a take-over of our company, which may result in a change in our management and directors.

If the use of the Internet does not continue to grow or its growth cannot be supported by its infrastructure, the growth in usage of our online services could be impaired.

Our market is new and rapidly evolving. Our business will be adversely affected if Internet usage does not continue to grow. Use of the Internet may be inhibited by a number of factors, including:

<R>If Internet usage continues to grow, the Internet infrastructure may be unable to support the demands placed on it by this growth. The Internet's performance and reliability may decline. In addition, websites have experienced interruptions as a result of outages and other delays occurring throughout the Internet infrastructure. If these outages or delays frequently occur in the future, Internet usage, as well as usage of our websites and online brokerage services, could grow more slowly or decline.</R>

If the use of online brokerage services is not readily accepted, the growth in usage of our online services would be impaired.

<R>Our online direct access trading related services involve a new approach to securities trading. Individuals who have relied upon traditional means of commerce in the past may not accept, or may be slow in accepting, this new and very different method of conducting business. For example, investors who trade with more traditional brokerage firms, or even discount brokers, may be reluctant to trade securities over the Internet. Also, concerns and adverse publicity about security and privacy on the Internet or systems failures by us or other online brokerage firms could hinder the growth of online brokerage trading.

Our alliance brokers may facilitate day trading, which are subject to significant risks and increased regulatory scrutiny.

Our alliance brokers may facilitate transactions for customers that are engaged in day trading. Day trading involves rapidly buying and selling stock in the hope that stocks will continue to climb or fall in value allowing a day trader to lock in quick profits. Because day trading is extremely risky, the SEC and NASDR have heightened their review of day trading broker-dealers. Further, because many day traders are not sophisticated, the number of complaints or lawsuits against brokers may increase due to day traders blaming the broker for their loss. As a result, failure by a broker-dealer to comply with regulatory requirements or the initiation of litigation against a broker-dealer may have an adverse effect on our business revenues.</R>

Intense competition in the online brokerage industry could impair our ability to grow and achieve profitability.

<R>We may not be able to compete effectively with current or future competitors. The market for online brokerage services over the Internet is new, rapidly evolving and intensely competitive. We expect this competition to further intensify in the future. In the United States, we face direct competition from a growing number of independent online brokerage firms, as well as traditional discount brokerage firms providing online and/or touch-tone telephone services. We are also encountering competition from established full commission brokerage firms, mutual fund sponsors and other financial organizations, some of which are actively expanding their online capabilities. In addition, we may face increased competition from commercial banks and other financial institutions, insurance companies and providers of online financial and information services, as these companies expand their product lines. We also face increasing competition in international markets, both from international competitors and U.S.-based brokerage firms that have established or acquired international operations or entered into partnerships with international brokerage firms. Many of our existing and potential competitors may:</R>

This may place us at a disadvantage in responding to our competitors' pricing strategies, technological advances, marketing campaigns, global expansion, alliances and other initiatives. Some of our competitors conduct more extensive promotional activities and offer lower prices to customers than we do, which could allow them to gain greater market share or prevent us from increasing our market share. In the future, we may need to decrease our prices if our competitors continue to lower their prices. Our competitors may be able to respond more quickly to new or changing opportunities, technologies and customer requirements. This is particularly true because of the substantial resources being devoted by our principal competitors to marketing and technology development efforts. Further, to the extent our competitors are able to attract and retain customers based on the convenience of one-stop shopping or because of international operations or arrangements, our business and ability to grow could be materially adversely affected. To be successful, we must establish and strengthen our brand awareness and effectively differentiate our online services from those of our competitors. We may therefore have to substantially increase marketing or technology expenditures in order to compete effectively.

<R>Since our formation, almost all our revenues have been from providing online trading software, financial information and related services. We expect this business to continue to account for a substantial majority of our revenues in the near future. Therefore, we are directly affected by the same factors which affect the rest of the securities industry. These factors include economic and political conditions, broad trends in business and finance and changes in securities trading volumes and price levels. Each of these factors is beyond our control. The U.S. and international securities markets have fluctuated significantly in the past several years. A downturn in the U.S. securities markets would, and a downturn in international securities markets could, adversely affect our operating results. Recently, the market for technology and Internet-related stocks has been especially volatile. We believe an unusually large or extended downturn in this market could have a significant adverse effect on us because many of our customers invest in these types of stocks. In previous stock market declines, many firms in the securities industry suffered financial losses, and the level of individual investor trading activity temporarily decreased. In the future, any decrease in trading activity may not be temporary. In addition, customers using our software could suffer substantial losses in a market downturn and the customers may not trade to the same extent they traded before the downturn or at all. Declines in trading volume adversely affect our results of operations because our marketing fees, software licensing fees and order flow revenues are directly related to the number of trades that are processed. For these reasons, severe market fluctuations could have a material adverse effect on our business, financial condition and results of operations. Some of our competitors with greater financial resources and more diversified business lines might withstand a downturn in the securities industry better than we would.</R>

We operate in a highly regulated industry and compliance failures could adversely affect our business.

Our business could be harmed if we fail to comply with U.S. securities and online brokerage industry regulations. As a participant in the U.S. securities industry, we are subject to extensive federal and state regulation and the regulation of various self-regulatory organizations. The rules, laws and regulations are strictly enforced by: <R>

These laws, rules and regulations focus on the protection of customers and the securities markets, rather than protection of creditors and stockholders of broker-dealers. Because the online brokerage industry is a new and rapidly evolving industry, its regulatory environment may be particularly subject to changes. Further, the SEC and NASDR are focusing significant attention on online trading due to the opportunity for abuse of federal securities laws and broker-dealer laws and the ease with which individual investors can quickly lose large sums of money. In recent years, various regulatory and enforcement agencies have been reviewing service and other issues, including systems capacity, customer access, best execution practices and advertising claims, as they relate to the online brokerage industry, including us. These reviews may result in enforcement actions or new regulations. If we fail to comply with the securities laws, rules or regulations, we could be suspended, censured or fined, receive a cease and desist order or have limitations imposed on our business activities. If we suffer any of these consequences, our business, financial condition and operating results could be materially adversely affected. In a worst-case situation, we could ultimately be required to liquidate our business. In addition, if we engage in underwriting activities in the future, we will be subject to various federal and state securities laws, rules and regulations regarding the process by which we sell and distribute securities to the public. If we fail to comply with these laws, rules and regulations, we could be subject to enforcement actions and civil claims which could be costly to defend and could damage our reputation. Our operations and profitability could also be directly affected by additional legislation, changes in rules promulgated by the SEC, the NASDR, the Board of Governors of the Federal Reserve System, state regulators, the various securities exchanges and other self-regulatory organizations, or changes in the interpretation or enforcement of existing laws and rules.</R>

Our business could be harmed if new laws and government regulations relating to the Internet are adopted. Laws and regulations may be adopted in the future that address issues such as privacy, pricing, tax treatment, consumer protection standards and the characteristics and quality of online products and services. For example, the Telecommunications Act of 1996 sought to prohibit transmitting certain types of information and content over the Internet. Several telecommunications companies have petitioned the Federal Communications Commission to regulate Internet service providers in a manner similar to long distance telephone carriers and to impose access fees on these companies. The Federal Communications Commission recently decided that a web user's telephone calls to gain access to the Internet are interstate communications and, thus, subject to regulation by the federal government. Increased regulation of the Internet could increase the cost of transmitting or using data over the Internet. A number of proposals have been made at the federal, state and local levels and by foreign governments that could impose taxes on online commerce. The three-year moratorium preventing state and local governments from taxing Internet access, taxing electronic commerce in multiple states and discriminating against electronic commerce is scheduled to expire on October 21, 2001. If the moratorium ends, state and local governments could impose these types of taxes or discriminate against electronic commerce. In addition, existing state and local laws that tax Internet-related matters were expressly excluded from this moratorium. These regulations and other attempts at regulating commerce over the Internet, could impair the viability of online commerce and the growth of our business.

Several states have proposed legislation that would limit the uses of personal information gathered using the Internet. The Federal Trade Commission and state and local authorities have been investigating Internet companies regarding their use of personal information. The European Union has enacted its own privacy regulations, which may result in limits on the collection and use of personal information gathered over the Internet that are more stringent than current Internet privacy standards in the United States. If these regulations were applied to us, we could be prevented from collecting data from users in European Union member countries and we could be subject to liability for use of information in contravention of the regulations. Other countries have adopted or may adopt similar legislation. Our privacy programs may not conform with laws or regulations of the United States or other countries that are adopted. In addition, changes to existing laws or the passage of new laws intended to address these issues could, among other things:

Moreover, it may take years to determine the extent to which existing laws relating to issues such as property ownership, libel and personal privacy are applicable to the Internet. Any new laws or regulations relating to the Internet or new interpretations of existing laws or regulations or violations of these laws or regulations could materially adversely affect our business, financial condition or operating results.

If we are unable to protect our Internet domain name, our efforts to increase public recognition of our brand may be impaired.

<R>We currently hold the Internet domain names "seglobal.com", "seglobaltrade.com" and various other related names. The acquisition and maintenance of domain names generally is regulated by governmental agencies and their designees. The regulation of domain names in the United States and in foreign countries is subject to change. As a result, we may be unable to acquire or maintain relevant domain names in all countries in which we intend to conduct business. This could impair our efforts to build brand recognition and to increase traffic to our websites. Furthermore, the relationship between regulations governing domain names and laws protecting trademarks and similar proprietary rights is unclear. Therefore, we may be unable to prevent third parties from acquiring domain names that are similar to, infringe upon or otherwise decrease the value of our trademarks and other proprietary rights.</R>

Capital Alliance Group Inc. can control matters requiring stockholder approval because they own a large percentage of our common stock and it may vote this common stock in a way with which you do not agree.

Capital Alliance Group, our parent, owns approximately 84% of our outstanding common stock. As a result, Capital Alliance has the ability to exercise a controlling influence over our business and corporate actions requiring stockholder approval, including the election of our directors, a sale of substantially all our assets, a merger with another entity or an amendment to our certificate of incorporation. This concentration of ownership could delay, defer or prevent a change of control and could adversely affect the price that investors might be willing to pay in the future for shares of our common stock. Also, in the event of a sale of our business, Capital Alliance could elect to receive any control premium to the exclusion of other stockholders. Capital Alliance will also have the ability to nominate and elect our directors and executive officers even if our other stockholders believe other management would be better for us.

If the market price of our common stock fluctuates widely, you may not be able to sell your shares at or above the price at which you purchase them and, therefore, you may suffer a loss on your investment.

We believe the following factors could cause the market price of our common stock to continue to fluctuate widely and could cause our common stock to trade at a price below the price at which you purchase your shares:

The market price for our common stock may also be affected by our ability to meet or exceed expectations of analysts or investors. Any failure to meet these expectations, even if minor, could materially adversely affect the market price of our common stock. In addition, the market prices of equity securities of technology and Internet companies often fluctuate significantly for reasons unrelated to the operating performance of these companies. The trading prices of many technology and Internet companies have reached historical highs within the last year and have reflected relative valuations substantially above historical levels. During the same period, these companies' stocks have also been highly volatile and have recorded lows well below such historical highs. Our common stock may not trade at the same levels as other Internet stocks, and Internet stocks in general may not sustain their current market prices. In the past, following periods of volatility in the market price of a company's securities, securities class action litigation has often been instituted against that company. If any securities litigation is initiated against us, we could incur substantial costs and our management's attention and resources could be diverted from our business.

Our stock price may decline if a large number of shares are sold or there is a perception that these sales may occur.

<R>As of July 31, 2001, there were 14,417,085 shares of our common stock outstanding, of which approximately 84% are held by Capital Alliance. Capital Alliance may sell its shares in the public markets from time to time, subject to limitations imposed by federal securities laws. The market price of our common stock could decline as a result of sales of a large number of shares of our common stock by Capital Alliance or other stockholders in the market, or the perception that these sales could occur. These factors also could make it more difficult for us to raise funds through future offerings of our equity securities.</R>

<R>Our common shares are subject to rules promulgated by the SEC relating to "penny stocks," which apply to companies whose shares are not traded on a national stock exchange or on the Nasdaq system, trade at less than $5.00 per share, or who do not meet certain other financial requirements specified by the SEC. These rules require brokers who sell "penny stocks" to persons other than established customers and "accredited investors" to complete certain documentation, make suitability inquiries of investors, and provide investors with certain information concerning the risks of trading in the such penny stocks. These rules may discourage or restrict the ability of brokers to sell our common shares and may affect the secondary market for our common shares. These rules could also hamper our ability to raise funds in the primary market for our common shares.</R>

PLAN OF OPERATION

<R>For the six months ended June 30, 2001, we expended $157,000 to operate our business. Areas of significant expenditure include marketing and advertising, salaries and benefits, consulting fees, news and data feeds, and websites development costs. As at June 30, 2001, we had approximately $1.1 million of cash on hand. We are also funded by our majority shareholder, Capital Alliance Group Inc. At the present time, we do not generate any significant revenues. With no revenues and a monthly burn rate of $157,000, we have enough funds to continue our operations for the next seven months. We intend to obtain the balance of our cash requirements through the sale of our equity securities, proceeds received from the exercise of outstanding options, continued financing from our majority shareholder, Capital Alliance Group, and, by obtaining debt financing. Our company plans to reduce expenditures on salaries and benefits, consulting fees, and websites development. The targeted amount is a reduction of $25,000 per month to $50,000 per month, which would leave us with a monthly burn rate of $107,000 to $132,000 per month.

We expect that our monthly burn rate will decrease when we begin to generate revenues. Revenues are expected to be generated internally and through acquisitions beginning in the third quarter of fiscal 2001.

To achieve our goals and objectives for the next 12 months, we plan to raise additional capital through private placements of our equity securities. We would like to raise a minimum of $500,000 subject to the equity market conditions. Ideally, if the equity markets improve dramatically over the next 12 months then we would like to raise $3 million. Funds from any equity financing would be used for marketing and advertising of our licensed direct access stock-trading software, strategic acquisition of existing businesses that complement our market niche, and general working capital purposes.

We have acquired all of the issued and outstanding shares of Global-American Investments, Inc., a registered broker-dealer organized under the laws of the state of Arizona, pursuant to a stock purchase agreement dated May 25, 2001. We paid $38,500 for our interest in Global-American Investments, Inc. In addition, Global-American Investments, Inc. distributed its deposits in the approximate aggregate amount of $40,000 held with Computer Clearing Services, Inc., to the vendors of the Global-American Investments, Inc. shares. We anticipate that we will need to contribute an additional $70,000 in working capital to Global-American Investments, Inc.

Subject to, and upon receipt of NASDR approval of our acquisition of Global-American Investments, Inc., we plan to transfer or license a significant part of our existing business operations to Global-American Investments, Inc. thereby streamlining administration of our business. If we are unable to obtain such regulatory approval, we may be forced to sell our interest in Global-American Investments, Inc.

We also plan to acquire at least one other US based broker-dealer with existing revenues and cash flow, subject to receipt of all necessary regulatory approvals. We anticipate that such an acquisition will cost $100,000 to $150,000, and that we will have to contribute an additional $100,000 for deposits and working capital. Although we have entered into a confidential letter of intent with respect to such acquisition, we have determined in consultation with our auditors that the acquisition is not probable, and that the acquisition therefore does not meet the requirements for inclusion of financial statements as outlined in Item 310 (c) of Regulation S-B, for the following reasons:

If we raise $3 million we anticipate this will provide sufficient funds for corporate overhead, more strategic acquisitions to build our company internationally, and the expansion of our business development and marketing programs.

On March 12, 2001, we acquired and announced the international distribution rights to a non browser-based direct access stock-trading platform, branded "SE Global Trade". Over the next 12 months, we will concentrate on marketing this product to the active stock-trader segment internationally, through our global alliance of brokerage firms, marketing representatives and our business development team. Our recent acquisition of Global-American Investments, Inc. and the planned acquisition of the at least one additional US broker-dealer are anticipated to provide us with revenues and a cash flow stream.

We do not anticipate incurring any significant expenditures on research and development for the next 12 months.

The international active stock-trader segment is the key market segment that we will focus upon. In particular, our company's marketing strategy is to market the direct access stock-trading software through the following channels:

Initially, we will concentrate our marketing resources on our relationships with brokerage firms within our international network. Through our company's business development team, marketing efforts will be dedicated to generating agreements with these brokerage firms who will direct clients to SE Global Trade. As this network grows, we anticipate that the brokerage firms will continue to be responsible for the majority of direct marketing costs.

Additionally, we will continue to pursue and develop targeted marketing efforts through Internet marketing, targeted advertising, sponsorships, co-branding, trade shows, corporate videos, public relations and the development of collateral marketing materials. Together, these marketing elements are intended to attract software users, build market awareness, educate the investing public and develop brand name recognition.

<R>While marketing and user acquisitions costs are minimized through leveraging the brand recognition and reputation of our global network of brokerage firms, we will incur marketing costs through business development and direct marketing efforts. The cost of these marketing efforts over the next 12 months is anticipated to be at least $150,000.</R>

<R>We currently have 12 employees and two independent consultants. Of the 12 employees, one is the CEO, one is the CFO, four are in business development and marketing, one is in research, one is in investor relations, two are in corporate administration, and two are in technical support. Of the two independent consultants, one is in technical support and marketing, and one is in corporate administration and marketing. We plan to add employees and independent consultants through strategic acquisitions of complementing businesses over the next 12 months.</R>

We do not anticipate any significant purchase or sale of equipment for the next 12 months.

DESCRIPTION OF PROPERTY

Capital Alliance Group, Inc. leases approximately 3,526 square feet of office space located at Suite 1200, 777 West Broadway, Vancouver, British Columbia, Canada under a lease which expires on August 31, 2005. Through our subsidiary, SE Global (Private), we rent a portion of these leased premises for approximately $2,500 per month. Our portion of these premises house our principal executive offices.

<R>SE Global (Private) also leases approximately 160 square feet of office space located at Suite 3416, 1155 Rene Levesque Ouert, Montreal, Quebec, Canada under a month to month lease for a monthly rent of approximately $650 per month.

Through our wholly owned subsidiary, SE Global Equities Company Limited, we lease approximately 2,500 square feet of office space located at Unit 5507, 551F, The Centre, 99 Queen's Road central, Hong Kong, under a lease which expires on February 28, 2003 for a monthly rent of HK $67,149 (approximately $8,620) and HK $13,678 (approximately $1,755) for management costs.</R>

Through our subsidiary, SE Global Equities Company Limited, we lease approximately 158 square feet of office space located at Unit 2518, 25/F, M. thea Tower, 87 Wireless Road, Bangkok, Thailand under a lease which expires on November 30, 2001 for a monthly rent of ThB 31,000 plus taxes of ThB 2,170 (approximately $700).

MANAGEMENT

<R>Directors and Executive Officers of SE GLobal</R>

All directors of our company hold office until the next annual meeting of the shareholders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office.

Our directors, executive officers and key employees, their ages, positions held, and duration as such, are as follows:

Business Experience

The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee, indicating the principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

Toby Chu, CEO, President and Director

<R>Toby Chu has been the President, Chief Executive Officer and a director of Capital Alliance Group since 1986, which was the parent company of SE Global (Private) prior to its acquisition by Future Technologies. Mr. Chu has also served as President, Chief Executive Officer and a director of SE Global since its incorporation in October 1999. Mr. Chu devotes his attention on a full time basis to the activities of Capital Alliance Group and its subsidiaries. Prior to his involvement with Capital Alliance Group and SE Global, Mr. Chu was the operations manager of a major food distribution company that grossed $10 million in annual sales. He was also a director of three other computer-related companies that grossed over $25 million in 1992. In 1993, Mr. Chu was awarded the honor of "Top 40 Business People Under the Age of 40" by the newspaper, Business in Vancouver. He guided one of Capital Alliance Group's former subsidiaries, ANO Office Automation, to become the "33rd Fastest Growing Company out of 100 Companies in Canada" (PROFIT magazine, 1993), the "24th Fastest Growing Company out of 50 Companies in British Columbia" (Business In Vancouver, 1994), and "Top 100 Public Companies in Vancouver" (Business In Vancouver, 1996). Mr. Chu was nominated for the "Entrepreneur of the Year Award" sponsored by Ernst & Young Chartered Accountants and Montreal Trust and was short-listed as one of the top 30 finalists among 300 nominees across Canada. In the same year, Mr. Chu was selected by the Asia Pacific Foundation of Canada to participate in the published case study, "Succeeding Profiles of Chinese Canadian Entrepreneurs". Mr. Chu has extensive contacts in Asia and North America, which is invaluable for the global expansion plans for Capital Alliance Group and its subsidiaries.

Charles Chen, Director

Charles Chen has been the President of CIBT School of Business (China) ("CIBT") since 1994, and a director of SE Global (Private) since October 1999. CIBT is also a subsidiary of Capital Alliance Group. Mr. Chen holds a Master of Chemical Science degree from the South China University of Technology, a Master of Science degree from the University of British Colombia (1994), and a MBA degree from City University. Mr. Chen is responsible on a full time basis for CIBT's affairs in China, including course development, strategic planning, and negotiating contracts and agreements. Prior to joining CIBT, Mr. Chen worked for various companies in Asia Pacific and China, and has held senior positions including Managing Director of a manufacturing/trading company, Wally HK Co. Ltd., in Hong Kong. Having lived and worked in China, Mr. Chen has established contacts in Asia Pacific, and has a solid understanding of the political and cultural sensitivities and the bureaucratic system and procedures in China.

Ken Lee, Director

Ken Lee earned his Bachelor of Commerce degree with Honours and Distinction from the University of Saskatchewan. Mr. Lee further obtained his Chartered Accountant designation while with the accounting firm Arthur Anderson & Co. Mr. Lee has been a self-employed consultant since February 1992, and provides consulting services in the areas of strategic management, business process redesign, organizational review, and financial analysis, planning and control. Mr. Lee has extensive experience in business and management consulting, accounting, auditing and finance. His experience also lends itself to the area of taxation where he practices in a number of industries including financial institutions, utilities, computer and electronic technology, forestry, and small business. Mr. Lee brings to the board an extensive background in strategic and financial management.

Sukanya Prachuabmoh, Director

Sukanya Prachuabmoh was appointed to Family Court Judge of Thailand in 1999 by his majesty the King, Rama IX. In addition to her experience in the public service sector, Ms. Prachuabmoh is an established businessperson who has business interests in market sections ranging from banking, real estate, food, entertainment, and technology. Ms. Prachuabmoh is the Chairperson for Bovis (Thailand) Company Limited, a company specializing in the construction of airports, hospitals, schools, theaters, arenas, and offices. The Bovis Company spans 100 years of history, 36 countries, and six continents. Ms. Prachuabmoh is also Chairperson of the Datamat Public Company Limited, with business focus on computer system integration sales and servicing relating to major system installations. In addition, Ms. Prachuabmoh is a Director of the Rattanakonsin Institute of Technology, a fully accredited institution that focuses on medicine, computer science, engineering, and business management.

Dave Richardson, Director

Dave Richardson has been the President of Countryman Investments Limited since 1989 and also serves as President of its subsidiary Investor First Financial Inc. Prior to becoming President of Investor First Financial Inc., Mr. Richardson worked with the family business, James Richardson and Sons Limited. For more than 15 years he gained extensive working and management experience in various agricultural divisions and securities, the grain business, as well as involvement with subsidiary and associated companies. Concurrent with and supplemental to his experience with the family enterprise, Mr. Richardson was actively involved in government lobby activities. He was a founding member and director of the Asia Pacific Foundation and was co-leader in various government trade missions to Asia while on the board of the Canada China Trade Council. Mr. Richardson has served as director on many boards during the past 25 years as well as having been a past member of numerous charities and philanthropic activities. Currently, Mr. Richardson is a director of the following companies: Ducks Unlimited (Director Emeritus), Novus Telecom Group, Inc., AVVA Technologies, Inc., International Kodiak Resources, Inc., Capital Alliance Group, and SE Global.

Prithep Sosothikul, Director

Prithep Sosothikul earned his Bachelor of Science degree in Computer Science at the University of Missouri at Rolla in 1980. Mr. Sosothikul is a well-known business executive in Thailand with extensive contacts throughout Southeast Asia's IT industry including Singapore, Cambodia, India, Laos, Malaysia and the Philippines. Mr. Sosothikul completed his studies in the United States and returned to Thailand in 1980. Since his return to Thailand, he has worked for major international corporations such as Loxley Public Co., Ltd., the Seacon Group, Datamat Public Company Ltd., HCL, and Perot Systems of Singapore. For three years, he served as the president and executive director of Datamat Public Company Ltd. of Bangkok, Thailand. During these years, he guided Datamat in its international expansion plan and doubled their annual revenue from approximately $43 million to over $86 million. Among other accomplishments, Mr. Sosothikul was the founder and managing director of Seacon Co. Ltd. a real estate development company. He was also responsible for establishing corporate and marketing policies for Seacon Center, the fifth largest shopping center in the world, and the largest in Asia. he is also a Director of various private and public companies in Thailand with total revenue exceeding $100 million dollars. Mr. Sosothikul has been employed by SE Global (Private) since October 1999 as its Chief Strategic Officer. From May 1998 to May 1999, Mr. Sosothikul was the Country Manager for HCL-Perot Systems in Singapore, and from May 1993 to September 1997, he was the President of Datamat Public Company Limited in Thailand.

Tim Leong, Key Employee and Chief Financial Officer for SE Global and Capital Alliance Group

Mr. Tim Leong is responsible for the financial matters of Capital Alliance Group and its subsidiaries. Mr. Leong has been the Secretary of CIBT since February 1996 and its Chief Financial Officer since May 1997. In addition, he has been the Chief Financial Officer of Capital Alliance Group since July 1995 and served as a director from July 1995 to July 1996. Prior to joining Capital Alliance Group in 1994, Mr. Leong was a Senior Manager at Dyke & Howard, Chartered Accountants, and an auditor at Price Waterhouse, Chartered Accountants.</R>

Michael Teryazos, Key Employee and Senior Vice President Business Development, Europe and Latin America for SE Global

Mr. Michael Teryazos joined SE Global after having served over four years in the international equity trading department of Brockhouse & Cooper, which boasts a client list of over 100 institutional fund managers & pension plans. At Brockhouse & Cooper, his direct responsibilities included developing a global network of local executing brokers situated in over 40 mature and emerging markets. Prior to working in the securities industry, Mr Teryazos worked for Letmic Management in the venture capital field where he was directly involved in seeking institutional investors and strategic partners for emerging growth companies.

Other than as set forth below, there are no family relationships between any director or executive officer. Toby Chu, our President and CEO, and Tim Leong, our Chief Financial Officer, are brothers-in-law.

None of our directors, executive officers, key employees or control persons have been involved in any of the following events during the past five years:

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

<R>The following table sets forth, as of July 31, 2001, certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than five percent (5%) of our common stock and by each of our current directors and executive officers. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

EXECUTIVE COMPENSATION

Prior to the reverse acquisition, none of the inactive public company's officers and directors received any form of compensation for services rendered in the fiscal year ended September 30, 2000, or during the three-month period ended December 31, 2000.

None of SE Global's officers received compensation which exceeded $100,000 for the year ended December 30, 2000. Mr. Toby Chu, our President and CEO, draws an annual salary of $36,000 before bonuses.

We do not have management agreements or employment contracts with any of our directors or executive officers.

There were no grants of stock options or stock appreciation rights made by the inactive public company prior to the completion of the reverse acquisition to our executive officers and directors. There were no stock options outstanding on February 21, 2001, the date of the completion of the reverse acquisition.

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers, except that our directors and executive officers may receive stock options at the discretion of our board of directors. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors.

We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $60,000 per executive officer.

On February 22, 2001, we adopted our 2001 Non-Qualified Stock Option Plan.

We established the 2001 Non-Qualified Stock Option Plan to serve as a vehicle to attract and retain the services of key employees and to help them realize a direct proprietary interest in us. The 2001 Plan provides for the grant of up to 1,400,000 non-qualified stock options. Under the 2001 Plan, officers, directors, consultants and employees are eligible to participate. The exercise price of any stock option granted under the 2001 Plan may not be less than 100% of the fair market value of our common stock on the date of grant. The exercise price of options granted to an individual whose holdings exceeding 10% of voting power must be at 110% of the fair market value on the date of grant. Shares subject to options under the 2001 Plan may be purchased for cash. Unless otherwise provided by the board, an option granted under the 2001 Plan is exercisable for a term of ten years (or for a shorter period up to ten years). An option granted to an individual whose holdings exceed 10% of the voting power is exercisable for a term of 5 years. The 2001 Plan is administered by the board of directors, which has discretion to determine optionees, the number of shares to be covered by each option, the vesting and exercise schedule, and any other terms of the options. The purchase price and number of shares of each option may be adjusted in certain cases, including stock splits, recapitalizations and reorganizations. The 2001 Plan may be amended, suspended or terminated by our board of directors, but no action may impair rights under a previously granted option. Options under the 2001 Plan can not be assigned except in the case of death and may be exercised only while an optionee is employed by us, or in certain cases, within a specified period after employment ends.

On February 22, 2001, we granted an aggregate of 1,275,000 stock options at an exercise price of $2.00 per share to various directors, officers and employees of SE Global (Pubco) or its subsidiaries.

We reimburse our directors for expenses incurred in connection with attending board meetings and the inactive public company did not pay director's fees or other cash compensation for services rendered as a director prior to February 21, 2000, the date we completed the reverse acquisition.

We have no formal plan for compensating our directors for their service in their capacity as directors although such directors are expected to receive in the future options to purchase shares of common stock as awarded by our board of directors or (as to future options) a compensation committee which may be established in the future. The board of directors may award special remuneration to any director undertaking any special services on behalf of Merlin other than services ordinarily required of a director. Other than indicated in this registration statement, no director received and/or accrued any compensation for his or her services as a director, including committee participation and/or special assignments.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers, and persons who own more than 10% of our common stock, to file with the Securities and Exchange Commission initial reports of beneficial ownership on Forms 3 and reports of changes in beneficial ownership of common stock and other equity securities on Form 4. Officers, directors, and greater than 10% shareholders are required by SEC regulations to furnish to us copies of all Section 16(a) reports that they file. To our knowledge, based solely on a review of the copies of such reports furnished to us, all Section 16(a) filing requirements applicable to its officers, directors, and greater than 10% beneficial owners were complied with for the period ended February 21, 2001.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Except as otherwise indicated below, we have not been a party to any transaction, proposed transaction, or series of transactions in which the amount involved exceeds $60,000, and in which, to its knowledge, any of its directors, officers, five percent beneficial security holder, or any member of the immediate family of the foregoing persons has had or will have a direct or indirect material interest.

On February 21, 2001, we issued 12,073,578 shares of restricted common stock to Capital Alliance Group, Inc. in exchange for all of Capital Alliance Group's capital stock in SE Global (Private). As a result of the transaction, Capital Alliance Group now holds approximately 84% of the issued and outstanding common stock. Toby Chu is an officer, director and principal stockholder of Capital Alliance Group, and became our President, CEO and a director as a result of the transaction. Prior to our acquisition of SE Global, there were no affiliations or transactions between us and any of SE Global or Capital Alliance Group.

On March 7, 2000, we sold 147,087 shares of our common stock to Craig Laughlin, one of our former officers and directors, for $8,825. On March 6, 1999, we sold 1,000,000 shares of common stock to Mr. Laughlin for $10,000. No underwriter or broker was involved in the transactions, and no commissions were paid on the sale of the shares. The shares were offered and sold in reliance on the exemption set forth in Section 4(2) of the Securities Act of 1933.

On March 6, 1999, the Company sold 1,000,000 shares of common stock to Mr. Laughlin for $10,000. No underwriter or broker was involved in the transactions, and no commissions were paid on the sale of the shares. The shares were offered and sold in reliance on the exemption set forth in Section 4(2) of the Securities Act of 1933.

<R>During the year consulting and websites development costs totalling $154,425 were paid to Irix Design Group Inc., a private company controlled by Capital Alliance Group, Inc., our majority shareholder. During the year management fees of $27,500 were accrued to one of our directors of which $18,000 remains unpaid at year end.</R>

The amount of $1,517,279 is due to Capital Alliance Group, Inc., our majority shareholder, and is non-interest bearing and has no specific terms of repayment.

MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock is quoted on the OTC Bulletin Board under the symbol "SEGB". Prior to April 23, 2001, our common stock traded under the symbol "FTUT". Our common stock began quotation on the OTC Bulletin Board under the symbol "FTUT" on October 26, 2000. The following quotations reflect the high and low bids for our common stock based on inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions. The high and low prices of our common stock for the periods indicated below are as follows:

<R>

Our common shares are issued in registered form. Fidelity Transfer Co., 1800 S. West Temple, Suite 301, Salt Lake City, Utah 84115 (telephone: (801) 484-7222, facsimile (801) 466-4122), is the registrar and transfer agent for our common shares.

As of July 18, 2001, we had 14,417,085 shares of common stock outstanding and approximately 230 stockholders of record. This number of stockholders does not include stockholders who hold our securities in street name.</R>

We have not declared or paid any other cash dividends since inception. Although there are no restrictions that limit our ability to pay dividends on our common shares, we intend to retain future earnings, if any, for use in the operation and expansion of our business and do not intend to pay any cash dividends in the foreseeable future.

LEGAL PROCEEDINGS

We know of no material, active or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

<R>SE Global's board of directors approved a change of accountants from S.W. Hatfield, C.P.A. to Labonte & Co. on June 7, 2001, and a Current Report on Form 8-K was filed in respect of the change on June 13, 2001.

SE Global provided S.W. Hatfield, C.P.A. with a copy of the original Current Report on Form 8-K on June 14, 2001, subsequent to its filing with the Securities and Exchange Commission, and requested that he furnish SE Global with a letter addressed to the Securities and Exchange Commission stating whether he agrees with the statements made in the original Current Report on Form 8-K, and if not, stating the aspects with which he does not agree.

In his letter to the Securities and Exchange Commission dated June 19, 2001, a copy of which was filed as an exhibit to SE Global's amended Current Report on Form 8-K/A dated June 21, 2001, S.W. Hatfield, C.P.A. advised, among other things, that:

In its Current Report on Form 8-K/A filed on May 8, 2001, SE Global stated, "As a result of the acquisition being treated as a reverse acquisition for accounting purposes, SE Global has adopted the fiscal year of the 'accounting acquirer', SE Global (Private), of December 31. Since the acquisition has been treated as a reverse acquisition, no transition report is necessary or will be filed." SE Global's position is and continues to be based on its understanding of the policies of the Securities and Exchange Commission in connection with acquisitions which are treated as reverse acquisitions for accounting purposes, which, in addition to not requiring a transition report, require a registrant to:

The decision to change accountants was based on the fact that Labonte & Co. was already engaged to audit the financial statements of companies associated with SE Global.</R>

RECENT SALES OF UNREGISTERED SECURITIES

In the past three years, we have sold the following common shares without registering such common shares under the Securities Act of 1933, as amended:

<R>On February 22, 2001, we issued to several officers, directors and employees an aggregate of 1,275,000 stock options in an "offshore transaction" relying on Section 4(2) and/or Regulation S of the Securities Act of 1933. the options are exercisable at $2.00 per share and vest as to 30% on August 22, 2001, 40% on February 22, 2002 and 30% on August 22, 2002.

On February 21, 2001, we issued to the shareholders of SE Global (Private) an aggregate of 12,873,944 shares of our common stock in an "offshore transaction" relying on Section 4(2) and/or Regulation S of the Securities Act of 1933.</R>

On March 7, 2000, we sold 147,087 shares of our common stock to Craig Laughlin, one of our former officers and directors, for $8,825. On March 6, 1999, we sold 1,000,000 shares of common stock to Mr. Laughlin for $10,000. No underwriter or broker was involved in the transactions, and no commissions were paid on the sale of the shares. The shares were offered and sold in reliance on the exemption set forth in Section 4(2) of the Securities Act of 1933.

On March 6, 1999, the Company sold 1,000,000 shares of common stock to Mr. Laughlin for $10,000. No underwriter or broker was involved in the transactions, and no commissions were paid on the sale of the shares. The shares were offered and sold in reliance on the exemption set forth in Section 4(2) of the Securities Act of 1933.

The following financial statements are included in this current report:

Exhibits

Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-B.

SEC Ref. No. Title of Document

3.1 Articles of Incorporation as Amended (incorporated by reference from our Form 10-SB Registration Statement, filed June 14, 1999)

3.2 Bylaws (incorporated by reference from our Form 10-SB Registration Statement, filed June 14, 1999)

3.3 Certificate of Amendment to Articles of Incorporation, dated April 11, 2001

10.1 Form of Investment Letter on Subscription Agreement between Future Technologies and the shareholders of SE Global Equities Inc. (incorporated by reference from our Form 8-K, filed March 1, 2001)

10.2 Software License and Network Access Agreement, dated March 9, 2001, between SE Global Equities Inc. and Direct Access Financial Corporation (incorporated by reference from our form 10-QSB, filed May 15, 2001)

10.3 Distribution Agreement, dated March 9, 2001, between SE Global Equities Inc. and Direct Access Financial Corporation (incorporated by reference from our form 10-QSB, filed May 15, 2001)

10.4 Memorandum of Understanding, dated August 25, 2000, between SE Global Equities Co. Ltd. and BCT Val ores Puesto de Bolsa S.A. (incorporated by reference from our form 10-QSB, filed May 15, 2001)

10.5 Agent Marketing Agreement, dated March 18, 2001, between SE Global Equities Inc. and ETC GMBH (incorporated by reference from our form 10-QSB, filed May 15, 2001)

10.6 Agent Marketing Agreement, dated April 10, 2001, between SE Global Equities Inc. and Tech Creative Limited (incorporated by reference from our form 10-QSB, filed May 15, 2001)

10.7 Application Services and Co-Marketing Agreement, dated December 1, 2000, between SE Global Communications (Hong Kong) Limited and Desimoni y Piaggio, Corredores de Bolsa (incorporated by reference from our form 10-QSB, filed May 15, 2001)

10.8 Co-Marketing Agreement and Affiliation Agreement, dated February 16, 2001, between SE Global Equities Inc. and TradeDirect USA, Inc. (incorporated by reference from our form 10-QSB, filed May 15, 2001)

10.9 Application Services and Co-Marketing Agreement, dated July 25, 2000, between SE Global Communications (Hong Kong) Limited and Vanik Bangladesh Securities Ltd. (this exhibit is not appended to this current report - see Exhibit 10.7 for form of Application Services and Co-Marketing Agreement)

10.10 Application Services and Co-Marketing Agreement, dated June 29, 2000, between SE Global Communications (Hong Kong) Limited and Moritz and Tuchler Ltd. (this exhibit is not appended to this current report - see Exhibit 10.7 for form of Application Services and Co-Marketing Agreement)

10.11 Application Services and Co-Marketing Agreement, dated July 10, 2000 between SE Global Communications (Hong Kong) Limited and NDBS Stock Brokers (Pvt) Ltd. (this exhibit is not appended to this current report - see Exhibit 10.7 for form of Application Services and Co-Marketing Agreement)

10.12 Application Services and Co-Marketing Agreement, dated July 11, 2000, between SE Global Communications Limited and Corretora Independete Portuguesa CIP Brokers, S.A. (this exhibit is not appended to this current report - see Exhibit 10.7 for form of Application Services and Co-Marketing Agreement)

10.13 Application Services and Co-Marketing Agreement, dated September 28, 2000, between SE Global Communications (Hong Kong) Limited and Okaz Stockbrokers & Investment Consultants (this exhibit is not appended to this current report - see Exhibit 10.7 for form of Application Services and Co-Marketing Agreement)

10.14 Application Services and Co-Marketing Agreement, dated October 27, 2000, between SE Global Communications (Hong Kong) Limited and Dongwon Securities Co. Ltd. (this exhibit is not appended to this current report - see Exhibit 10.7 for form of Application Services and Co-Marketing Agreement)

10.15 Application Services and Co-Marketing Agreement, dated October 26, 2000, between SE Global Communications (Hong Kong) Limited and Meritz Securities Co. Ltd. (this exhibit is not appended to this current report - see Exhibit 10.7 for form of Application Services and Co-Marketing Agreement)

10.16 Application Services and Co-Marketing Agreement, dated October 11, 2000, between SE Global Communications (Hong Kong) Limited and Kadim Ali Shah Bukhari & Co. Ltd. (this exhibit is not appended to this current report - see Exhibit 10.7 for form of Application Services and Co-Marketing Agreement)

10.17 Application Services and Co-Marketing Agreement, dated August 9, 2000, between SE Global Equities Company Limited and Arab-Malaysian Securities Sdn. Bhd. (this exhibit is not appended to this current report - see Exhibit 10.7 for form of Application Services and Co-Marketing Agreement)

10.18 Application Services and Co-Marketing Agreement, dated June 1, 2000, between SE Global Communications (Hong Kong) Limited and HDI Securities Inc. (this exhibit is not appended to this current report - see Exhibit 10.7 for form of Application Services and Co-Marketing Agreement)

10.19 Application Services and Co-Marketing Agreement, between SE Global Communications (Hong Kong) Limited and Asian Capital Equities, Inc. (this exhibit is not appended to this current report - see Exhibit 10.7 for form of Application Services and Co-Marketing Agreement)

10.20 Application Services and Co-Marketing Agreement, dated October 12, 2000, between SE Global Communications (Hong Kong) Limited and Kingsway E-Services Limited (this exhibit is not appended to this current report - see Exhibit 10.7 for form of Application Services and Co-Marketing Agreement)

10.21 Application Services and Co-Marketing Agreement, dated January 2, 2001, between SE Global Communications (Hong Kong) Limited and Casa de Bolsa Banorte, S.A. De C.V. (this exhibit is not appended to this current report - see Exhibit 10.7 for form of Application Services and Co-Marketing Agreement)

10.22 Application Services and Co-Marketing Agreement, dated December 4, 2000, between SE Global Communications (Hong Kong) Limited and @IMIWeb SIM S.p.A. (this exhibit is not appended to this current report - see Exhibit 10.7 for form of Application Services and Co-Marketing Agreement)

10.23 Application Services and Co-Marketing Agreement, dated December 1, 2000, between SE Global Communications (Hong Kong) Limited and Maex S.A. Sociedad De Bolsa (this exhibit is not appended to this current report - see Exhibit 10.7 for form of Application Services and Co-Marketing Agreement)

10.24 Application Services and Co-Marketing Agreement, dated November 5, 2000, between SE Global Communications (Hong Kong) Limited and PT Ciptadana Sekuritas (this exhibit is not appended to this current report - see Exhibit 10.7 for form of Application Services and Co-Marketing Agreement)

10.25 Letter of Understanding, dated July 12, 2000, between SE Global Communications (Hong Kong) Limited and Kim Eng Securities (Pte) Ltd. (this exhibit is not appended to this current report - see Exhibit 10.29 for form of Letter of Understanding)

10.26 Letter of Understanding, dated September 17, 1999, between SE Asia Capital Corp. and China Securities Co. Ltd., Shenzhen Zhenhua Branch (this exhibit is not appended to this current report - see Exhibit 10.29 for form of Letter of Understanding)

10.27 Memorandum of Understanding, dated December 7, 2000, between SE Global Communications (Hong Kong) Limited and Aizawa Securities Co. Ltd. (incorporated by reference from our form 10-QSB, filed May 15, 2001)

10.28 Memorandum of Understanding, dated December 9, 1999, between SE Asia Capital Corp. and ABN Amro Asia Securities Public Company Limited (incorporated by reference from our form 10-QSB, filed May 15, 2001)

10.29 Letter of Understanding, dated December 13, 2000, between SE Global Communications (Hong Kong) Limited and Consortium Securities Ltd. (incorporated by reference from our form 10-QSB, filed May 15, 2001)

10.30 Memorandum of Understanding, dated October 23, 1999, between SE Asia Capital Co. Ltd. and Consortium Securities Ltd. (incorporated by reference from our form 10-QSB, filed May 15, 2001)

10.31 Memorandum of Understanding, dated November 11, 1999, between SE Asia Capital Co. Ltd. and Arab-Malaysian Securities Sdn. Bhd. (this exhibit is not appended to this current report - see Exhibit 10.30 for form of Memorandum of Understanding)

10.32 Memorandum of Understanding, dated September 30, 1999, between SE Asia Capital Co. Ltd. and HDI Securities, Inc. (this exhibit is not appended to this current report - see Exhibit 10.30 for form of Memorandum of Understanding)

10.33 Memorandum of Understanding, dated February 16, 2000, between SE Global Equities Company Limited and Tai Fook Securities Co. Inc. (this exhibit is not appended to this current report - see Exhibit 10.30 for form of Memorandum of Understanding)

10.34 Asset Marketing Agreement, dated March 28, 2001, between SE Global Equities Inc. and Soren Jaral (this exhibit is not appended to this current report - see Exhibit 10.5 for form of Asset Marketing Agreement)

10.35 Asset Marketing Agreement, dated March 24, 2001, between SE Global Equities Inc. and David Harel (this exhibit is not appended to this current report - see Exhibit 10.5 for form of Asset Marketing Agreement)

10.36 Asset Marketing Agreement, dated March 26, 2001, between SE Global Equities Inc. and Invertironline.com Argentina SA (this exhibit is not appended to this current report - see Exhibit 10.5 for form of Asset Marketing Agreement)

10.37 Application Services and Co-Marketing Agreement, dated March 26, 2001, between SE Global Communications (Hong Kong) Limited and InvertirOnline.com Argentina SA (this exhibit is not appended to this current report - see Exhibit 10.7 for form of Application Services and Co-Marketing Agreement)

10.38 Application Services and Co-Marketing Agreement, dated March 21, 2001, between SE Global Communications (Hong Kong) Limited and Corretora Souza Barros (this exhibit is not appended to this current report - see Exhibit 10.7 for form of Application Services and Co-Marketing Agreement)

10.39 Stock Purchase Agreement, dated May 25, 2001, by and among SE Global Equities Corp., Global-American Investments, Inc., Execute Direct.com Corp. and Marco Alfonsi

(21) Subsidiaries

21.1 SE Global Equities Inc.

21.2 SE Global Equities Company Limited

21.3 SE Global Communications (HK) Co. Ltd.

21.4 SE Global Investment Company Limited

21.5 SE Global Direct, Inc.

21.6 Global-American Investments, Inc. </R>

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  August 3, 2001

/s/ Toby Chu
Toby Chu, President