10KSB 1 seg_form10ksb2004.htm FORM 10KSB Form 10-KSB of SE Global Equites Corp. for Fiscal Year Ended December 31, 2004

OMB APPROVAL

OMB Number: 3235-0420

Expires: December 31,2005

Estimated average burden hours per response: 946.00

 

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-KSB

 

ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal period ended September 30, 2002              

 

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from [       ] to [      ]

 

Commission File Number: 000-26347

SE Global Equities Corp.

Exact name of small business issuer as specified in its charter)

 

Florida
(State or Other Jurisdiction
incorporation or organization)

91-1930691
(I.R.S. Employer I.D. No.)



 

P.O. Box 297, 1142 South Diamond Bar Boulevard, Diamond Bar, CA 91765
(Address of principal executive offices)

(604) 871-9909
(Issuer's telephone number)

                                                      N/A                                                            
(
Former name, former address and former fiscal year, if changed since last report)

■  Securities Registered under Section 12(b) of the Exchange Act:   None  

Securities Registered pursuant to Section 12(g) of the Act:   Common Stock, par value $0.01 per share
                                                                                               
(Title of class)

Check whether the Registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days

            Yes No
 


Check if there is no disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) contained herein, and no disclosure will be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.

             Yes            No

State Registrant's revenues for its most recent fiscal year $2,676,757

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked prices of such common equity, as of a specified date within the past 60 days: 

17,583,740 common shares @ $0.36(1) = $6,330,146                                                                              

(1) Average of the best bid and asked prices on March 25, 2004

(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS)

Check whether the Registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.   

             Yes: X   No: ___

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date.

17,583,740 common shares issued and outstanding as of March 25, 2004


DOCUMENTS INCORPORATED BY REFERENCE

None.

Transitional Small Business Disclosure Format (Check one):

             Yes: ___   No: X


TABLE OF CONTENTS

   
FORWARD LOOKING INFORMATION  
         
PART I  
  Item 1. Description of Business  
    Business Development - Formation and Reorganization.  
    Our Current Business  
    Marketing  
    Competition  
    Governmental Regulation  
    Research and Development  
    Employees  
    Reports to Securities Holders  
  Item 2. Description of Property  
  Item 3. Legal Proceedings  
  Item 4. Submissions of Matters to a Vote of Security Holders  
         
PART II  
  Item 5. Market for Common Equity and Related Stockholder Matters  
    Dividend Policy  
    Recent Sales of Unregistered Securities  
  Item 6. Management Discussion and Analysis  
    Overview    
    Results of Operations    
    Stock-Based Compensation Expense Recovery    
    Liquidity and Capital Resources    
    Off-Balance Sheet Arrangement    
    Research and Development    
    Capital Expenditure Commitments    
    Strategic Acquisitions    
    New Accounting Pronouncements    
  Item 7. Financial Statements    
  Item 8. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure  
         
PART III  
  Item 9. Directors and Executive Officers of the Registrant  
    Identification of Directors and Executive Officers  
    Significant Employees  
    Family Relationships  
    Involvement in Certain Legal Proceedings  
    Audit Committee  
    Compliance with Section 16(a) of the Securities Exchange Act of 1934  
    Code of Ethics  
  Item 10. Executive Compensation  
    Summary of Compensation of Executive Officers  
    Stock Options/SAR Grants  
    Aggregated Option/SAR Exercises and Fiscal Year-End Option/SAR Value Table  
    Long-Term Incentive Plans  
    Compensation of Directors  
    Stock Option Plan  
  Item 11. Security Ownership of Certain Beneficial Owners and Management  
    Equity Compensation Plan  
    Security Ownership of Certain Beneficial Owners and Management  
    Changes in Control  
  Item 12. Certain Relationships and Related Transactions  
         
PART IV  
  Item 13. Exhibits, Financial Statement Schedules, and Reports on Form 8-K  
    Exhibits  
    Reports of Form 8-K  
  Item 14. Controls and Procedures  
    Evaluation of Disclosure Controls and Procedures  
    Changes in internal controls  
         
CONSOLIDATED FINANCIAL STATEMENTS  
         
SIGNATURES  

FORWARD LOOKING INFORMATION

This annual report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. In this annual report, unless otherwise specified, all dollar amounts are expressed in United States Dollars. All references to CDN$ refer to Canadian Dollars.

As used in this annual report, the terms "we", "us", "our", and "SE Global" mean SE Global Equities Corp. and its wholly-owned subsidiaries SE Global Equities, Inc., SE Global Capital, Inc. (formerly SE Global Direct, Inc.) and Global-American Investments, Inc., unless otherwise indicated.
 

PART I

Item 1. Description of Business.

Business Development - Formation and Reorganization.

We were formed in Minnesota on June 20, 1972 under the name "Land Corporation of America, Inc." We changed our name to "Future Homes, Inc." on November 30, 1977, and then to "Future Technologies, Inc." on February 8, 1999. We have carried on business under our present name, "SE Global Equities Corp." since April 20, 2001.

We were inactive until the acquisition of 100% of the issued and outstanding shares of SE Global Equities Inc. (a company incorporated in the Cayman Islands on October 30, 2000). The acquisition of all the issued and outstanding shares of SE Global Equities Inc. was completed on February 21, 2001 by a share exchange reorganization pursuant to which we issued a total of 12,873,944 shares of common stock to the stockholders of SE Global Equities Inc.

The stockholders of SE Global Equities Inc. controlled approximately 89.6% of SE Global immediately after the share exchange. Accordingly, the acquisition was treated as a reverse acquisition for accounting purposes, and SE Global adopted the fiscal year of the "accounting acquirer", SE Global Equities Inc., of December 31.
 


SE Global now carries on business primarily through its wholly-owned subsidiaries SE Global Equities, Inc., which maintains its corresponding office at Suite 1200, 777 West Broadway, Vancouver, British Columbia, Canada V5Z 4J7, SE Global Capital, Inc. (a California corporation incorporated on May 9, 2001), which maintains its business office at Suite 225, 21660 Copley Drive, Diamond Bar, California, and also through Global-American Investments Inc., which maintains its business office at 34167 Pacific Coast Highway, Suite D, Dana Point, California.

Our Current Business.

SE Global through its subsidiaries and affiliates is a provider of direct access trading software and financial resources for international investors. We have offices in Diamond Bar, California and Vancouver, British Columbia. Our subsidiary, Global-American Investments, Inc., maintains a separate office in Dana Point, California. We are provide our customers with access to our global alliance network of 28 brokerage firms, 24 hours a day, covering 29 stock exchanges spanning five continents.

We provide direct access trading software, SE Global TradeTM and SEG LiteTM, and market data through a formal licensing and worldwide distribution agreement with Direct Access Financial Corporation ("Direct Access"). We pay a licensing fee to license the direct access trading software.

Users of the SE Global Trade and SEG Lite software open trading accounts directly with our subsidiary, Global-American Investments, Inc., which is a U.S. registered broker-dealer, or through any one of SE Global's alliance brokers. Those users of the software who choose to open accounts with Global-American Investments, Inc. or any of our alliance brokers are provided with direct access to the relevant broker. Unlike traditional web-based online brokers, direct access trading software enables the users to bypass middlemen and route trades directly to electronic communication networks (ECNs) and exchanges. 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: swift trade execution and trade confirmation, and increased currency of available pricing information as a result of improved trade execution.

In late September 2001, we launched a sophisticated data provider labeled Global Data TerminalTM ("GDT"). GDT is a low cost and efficient tool that enables investors to monitor securities on the Nasdaq, NYSE, AMEX, OPRA and CME exchanges in addition to ECNs in real time on their desktops.

The target market for GDT includes a broad range of individual investors, high net worth clients, proprietary traders, financial advisors, securities dealers and asset mangers located in North America and abroad. In particular, we believe we have positioned GDT to meet the market information needs of overseas clients who require a data platform with sophisticated charting and tracking features, which is moderately priced. GDT provides an extensive range of live Level II quotes from multiple U.S. stock and derivative exchanges, comprehensive fundamental and technical analysis tools, portfolio management, price alerts and time and sales data. GDT subscribers may access SE Global Trade, without its trading capabilities, for a fixed monthly fee. Those GDT subscribers wishing to upgrade to the full direct access trading capabilities of SE Global Trade may do so by paying additional activation fees.
 


Substantially all of our revenues have consisted of brokerage commissions generated by Global American Investments, Inc. since its acquisition effective August 1, 2001. For the fiscal year ended December 31, 2003, we also generated modest revenues in the form of subscriptions and activation fees in the amount of $9,903.

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).

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.

We are still in our infancy as a viable commercial entity, and consequently our focus has been on the identification of market needs, the development of products and services to meet these needs, and the branding of our company and our products.
 

Marketing.

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

        - a global network of brokerage firms with whom we have strategic marketing alliances,
        - joint venture and business-to-business alliances with websites and financial services providers,
        - international agent representatives, and
        - direct marketing to users through the Internet, print and multimedia.

Initially, we have been and continue to concentrate our marketing resources on our relationships with brokerage firms within our international network. Through our company's business development team, our marketing efforts are 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 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

Competition.

The market for brokerage services, particularly electronic brokerage services, is rapidly evolving and intensely competitive. We encounter direct competition from numerous North American and other brokerage firms, many of which provide online brokerage services. These competitors include such brokerage firms as AmeriTrade Online Holdings Corp., Charles Schwab & Co., Inc., CSFBdirect, E*TRADE Securities, Inc., Fidelity Brokerage Services, Inc., and TD Waterhouse Securities, Inc. We also encounter competition from established full-commission brokerage firms


as well as financial institutions, mutual fund sponsors and other organizations, some of which provide or have announced that they intend to provide online brokerage services.

Governmental Regulation.

Securities Regulations. 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. All orders for U.S. securities placed through our SE Global Trade or SEG Lite branded software are processed through Global-American Investments, Inc.

Certain of our subsidiaries and affiliates are subject to various securities and commodities regulations and capital adequacy requirements promulgated by the regulatory and exchange authorities of the jurisdictions in which they operate. Some subsidiaries are registered as broker-dealers and as investment advisers with the U.S. Securities and Exchange Commission. Certain of our subsidiaries and affiliates are also members of securities exchanges, as well as the National Association of Securities Dealers, Inc. ("NASD").

Our primary U.S. broker-dealer subsidiary, Global-American Investments, Inc., is registered as a broker-dealer in 42 states and the District of Columbia. Global-American Investments, Inc. is subject to extensive regulation, including minimum capital requirements, which are promulgated and enforced by, among others, the Securities Exchange Commission, and various other self-regulatory organizations of which they are a member and the securities administrators of the 42 states and the District of Columbia. The Securities and Exchange Commission requires certain registered broker-dealers (including Global-American) to maintain records concerning certain financial and securities activities of affiliated companies that may be material to the broker-dealer, and to file certain financial and other information regarding such affiliated companies.

USA Patriot Act of 2001. In October 2001, the USA Patriot Act of 2001 was enacted in response to the terrorist attacks in New York, Pennsylvania and Washington D.C. which occurred on September 11, 2001. The Patriot Act is intended to strengthen U.S. law enforcement's and the intelligence communities' abilities to work cohesively to combat terrorism on a variety of fronts. The potential impact of the Patriot Act on financial institutions of all kinds is significant and wide ranging. The Patriot Act contains sweeping anti-money laundering and financial transparency laws and imposes various regulations, including standards for verifying client identification at account opening, and rules to promote cooperation among financial institutions, regulators and 1aw enforcement entities in identifying parties that may be involved in terrorism or money laundering.

Sarbanes-Oxley Act of 2002. On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act of 2002, or the SOA. SOA imposes a wide variety of new requirements on both U.S. and non-U.S. companies, that file or are required to file periodic reports with the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934. Many of these new requirements will effect us and our board of directors. For instance, under SOA we are required to:




 

 

form an audit committees in compliance with SOA;
have our chief executive office and chief financial officer are required to certify our financial statements;
ensure our directors and senior officers are required to forfeit all bonuses or other incentive-based compensation and profits received from the sale of our securities in the twelve month period following initial publication of any of our financial statements that later require restatement;

 






 

disclose any off-balance sheet transactions as required by SOA;
prohibit all personal loans to directors and officers;
insure directors, officers and 10% holders file their Forms 4's within two days of a transaction;
adopt a code of ethics and file a Form 8-K when ever there is a change or waiver of this code; and
insure our auditor is independent as defined by SOA.

SOA has required us to review our current procedures and policies to determine whether they comply with the SOA and the new regulations promulgated thereunder. We will continue to monitor our compliance with all future regulations that are adopted under the SOA and will take whatever actions are necessary to ensure that we are in compliance.

Research and Development.

Over the past two fiscal years, we have spent no money on research and development activities.

Employees.

We currently have 12 employees. Of the 12 employees, one is the Chief Executive Officer, one is the Chief Financial Officer, two are in business development and marketing, three are in corporate administration, three are in operations, one is in compliance, and one is in technical support. We may add employees and independent consultants if we are successful in completing one or more strategic acquisitions of complementing businesses over the next 12 months.

Reports to Securities Holders.

We are required to file annual reports on Form 10-KSB and quarterly reports on Form 10-QSB with the Securities Exchange Commission on a regular basis, and will be required to timely disclose certain material events (e.g., changes in corporate control; acquisitions or dispositions of a significant amount of assets other than in the ordinary course of business; and bankruptcy) in a current report on Form 8-K.

Although our Internet site (http://www.seglobal.com) does not contain our reports, you may read and copy any materials we file with the Securities and Exchange Commission at their Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.
 

Item 2.  Description of Property.

We rent a portion of the space leased by our majority stockholder Capital Alliance Group, Inc. for approximately $2,500 per month. 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. Our portion of these premises house our principal executive offices.


Through our subsidiary, SE Global Capital, Inc. (formerly SE Global Direct, Inc.) we lease approximately 2,189 square feet of office space located at Suite 225, 21660 Copley Drive, Diamond Bar, California, under a lease which expires on May 31, 2004 for a monthly rent of $4,444.

Through our subsidiary Global-American Investments Inc., we lease approximately 500 square feet of office space located at 34167 Pacific Coast Highway, Suite D, Dana Point, California, under a month to month lease for a monthly rent of $600.

Item 3.  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.

Item 4.  Submissions of Matters to a Vote of Security Holders.

 None.

PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.

Our common shares are quoted on the Over-the-Counter Bulletin Board under the symbol "SEGB". 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 bid prices for our common shares (obtained from Canada Stockwatch) for each full financial quarter for the two most recent full fiscal years were as follows:

Quarter Ended(1) High Low
December 31, 2003 $0.43 $0.21
September 30, 2003 $0.61 $0.22
June 30, 2003 $0.51 $0.15
March 31, 2003 $0.51 $0.16
December 31, 2002 $0.51 $0.19
September 30, 2002 $0.65 $0.25
June 30, 2002 $0.60 $0.21
March 31, 2002 $1.06 $0.30

     (1)  The quotations above reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

As of March 25, 2004, the shareholders' list for our common shares showed 206 registered shareholders and 17,583,740 common shares issued and outstanding.

Dividend Policy.

We have not declared or paid any 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.

Recent Sales of Unregistered Securities.

Private Placement.  On July 8, 2003, Capital Alliance Group Inc. agreed to convert $500,000 of debt owed to it by SE Global into 2,777,777 shares of SE Global at a purchase price of $0.18 per share. The shares issued on the settlement of the debt will be considered restricted securities in accordance with the applicable regulatory bodies. This debt settlement was completed in December of 2003. Capital Alliance Group Inc. now owns 14,633,555 shares of SE Global, representing 83.5 percent of the issued and outstanding shares of SE Global.

Stock Options Exercised.  During the year ended December 31, 2003, 70,000 common shares were issued on the exercise of certain stock options.

Stock Options Issued. During the year ended December 31, 2003, 320,000 stock options were granted under the Stock Option Plan.

Item 6.  Management Discussion and Analysis .

Overview.

General.  We and our subsidiaries and affiliates are primarily engaged in securities execution and clearance, securities brokerage, securities lending and borrowing and trading as a principal in equity and fixed income securities. All of these activities are highly competitive and are sensitive to many factors outside of our control, including volatility of securities prices and interest rates; trading volume of securities; economic conditions in the regions where we or our subsidiaries and affiliates business; income tax legislation; and demand for financial services. Brokerage revenues are dependent upon the level of trading volume, which may fluctuate significantly, a large portion of our expenses remains fixed. Consequently, net operating results can vary significantly from period to period.

2003 Activities and Developments.  We continue to add new clients to the client base of Global-American Investments Inc. that are prepared to actively trade in the equity markets. In 2003 the total number of new accounts increased by 21%. Also, Global-American Investments Inc.' asset and cash under management increased by 61% during this period. As the amount of asset and cash under management increases, more capital becomes available for stock trading when the equity markets improve. Global-American Investments Inc's trading volume is experiencing increases each month. From December 2002 to December 2003 the total number of stock equity trades increased by 117%. The positive stock market activities and the positive sentiments in the stock markets in the recent months should provide a basis for Global-American Investments Inc. to increase the client base of active direct stock traders even further. It is management's belief that we are well positioned to enjoy significant increases in trading volume and the corresponding revenue stream.


On May 29, 2003, we announced that Global-American Investments Inc. added a new branch office in Florida, USA. The new branch office has its own proprietary stock trading platform as well as its own existing active retail client base which has given Global-American Investments Inc. the ability to rapidly double its current trading volume.

On July 14, 2003, we signed a letter of intent with a Canadian based firm, SE Global Securities Corp. ("SEG Canada"), to expand SEG's trading, financial and consulting services to institutional and retail clients in Canada. SEG Canada will have the exclusive rights, through a licensing arrangement with SEG, to use SEG's trademark and financial products and services in Canada. SEG Canada is currently in the process of obtaining a securities license with the provincial regulatory bodies in Canada. SEG Canada will provide Canadian investors and stock traders with cost effective and sophisticated tools to trade on major U.S. stock markets.

On July 21, 2003, we entered into a non-binding letter of intent to acquire a broker-dealer based in New York. The broker-dealer has over US$80 million of client assets under management, and reported annual revenues of US$8.5 million in 2002. This transaction is subject to other material conditions present, due diligence results and final negotiation of financial and other terms to be contained in a contract that will supersede the letter of intent. By acquiring the New York based broker-dealer, we will be in a position to negotiate lower clearing costs and receive larger volume discounts as well as creating many revenue opportunities within our group of related companies.

In September 2003, we launched a Chinese language order routing platform for US securities. This platform provides international investors the ability to transact both equity orders and option orders on major US stock exchanges. We have been providing a Japanese trading platform for the past few years, and with the addition of the Chinese trading platform, we have positioned ourselves to gain a large market share of Asians wishing to invest and transact in US securities in their native language.

Results of Operations.

Fiscal Year Ended December 31, 2003 Compared to Fiscal Year Ended December 31, 2002

Revenue. 

Total revenue for the fiscal year ended December 31, 2003 was $2,676,757 compared to revenues of $2,469,560 for the fiscal year ended December 31, 2002, an increase of 8%. The majority of our revenue for 2003 was derived from online direct access trading services and other related services provided through our subsidiary Global-American Investments, Inc. Revenue from online direct access trading services and other related services totalled $2,367,205 for the fiscal period ended December 30, 2003 compared to $2,469,560 for the fiscal period ended December 30, 2002. The majority of our revenue in 2002 from online direct access trading services was derived from retail clients whereas in 2003 the revenue from online direct access trading services was derived from a combination of wholesale (ie. institutional) and retail clients. During 2003 the wholesale client base was more active than the retail client base.

Global-American Investments, Inc. continues to add new clients to its client base that are prepared to actively trade in the equity markets. From December 31, 2002 to December 31, 2003 the total number of new accounts increased by 21%. Also, Global-American Investments, Inc.'s asset and cash under management increased by 61% during this period. As the amount of asset and cash under management increases, more capital becomes available for stock trading when the equity markets improve. Global-American Investments, Inc.'s trading volume is experiencing increases each month. From December 31, 2002 to December 31, 2003 the total number of stock equity trades increased by 117%. The positive stock market activities and the positive sentiments


in the stock markets in the recent months should provide a basis for us to increase the client base of active direct stock traders even further, and thus increase our revenue accordingly.

We also generated $309,552 in consulting fees during the fiscal period ended December 31, 2003. This consulting fee revenue is a new source of business activity for SE Global and is derived from consulting services provided to Asian companies that are interested in listing their companies on a North American stock exchange. The consulting fee revenue of $309,552 represents the net consulting fees earned for the fiscal period ended December 31, 2003.

Our direct costs, consisting of trade clearing charges and quotation costs, were $1,720,578 for the fiscal ended December 31, 2003, compared to $1,275,270 for the fiscal year ended December 31, 2002. The increase in direct costs for the fiscal period ended December 31, 2003 was a result of incurring more costs to serve the wholesale client base. Commissions were paid to licensed brokers that assisted in generating the online direct access trading revenues from the wholesale clients.

Expenses.  Total expenses decreased by $577,961, from $1,405,546 for the fiscal year ended December 31, 2002 to $827,585 for the fiscal year ended December 31, 2003, a decrease of 41%. Total expenses for the fiscal period ended December 31, 2002 included a non-cash stock compensation expense recovery of $300,800. If this $300,800 non-cash expense recovery was not included in the December 31, 2002 total expense figure then the total expenses would have been $1,706,346 for the fiscal period ended December 31, 2002 compared to $827,585 for the fiscal period ended December 31, 2003, a decrease of 51%. This substantial decrease in expenditures was a direct result of our cost control program that was initiated during the year. We spent funds carefully on categories such as marketing and advertising that we felt would generate a direct benefit to the Company.

Management fees and salaries increased marginally by $10,083, or 2%, from $498,165 for the fiscal year ended December 31, 2002 to $508,248 for the fiscal year ended December 31, 2003. General and administrative costs for the fiscal year ended December 31, 2003 was $243,013 compared to $1,041,275 for the fiscal year ended December 31, 2002, a decrease of $798,262, of 77%. Professional fees for the fiscal year ended December 31, 2003 was $73,871 compared to $137,467 for the fiscal year ended December 31, 2002, a decrease of $63,596, or 46%. As a reflection of our cost cutting and cost control program the majority of the expenses decreased during the year.

We generated an operating profit of $128,594 for the fiscal year ended December 31, 2003 compared to an operating loss of $211,256 for the fiscal year ended December 31, 2002. The operating loss for the fiscal year ended December 31, 2002 included a non-cash stock compensation expense recovery of $300,800. If this $300,800 non-cash expense recovery was not included in the December 31, 2002 operating loss then the operating loss would have been $512,056 for the fiscal year ended December 31, 2002 compared to an operating profit of $128,594 for the fiscal year ended December 31, 2003.

Other Income. On May 30, 2003, we sold our interest in two of our inactive subsidiaries, SE Global Equities Company Limited ("SEGHK") and SE Global Communications (Hong Kong) Limited ("SEGCHK"), to arm's-length parties for nominal consideration. The sale of SEGHK and SEGCHK to arm's-length parties relieved SE Global from $210,225 in debts owing to unsecured creditors, and accordingly, we recognized a gain in the amount of $210,225 on the sale of SEGHK and SEGCHK.


Stock-Based Compensation Expense Recovery.

No non-cash stock compensation expense recovery was realized for the fiscal period ended December 31, 2003. We realized a non-cash stock compensation expense recovery of $300,800 for the fiscal year ended December 31, 2002. This non-cash stock-based compensation expense recovery was a result of SE Global's stock options that were subject to Variable Accounting as a reflection of the decreased market value of SE Global's share price during fiscal 2002. Note 5 of the December 31, 2003 and 2002 audited consolidated financial statements explains in detail the Variable Accounting of the SE Global stock options.

Liquidity and Capital Resources.

As at December 31, 2003, we had $324,871 in cash on hand (comprised of $267,891 unrestricted cash and $56,980 clearing deposit). In comparison, as at December 31, 2002 we had cash on hand of $153,123(comprised of $35,413 unrestricted cash, $36,980 clearing deposit and $80,730 restricted cash) The unrestricted cash is available for general working capital purposes while the clearing deposit is held by the trade clearing house and restricted cash is deposit held by the leasing company for leased equipment. The leases on the leased equipment ended on June 1, 2003.

For the year ended December 31, 2003, we expended, before depreciation and amortization, approximately $69,000 per month to operate our business. Areas of significant expenditure include management fees, salaries and benefits, rent and office costs.

On August 25, 2003, we received a $100,000 loan, which bears interest at a rate of 12% per annum payable monthly and matures on August 31, 2004. A conversion feature was added on October 20, 2003 which allows the loan amount to be converted into shares of SE Global at a price of $0.30 per share, and upon conversion of the loan the holder will receive share purchase warrants entitling the holder to purchase shares of SE Global at a price of $0.40 per share for a two year period. We may repay the loan during the term of the loan with a penalty equivalent to three months of interest. An agent's fee in the amount of $8,000 was paid in connection with this financing.

On July 8, 2003, Capital Alliance Group Inc. agreed to convert $500,000 of debt owed to it by SE Global into 2,777,777 shares of SE Global at a purchase price of $0.18 per share. The shares issued on the settlement of the debt will be considered restricted securities in accordance with the applicable regulatory bodies. This debt settlement was completed in December of 2003. Capital Alliance Group Inc. now owns 14,502,635 shares of SE Global, representing 82% of the issued and outstanding shares of SE Global.

To achieve our goals and objectives for the next 12 months, we plan to raise additional capital through private placements of our equity securities, proceeds received from the exercise of outstanding options, continued financing from our majority shareholder, Capital Alliance Group Inc., and, if available on satisfactory terms, debt financing.

We plan to use any additional funds that we might be successful in raising for marketing and advertising of SE Global Trade, SEG Lite and GDT, as well as for strategic acquisition of existing businesses that complement our market niche, and general working capital purposes.


We plan to raise debt and/or equity capital on a private placement basis to finance the operating and capital requirements of our company, assuming that we are able to do so on acceptable terms. If we are able to raise $1 million during the 12 month period ending December 31, 2004 - which cannot be assured, having regard to factors outside our control such as market conditions - we anticipate that 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. If we are unsuccessful in raising the full $1 million in financing, we intend to seek debt and/or equity financing in smaller amounts on an as needed basis.

If we are unsuccessful in raising any of the planned debt or equity financing, our ability to seek and consummate strategic acquisitions to build our company internationally, and to expand of our business development and marketing programs could be adversely affected. However, we expect that we will have sufficient funds to meet our corporate overhead and ongoing operational expenses during the next twelve months assuming that revenues in our wholly-owned subsidiary, Global-American Investments Inc., continue to grow at the rate of 5% per month with the addition of new accounts, and assuming that we continue to control our ongoing costs. We anticipate that Global-American Investments, Inc.'s generated cash flow from operations will contribute to our overall cash operating needs in the future. In addition, the cash flow from consulting revenues in SEG's new business activity will greatly enhance the overall cash operating needs of the SEG Group of Companies.

Off-Balance Sheet Arrangement.

As of December 31, 2003, we have had no off-balance sheet arrangements.

Research and Development.

We do not anticipate incurring any significant expenditures on research and development over the 12 months ending December 31, 2004.

Capital Expenditure Commitments.

We do not anticipate any significant purchase or sale of equipment over the 12 months ending December 31, 2004.

Strategic Acquisitions.

On July 14, 2003, SE Global entered into a non-binding letter of intent to acquire a broker-dealer based in New York. The broker-dealer has over $80 million of client assets under management, and reported annual revenues of $8.5 million in 2002. This transaction is subject to other material conditions present, due diligence results and final negotiation of financial and other terms to be contained in a contract that will supercede the letter of intent.
 

New Accounting Pronouncements

In June 1998, the United States Financial Accounting Standards Board issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities". SFAS No. 133 requires companies to recognize all derivatives contracts as either assets or liabilities in the balance sheet and to measure them at fair value. If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on


the hedging derivative with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change. SFAS No. 133 is effective for all fiscal quarters of fiscal years beginning after June 15, 2000.

Historically, the Company has not entered into derivatives contracts either to hedge existing risks or for speculative purposes. Accordingly, adoption of the new standards did not affect our consolidated financial statements.

In June 2001, the Financial Accounting Standards Board finalized FASB Statements No. 141, Business Combinations (SFAS 141), and No. 142, Goodwill and Other Intangible Assets (SFAS 142). SFAS 141 requires the use of the purchase method of accounting and prohibits the use of the pooling-of-interests method of accounting for business combinations initiated after June 30, 2001. SFAS 141 also requires that we recognize acquired intangible assets apart from goodwill if the acquired intangible assets meet certain criteria. SFAS 141 applies to all business combinations initiated after June 30, 2001 and for purchase business combinations completed on or after July 1, 2001. It also requires, upon adoption of SFAS 142, that we reclassify the carrying amounts of intangible assets and goodwill based on the criteria in SFAS 141.

SFAS 142 requires, among other things, that companies no longer amortize goodwill, but instead test goodwill for impairment at least annually. In addition, SFAS 142 requires that we identify reporting units for the purposes of assessing potential future impairments of goodwill, reassess the useful lives of other existing recognized intangible assets, and cease amortization of intangible assets with an indefinite useful life. An intangible asset with an indefinite useful life should be tested for impairment in accordance with the guidance in SFAS 142. SFAS 142 is required to be applied in fiscal years beginning after December 15, 2002 to all goodwill and other intangible assets recognized at that date, regardless of when those assets were initially recognized. SFAS 142 requires us to complete a transitional goodwill impairment test six months from the date of adoption. We are also required to reassess the useful lives of other intangible assets within the first interim quarter after adoption of SFAS 142.
We do not expect SFAS 141 will have a material impact on our financial position or results of operations. In addition, we do not expect SFAS 142 will have a material impact on our financial position or results of operations.

In October 2002, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". SFAS No. 144 requires that those long-lived assets be measured at the lower of carrying amount or fair value less cost to sell, whether reported in continuing operations or in discontinued operations. Therefore, discontinued operations will no longer be measured at net realizable value or include amounts for operating losses that have not yet occurred. SFAS No. 144 is effective for financial statements issued for fiscal years beginning after December 15, 2002 and, generally, is to be applied prospectively. The implementation of this new standard is not expected to have a material effect on our consolidated financial statements.

Item 7.  Financial Statements

Our Consolidated Financial Statements, include the following items which constitute Item 7 of Form 10-KSB, can be found in pages F-1 to F-15 immediately following Item 14 below.

        Auditor's Report dated January 27, 2004;
        Consolidated Balance Sheets as at December 31, 2003 and December 31, 2002;
        Consolidated Statements of Operations for the year ended December 31, 2003 and for the year ended December 31, 2002;
        Consolidated Statement of Stockholders' Equity for the year ended December 31, 2003 and for the year ended December 31, 2002
        Consolidated Statements of Cash Flows for the year ended December 31, 2003 and for the year ended December 31, 2002; and
        Notes to Consolidated Financial Statements.

Item 8.  Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.

We have had no change in, or disagreements with, our principal independent accountant during our past two fiscal years.


PART III

Item 9.  Directors and Executive Officers of the Registrant

Identification of Directors and Executive Officers.

The following table sets forth the names of all current directors and executive officers of the Company. These persons will serve until the next annual meeting of the stockholders or until their successors are elected or appointed and qualified, or their prior resignation or termination.

Name

Age

Position with the Company Date Position
First Held
Hong-Yip Yow

31

President, Chief Operating Officer and Director Jan. 6, 2004
Toby Chu

43

Chief Executive Officer, Chairman and Director Feb. 20, 2001
Tim Leong

41

Chief Financial Officer, Secretary and Treasurer Feb. 21, 2001
Prithep Sosothikul

45

Director Feb. 21, 2001
G. David Richardson

52

Director Feb. 21, 2001
Ken Lee(1)

38

Director Feb. 21, 2001
Sukanya Prachuabmoh

52

Director Feb. 21, 2001
Mark Lee(2)

33

President of SE Global Capital, Inc. Feb. 21, 2001
Cedric M. Swirsky

44

President and Secretary of Global-American Investments Inc. Nov. 6, 1998
Note:
  (1) Mr. Ken Lee resigned from the Board of Directors on February 27, 2004. His letter of resignation was received by SE Global on March 18, 2004.
  (2) Mr. Mark Lee resigned from SE Global Capital Inc. on January 1, 2004. His letter of resignation was received by SE Global on January 15, 2004.

The principal occupation and business experience during the last five years for each of our  present directors and executive officers are as follows:

The principal occupation and business experience during the last five years for each of our present directors and executive officers are as follows:

Hong-Lip Yow, President, Chief Operating Officer and Director. Mr. Yow has over seven years of experience in the direct access securities field with a proven track record in early stage high growth companies, distinguished leadership skills and extensive industry-wide contacts. Since joining SE Global as Senior Vice President in 2001, Mr. Yow has contributed greatly to the company's rapid growth. Mr. Yow successfully developed and guided entry strategies for new markets both domestically and internationally, facilitated key corporate initiatives designed to reduce or consolidate expenses, and continues to introduce new firms and clients to the company's order routing platform. Before joining SE Global, Mr. Yow served as a Director of Marketrade.com, a California-based direct access securities firm. During his two-year tenure at Marketrade.com, Mr. Yow was a significant contributor to the company's dramatic growth in both international and domestic markets and played a critical role in reengineering systems as the company went through a successful procedure restructuring. Prior to this, Mr. Yow worked at Bluestone Securities, in both the trading and customer services divisions. Mr. Yow received his Bachelor of Economics degree from the University of California.


Toby Chu, Chief Executive Officer, Chairman and Director. Mr. Toby Chu has been the President, CEO, and a Director of SE Global since it was founded in 1999. Since 1986, Mr. Toby Chu has also been the President, CEO, and Director of Capital Alliance Group Inc, a Canadian listed company, and parent company of SE Global Equities Corp. Mr. Chu also serves on the Board of Directors for 9 other privately and publicly held companies in Canada, United States, Hong Kong, China and Switzerland. Mr. Chu has an extensive experience in business management and administration particularly in the areas of Initial Public Offering, Reverse Take Over, Merger Acquisition, Corporate Finance and Venture Capital.

Prior to his involvement with Capital Alliance Group, Mr. Chu was the operations manager of a major food distribution company and 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 Business in Vancouver newspaper. 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), and guided Capital Alliance Group to become one of the "Top 100 Public Companies in Vancouver" ranked by Business in Vancouver Newspaper in 1994. Mr. Chu was nominated for the Ernst & Young Chartered Accountants and Montreal Trust sponsored Entrepreneur of the Year Award and made the short-list as one of the top 30 finalists among 300 nominees across Canada.

Over the past two decades, Mr. Chu has founded, merged or acquired over twenty companies in a wide range of industry sectors including: information technology, Internet personnel services, academic and career education, marketing media, securities and investments. These companies currently have a business presence in Canada, United States, Thailand, Hong Kong, China and the Middle East.

Tim Leong, Chief Financial Officer, Secretary and Treasurer. Mr. Tim Leong is responsible for the financial matters of the SE Global Group of Companies. Mr. Leong has been the Chief Financial Officer of SE Global's parent company, 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 of Dyke & Howard, Chartered Accountants and Auditor, Price Waterhouse Chartered Accountants.

Prithep Sosothikul, Senior Vice President - South Asia and Director. Mr. Sosothikul earned his Bachelor of Science degree in Computer Science at the University of Missouri at Rolla. 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 $65 million CAD to over $130 million CAD. Among other accomplishments, Mr. Sosothikul was the founder and managing director of Seacon Co. Ltd. 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 CDN$150 million dollars.


G. David Richardson, Director. Prior to becoming President of Investor First Financial Inc., Mr. Richardson worked with his family's business, James Richardson and Sons, Limited which was founded in 1857.

Concurrent with and supporting 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. He is currently a Director Emeritus of Ducks Unlimited, Director of Novus Telecom Group Inc., and Director of International Kodiak Resources Inc. Mr. Richardson was elected to the Board of Capital Alliance Group Inc., the parent company of SE Global Equities, in August 1999 and joined the Board of SE Global in February 2001.

Ken Lee, Director. Mr. Ken Lee is a Certified Management Consultant (CMC) and a Chartered Accountant (CA). He has also earned a Bachelor of Commerce degree with Honours and Distinction. Currently, he is providing management consulting services in the areas of strategic development, business transformation, organizational & process design, information management, and financial analysis, planning and control. Mr. Lee has extensive experience in a number of industries including financial institutions, telecommunications, utilities, information technology services, forestry, government, real estate and small business. Mr. Lee brings to the board an extensive background in strategic and financial management.

Sukanya Prachuabmoh, Director. Ms. Sukanya Prachuabmoh was appointed to Family Court Judge of Thailand in 1999 by his majesty the King, Rama 9. In addition to her experience in the public service sector, Ms. Prachuabmoh is an established businessperson who has business interest in market sectors 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.

Mark Lee, President of SE Global Capital, Inc.
Mark Lee is the President and Director of SE Global Capital Inc of Diamond Bar, California - a sister company to SE Global Investment Company Limited of Hong Kong. Mr. Lee is a graduate of University of California, Berkley, major in Bio-engineering. He is also a licensed securities dealer with the United States National Association of Securities Dealers (NASD). Prior to joining SE Global group of companies, Mr. Lee served as senior management and investment advisor for several investment dealers in the California area. In 1996, Mr. Lee founded his own on-line investment company with special focus on the on-line Direct Access trading industry.

During his 10 years in the securities industry, Mr. Lee established a wide network of business contacts ranges from the United States to many parts of Asia. He possesses in-depth knowledge, skills and experience in portfolio management, merger acquisitions, securities and stock broking, with emphasis in the international corporate finance sector.


Cedric M. Swirsky, President and Secretary of Global-American Investments Inc. Cedric is the executive responsible for ensuring that Global American Investments, Inc. (GAI), our U.S. registered broker-dealer arm operations strictly comply with all securities industry regulations. To his role, he brings years of securities industry experience with a heavy emphasis on compliance.

Significant Employees.

We have no employees who are not executive officers, but who are expected to make a significant contribution to the Company's business.

Family Relationships.

The Chief Executive Officer and the Chief Financial Officer are brother-in-laws.

Involvement in Certain Legal Proceedings
.

During the past five years, none of our directors, or  persons nominated to become a director, or executive officer, promoter or control person:

a.

  was a general partner or executive officer of any business against which any bankruptcy petition was filed, either at the time of the bankruptcy or two years prior to that time;

b.

  was convicted in a criminal proceeding or named subject to a pending criminal proceeding (excluding traffic violations and other minor offences);
c.   was subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
d.   asfound by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Audit Committee.

As of the date of this Annual Report, we have not appointed members to an audit committee and, therefore, the respective role of an audit committee has been conducted by our board of directors. When established, the audit committee's primary function will be to provide advice with respect to the Company's financial matters and to assist the board of directors in fulfilling its oversight responsibilities regarding finance, accounting, tax and legal compliance. The audit committee's primary duties and responsibilities will be to: (i) serve as an independent and objective party to monitor the Company's financial reporting process and internal control system; (ii) review and appraise the audit efforts of the Company's independent accountants; (iii) evaluate the Company's quarterly financial performance as well as its compliance with laws and regulations; (iv) oversee management's establishment and enforcement of financial policies and business practices; and (v) provide and open avenue of communication among the independent accountants, management and the board of directors.

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 that our executive officers and directors and persons who own more than 10% of a registered class of our equity securities file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the Securities and Exchange Commission regulations to furnish us with copies of all Section 16(a) reports they file.

To the best of our knowledge, during the fiscal year ended December 31, 2001, all executive officers, directors and greater than 10% shareholders filed the required reports in a timely manner.

Code of Ethics.

 We intend to adopt a code of ethics in 2004 that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We intend to post the text of our code of ethics on our website at www.seglobal.com in connection with our "Investor Relations" materials. In addition, we intend to promptly disclose (1) the nature of any amendment to our code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and (2) the nature of any waiver, including an implicit waiver, from a provision of our code of ethics that is granted to one of these specified officers, the name of such person who is granted the waiver and the date of the waiver on our website in the future. We do not currently have a code of ethics as this is a new regulatory requirement and we are examining the various form and contents of other companies written code of ethics, discussing the merits and meaning of a code of ethics to determine the best form for our company.


Item 10.  Executive Compensation .                                                  

Summary of Compensation of Executive Officers.

The following table summarizes the compensation paid to our President and Chief Executive Officer during the last three complete fiscal years.  No other officer or director received annual compensation in excess of $100,000 during the last three complete fiscal years.

SUMMARY COMPENSATION TABLE

Name and Principal Position Year Annual Compensation Long Term Compensation All Other Compen-
sation
    Salary Bonus Other Annual Compen- sation Awards Payouts  
          Securities Under Options/ SARs Granted Restricted Shares or Restricted Share Units LTIP Payouts  
Toby Chu President, CEO and Director(1) 2003
2002
2001
Nil
Nil
35,500
Nil
Nil
Nil
Nil
Nil
Nil
100,000(3)
Nil
290,000(4)
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Craig Laughlin President(2) 2003
2002
2001
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Notes:
  (1) Mr. Chu was appointed President, Chief Executive Officer and a director of our company on February 20, 2001. Mr. Chu stepped aside as President of SE Global to make room for Mr. Hong-Lip Yow to step into that position. Mr. Chu remains CEO and has been appointed to the position of Chairman.
  (2) Mr. Laughlin resigned as President of our company on February 20, 2001.
  (3) Mr. Chu was granted options to purchase 100,000 common shares in the capital of our company, pursuant to our 2001 Stock Option Plan. The options are exercisable at a price of $0.28 per share and expire on June 12, 2008.
  (4) Mr. Chu was granted options to purchase 290,000 common shares in the capital of our company, pursuant to our 2001 Stock Option Plan. The options are exercisable at a price of $0.57 per share and expire on October 9, 2006.

As of the date of this annual report, we have no compensatory plan or arrangement with respect to any officer that results or will result in the payment of compensation in any form from the resignation, retirement or any other termination of employment of such officer's employment with our company, from a change in control of our company or a change in such officer's responsibilities following a change in control.


                                                      

Stock Options/SAR Grants.

The following grants of stock options or stock appreciation rights were made during the fiscal year ended December 31, 2003 to our named executive officers:

Options Granted to Our Named Executive Officers
in the Year Ended December 31, 2003

 


Name

Number of Shares of Common Stock Underlying Options Granted



% of Total Options Granted(1)


Exercise or Base Price ($/Share)

 


Expiration Date

Toby Chu

100,000

31%

$0.28

June 12, 2008

          (1)    The total number of options to purchase common shares granted to employees/consultants/officers/directors during the fiscal year ended
                   December 31, 2003 was 320,000.

Value of the Options Granted in the Year Ended December 31, 2003

   
 

 

 

Name

   
 

 

Shares Acquired on Exercise (#)

  
 
 

 

Value Realized ($)

Number of Shares of Common Stock Underlying Unexercised Options as December 31, 2003 Exercisable / Unexercisable

 
Value of Unexercised In-the-Money Options at December 31, 2003 Exercisable / Unexercisable
(1)

Toby Chu

Nil

Nil

100,000

8,000

       (1)           The closing bid price on December 31, 2003 was $0.36.

Aggregated Option/SAR Exercises and Fiscal Year-End Option/SAR Value Table.

Aggregate Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values

Name

Shares Acquired on Exercise (#)

Value Realized
($)

Number of Securities Underlying Unexercised Options/SARs at FY-End (#)
Exercisable/Unexercisable

Value of Unexercised In-the Money Options/SARs at FY-End ($)
Exercisable/Unexercisable

Toby Chu

Nil

Nil

Nil

Nil

Long-Term Incentive Plans.

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.

Compensation of Directors.

No cash compensation was paid to any of our directors for the director's services as a director during the fiscal year ended December 31, 2003. We have no standard arrangement pursuant to which our directors are compensated for their services in their capacity as directors except for the granting from time to time of incentive stock options. The board of directors may award special remuneration to any director undertaking any special services on behalf of our company other than services ordinarily required of a director. Other than indicated below, no director received and/or accrued any compensation for his services as a director, including committee participation and/or special assignments.

On October 10, 2001, we granted an aggregate of 300,000 options to purchase common shares in the capital of our company to four (4) of our directors and 290,000 options to purchase common shares in the capital of our company to a director who is also an officer of our company. The options are exercisable at a price of $0.57 per share and expire on October 9, 2006.

On June 13, 2003, we granted an aggregate of 120,000 options to purchase common shares in the capital of our company to four (4) of our directors and 100,000 options to purchase common shares in the capital of our company to a director who is also an officer of our company. The options are exercisable at a price of $0.28 per share and expire on June 12, 2008.

Stock Option Plan.

Effective October 10, 2001, we adopted a stock option plan referred to as the "2001 Plan" allowing for the awarding of options to acquire shares of our common stock. The 2001 Plan allows for non-qualified stock options to be awarded to our employees, officers, directors and consultants and for incentive stock options to be awarded to our employees. The maximum number of options issuable under the 2001 Plan cannot exceed 2,500,000 of which a maximum of 700,000 can be incentive options. The incentive options must be granted at the market value of our common stock at the time of issue and for a term not to exceed 5 years. Unless otherwise determined, the incentive options will vest to the holder as follows: 30% six months following the award date, 40% twelve months following the award date and 30% eighteen months following the award date. The non-qualified options vest immediately, must be granted at a minimum of 85% of the market value of our common stock at the time of issue and for a term not to exceed 10 years.

Since October 10, 2001, 2,150,000 non-qualified options at a price of $0.57 were issued under the 2001 Plan to certain employees, officers, directors and consultants of the Company and certain of its subsidiaries. Of these options, 940,000 are deemed to be a modification of options granted under the our previous stock option plan and as such are subject to variable accounting in accordance with the provisions of FIN 44.

Of these options, 1,530,000 were granted to employees, officers and directors at less than market value of our common stock with a total intrinsic value, being the excess of the quoted market price of the common stock over the exercise price at the date the options are granted, of $153,000 which was recorded in 2001. In addition, 940,000 of these options are subject to variable


accounting in accordance with FIN 44 resulting in additional compensation expense as at December 31, 2001 of $206,800. Effective December 31, 2002, a compensation recovery of $300,800 has been recorded to reflect a decline in the market value of the Company's common stock as it relates to the options requiring variable accounting. The remaining 620,000 options were granted to consultants and have been accounted for as required by SFAS No. 123 by applying the fair value method using the Black-Scholes option pricing model assuming a dividend yield of 0%, a risk-free interest rate of 5%, expected option life of five years and an expected volatility of 174%, resulting in additional compensation expense of $396,800 which was recorded in 2001.

Item 11.  Security Ownership of Certain Beneficial Owners and Management.

Equity Compensation Plan.

The following table provides information as of December 31, 2003, concerning shares of our common stock authorized for issuance under our existing equity compensation plans.




Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted average exercise price of outstanding options, warrants and rights


Number of securities remaining available for future issuance

Equity compensation plans approved by security holders

1,804,000

$0.51

696,000

Equity compensation plans not approved by security holders

N/A

N/A

N/A

 

Total:

1,804,000

$0.51

696,000

Security Ownership of Certain Beneficial Owners and Management.

The following table sets forth, as at March 25, 2004, certain information with respect to the beneficial ownership of our common stock by each shareholder 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.

[Continued on Next Page]


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.

Name and Address of Beneficial Owner Amount and Nature of Beneficial Ownership(1) Percentage of Class(1)
Hong-Yip Yow, President, COO and Director
P.O. Box 297, 1142 South Diamond Bar Boulevard, Diamond Bar, CA 91765
0 0%
Toby Chu President, CEO and Director
3780 Kilby Court Richmond, BC, Canada V6X 3M9
390,000(2) 2.22%
Tim Leong, Chief Financial Officer, Secretary and Treasurer
3245 E. 17th Avenue Vancouver, BC, Canada V5M 2N9
95,000(3) 0.54%
Prithep Sosothikul, Director
85 Sukumvit Soi-39 Bangkok, Thailand 10110
100,000(4) 0.57%
G. David Richardson, Director
2890 West 47th Avenue Vancouver, BC Canada V6N 3N7
140,000(5) 0.79%
Ken Lee, Director
191 West 20th Avenue Vancouver, BC, Canada V5Y 2C4
140,000(6) 0.79%
Sukanya Prachuabmoh, Director
51/76 Sukhumvit 23 Bangkok, Thailand 10110
40,000(7) 0.23%
Capital Alliance Group Inc.
1200 - 777 West Broadway Vancouver, BC V5Z 4J7
14,502,635(8) 82.48%
Directors and Executive Officers as a Group 15,407,635 87.62%

Notes:
  (1) Based on 17,583,740 shares of common stock issued and outstanding as of March 25, 2004. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to options or warrants currently exercisable, or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage ownership of the person holding such option or warrants, but are not deemed outstanding for purposes of computing the percentage ownership of any other person.
  (2) Includes 390,000 options to purchase common shares in the capital of our company.
  (3) Includes 95,000 options to purchase common shares in the capital of our company.
  (4) Includes 100,000 options to purchase common shares in the capital of our company.
  (5) Includes 140,000 options to purchase common shares in the capital of our company.
  (6) Includes 140,000 options to purchase common shares in the capital of our company.
  (7) Includes 40,000 options to purchase common shares in the capital of our company.
  (8) Our President and CEO, Toby Chu, is also the President, CEO and a director of Capital Alliance Group Inc.

Changes in Control.

We are unaware of any contract or other arrangement, the operation of which may, at a subsequent date, result in a change in control of our company.

Item 12.  Certain Relationships and Related Transactions.

As detailed elsewhere in this annual report, we acquired 100% of the issued and outstanding shares of SE Global Equities Inc. (a company incorporated in the Cayman Islands on October 30, 2000) effective February 21, 2001. The acquisition was effected by a share exchange reorganization pursuant to which we issued a total of 12,873,944 shares of common stock (representing approximately 89.6% of our issued and outstanding common stock immediately following the acquisition) to the stockholders of SE Global Equities Inc., including our parent company, Capital Alliance Group Inc. Capital Alliance Group Inc. now holds approximately 82% of our issued and outstanding shares of common stock.

During the year ended December 31, 2003, Capital Alliance Group Inc. received net cash advances from us of $202,340. During the period ended December 31, 2002, Capital Alliance Group Inc. received net cash advances from us of $41,273, and paid or incurred expenses on our behalf of $39,988. The amounts paid or incurred on our behalf by Capital Alliance Group Inc. have been included in determining our net losses for the years ended December 31, 2002 and December 31, 2003, as follows:

 

December 31, 2002

December 31, 2003


 

Consulting

$                   -

$          _______

General and administrative

$          39,988

$          _______

 


 

 

$          39,988

$          _______


 

Amounts due to Capital Alliance Group Inc. are presently non-interest bearing and have no specific terms of repayment.

PART IV

Item 13.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K .

Exhibits.

Exhibit Number and Exhibit Title

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 (incorporated by reference from our Form 10-KSB, filed April 1, 2002)
10 Material Contracts - None for fiscal
21. Subsidiaries
 

-

SE Global Equities Inc.
  - SE Global Equities Company Ltd.
  - SE Global Communications (Hong Kong) Ltd.
  - SE Global Investment Company Limited
  - SE Globla Capital Inc. (formerly SE Global Direct, Inc.)
  - Global American Investments, Inc.
31.a Certificate of CEO as Required by Rule 13a-14(a)/15d-14
31.b Certificate of CFO as Required by Rule 13a-14(a)/15d-14
32.a Certificate of CEO as Required by Rule Rule 13a-14(b) and Rule 15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code
32.b Certificate of CFO as Required by Rule Rule 13a-14(b) and Rule 15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code

Reports of Form 8-K.

Date of Report

Date of Event

Item Reported

June 23, 2003

June 18, 2003

Resignation of Mr. Anish Sunderji

Item 14.  Controls and Procedures.

Evaluation of Disclosure Controls and Procedures.

Within the 90 days prior to the filing date of this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective. Disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

Changes in internal controls.

There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of our evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.


SE GLOBAL EQUITIES CORP.

 

CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003 and 2002
(Expressed In United States Dollars)

 

INDEPENDENT AUDITORS' REPORT

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED STATEMENT OF OPERATIONS

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

CONSOLIDATED STATEMENTS OF CASH FLOWS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

F-1


 

 

DALE MATHESON
CARR - HILTON LABOBTE
C H A R T E R E D  A C C O U N T A N T S

Partnership of:

Alvin F. Dale, Ltd.

Robert J. Matheson, Inc.

 
Robert J. Burkart, Inc.

Peter J. Donaldson, Inc.

Fraser G. Ross, Ltd.


 
James F. Carr-Hilton, Ltd.

R.J. LaBonte, Ltd.

INDEPENDENT AUDITORS' REPORT


To the Stockholders and Board of Directors of SE Global Equities Corp.

We have audited the consolidated balance sheets of SE Global Equities Corp. as at December 31, 2003 and 2002 and the consolidated statements of operations, stockholders' equity and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with United States generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2003 and 2002 and the results of its operations and its cash flows and the changes in stockholders' equity for the years then ended.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, to date the Company has incurred substantial losses in developing its business.and has a limited history of profitable operations The Company anticipates that additional external funding may be required to meet its obligations and the costs of its operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in this regard are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

"Dale Matheson Carr-Hilton LaBonte"

CHARTERED ACCOUNTANTS

Vancouver, B.C.
January 27, 2004
 

A MEMBER OF MMGI INTERNATIONAL, A WORLDWIDE NETWORK OF INDEPENDENT ACCOUNTANTS AND BUSINESS ADVISORS
Vancouver Offices: Suite 1700 - 1140 West Pender Street, Vancouver, B.C., Canada  , V6E 4G1  Tel: 604-687-4747 Fax: 604-687-4216
  Suite 610 - 938 Howe Street, Vancouver, B.C., Canada  , V6Z 1N9  Tel: 604-682-2778 Fax: 604-689-2778
Surrey Office: Suite 303 - 7337 - 137th Street, Surrey, B.C., Canada  , V3W 1A4  Tel: 604-572-4586 Fax: 604-572-4587

F-2


SE GLOBAL EQUITIES CORP.
CONSOLIDATED BALANCE SHEETS

 

December 31, 2003

December 31, 2002


 

ASSETS

     

CURRENT

   

     Cash

$         267,8913 

$         35,413 

     Accounts receivable

78,090 

46,694 

     Prepaid expenses and deposits

13,725 

19,513 


 

359,706 

101,620

     

FIXED ASSETS

   -

2,453 

DUE FROM RELATED PARTIES (Note 6)

    -

28,637 

RESTRICTED CASH (Note 3)

   -

80,730 

CLEARING BROKER DEPOSIT

56.980 

36,980 


 

$       416,686 

$       250,420 


 

LIABILITIES

     

CURRENT

   

     Accounts payable

$       277,627 

$       372,322 

     Loan Payable (Note 4)

100,000

   -

     Current portion of capital lease obligation

   -

43,333 


 

377,627

415,655

     

DUE TO PARENT COMPANY (Note 6)

8,000

682,425


 

385,627 

1,098,080 


 
CONTINGENCY (Notes 1 and 11)
 

STOCKHOLDERS' EQUITY (CAPITAL DEFICIENCY)

 

   

CAPITAL STOCK (Note 5)

   

     Common stock $.01 par value; 100,000,000 shares authorized

   

     17,583,740 (2002 - 14,735,962) shares issued and outstanding

175,837 

147,359 

ADDITIONAL PAID IN CAPITAL

4,795,709 

4,284,287 

DEFICIT

(4,940,487)

(5,279,306)


 

31,059

(847,660)


 

$      416,686 

$      250,420 


 

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

F-3


SE GLOBAL EQUITIES CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31

  2003

2002


REVENUES

   

     Brokerage commissions

$   2,367,205 

$   2,469,560 

    Consulting Fees

309,552

   -


2,676,757

2,469,560

     Direct costs

1,720,578 

1,275,270 


 

956,179

1,194,290 


     

EXPENSES

   

     Depreciation

2,453 

29,439 

     Consulting -stock based compensation (recovery) (Note 5)

   -

(300,800)

     General and administrative

243,013

1,041,275

     Management fees and salaries

508,248

498,165 

     Professional fees

73,871

137,467 


 

827,585 

1,405,546

 

INCOME BEFORE OTHER ITEM

128,594

(211,256)

GAIN ON SALE OF SUBSIDIARY

210,225

   -


INCOME (LOSS) BEFORE INCOME TAX

$    338,819

$  (211,256)

     

INCOME TAXES

    Current

(115,198)

   -

     Recovery of deferred tax assets

115,198

    -


 

$    338,819

$  (211,256)


BASIC NET INCOME (LOSS) PER SHARES

$          0.02

$        (0.01)


     

WEIGHTED AVERAGE COMMON

   

SHARES OUTSTANDING

17,583,740

14,657,655 


 

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

F-4


SE GLOBAL EQUITIES CORP.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

Common Shares
Number Amount Additional Paid in Capital Common Share Subscriptions Deficit Accumulated other comprehensive income (loss) Total

Balance, December 31, 2001

14,464,962 

144,649 

4,442,777 

67,500 

(5,068,050)

$            - 

$    (413,124)

Issued for stock options at $0.57 per share

136,000 

1,360 

76,160 

77,520 

Issued for cash at $0.50 per share

135,000 

1,350 

66,150 

(67,500)

Stock based compensation recovery

(300,800)

(300,800)

Net loss for the year

(211,256)

(211,256)


Balance, December 31, 2002

14,735,962 

147,359

4,284,287 

(5,279,306)

$            - 

$    (847,660)

Issued for stock options at $0.57 per share

70,000 

700 

39,200 

-  

39,900

Issued on settlement of advances from CAG

2,777,778

27,778

472,222 

500,000

Net income for the year

338,819

338,819


17,583,740

$     175,837 

$   4,795,709 

$            - 

$ (4,940,487)

$            - 

$    (31,059)


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

F-5


SE GLOBAL EQUITIES CORP.
CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31

2003 2002

(Notes 1 and 3)

CASH FLOWS FROM OPERATING ACTIVITIES

     Net income (loss) for the year

$    (211,256)

$    (231,256)

     Adjustments to reconcile net income (loss) to net cash
     from (used in) operating activities

     - depreciation

2,453 

29,439 

     - stock-based compensation (recovery)

   -

(300,800)

   - gain on sale of subsidiaries

(210,225)

   -

     - accounts receivable

(2,759) 

56,220 

     - prepaid expenses

5,788

(19,513)

     - accounts payable

123,531

229,770 


CASH FROM (USED IN) OPERATING ACTIVITIES

257,607

(236,140)


CASH FLOWS FROM INVESTING ACTIVITIES

     - broker deposit

(20,000)


CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES

(20,000)


CASH FLOWS FROM FINANCING ACTIVITIES

     - restricted cash

80,730

115,116 

     - loan advances

100,000 

     - 

     - capital lease obligation repayments

(43,333)

(104,199)

     - advances (to) from parent company and related parties

(682,425)

21,767

     - issue of common shares

539,899

77,520 


CASH FROM (USED IN) FINANCING ACTIVITIES

(5,129)

110,204 


INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS

232,478

(125,936)

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR

35,43

161,349


CASH AND CASH EQUIVALENTS, END OF YEAR

$      267,891

$        35,413


               Supplemental cash flow information: Refer to Notes 5 and 9.

 

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

F-6


SE GLOBAL EQUITIES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002


NOTE 1 -NATURE OF OPERATIONS AND BASIS OF PRESENTATION


The Company offers a software platform that provides electronic low cost order routing of U.S. securities through a licensed U.S. securities broker-dealer to investors throughout most of the world. All order routing and support services are provided by the individual alliance broker in compliance with local regulatory requirements. Global-American Investments, Inc. ("GAI"), a subsidiary of SE Global Equities Corp., is a U.S. licensed securities broker-dealer. GAI provides a wide range of brokerage services in the United States.

Going concern

These financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America with the on-going assumption applicable to a going concern which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The continued operations of the Company and the recoverability of the carrying value of its assets is dependent upon the ability of the Company to maintain profitable operations. The accompanying financial statements do not include any adjustments relative to the recoverability and classification of assets carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty. To date, the Company has incurred losses since inception totaling $4,940,487, had a working capital deficit of $25,921 at December 31, 2003 and has a limited history of profitable operations.

There can be no assurance that capital will be available as necessary to meet the Company's working capital requirements or, if the capital is available, that it will be on terms acceptable to the Company. The issuances of additional equity securities by the Company may result in a significant dilution in the equity interests of its current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase the Company's liabilities and future cash commitments. If the Company is unable to obtain financing in the amounts and on terms deemed acceptable, the business and future success may be adversely affected. Given the Company's limited profitable operating history, there can be no assurance that it will be able to achieve or maintain profitability. Accordingly, these factors raise substantial doubt about the Company's ability to continue as a going concern.
 

NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Basis of presentation

The accompanying consolidated financial statements are presented in United States dollars and are prepared in accordance with accounting principles generally accepted in the United States.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, which include SE Global Capital, Inc. (originally incorporated as SE Global Direct, Inc.), a company incorporated on May 11, 2001 in the State of California and SE Global Equities Inc., and GAI. The Company also has one subsidiary, SE Global Investment Company Limited, which is inactive and has no assets, liabilities or operations. On May 30, 2003 the Company sold its interest in two of its non-operating subsidiaries, SE Global Equities Company Limited and SE Global Communications (Hong Kong) Limited, to arms-length parties for nominal consideration (see Note 7). All significant intercompany balances and transactions have been eliminated on consolidation.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses for the periods that the financial statements are prepared. Actual amounts could differ from these estimates.

Cash and cash equivalents

Cash and cash equivalents consists of cash on deposit and highly liquid short-term interest bearing securities with maturities at the date of purchase of three months or less.

 

F-7


SE GLOBAL EQUITIES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002


NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

Financial instruments

The Company's financial instruments include cash and cash equivalents, accounts payable and capital lease obligations. The fair values of these financial instruments approximate their carrying values. The fair value of the Company's capital leases is estimated based on market value of financial instruments with similar terms. Management believes that the fair value of the debt approximates its carrying value.

Revenue recognition

Securities transactions and related revenues and expenses are recorded on a trade date basis. Commission revenues are recorded on a settlement date basis. Consulting fees are recorded in accordance with the terms of consulting agreements when collection is reasonably assured.

Net Earnings (Loss) per Common Share

Basic earnings (loss) per share includes no dilution and is computed by dividing earnings (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net earnings (loss) per share reflects the potential dilution of securities that could share in the earnings (loss) of the Company. The accompanying presentation is only of basic net earnings (loss) per share as the potentially dilutive factors are anti-dilutive to basic net earnings (loss) per share.

Foreign currency transactions

The financial statements are presented in United States dollars. In accordance with Statement of Financial Accounting Standards No. 52, "Foreign Currency Translation", since the functional currency of the Company is U.S. dollars, the foreign currency financial statements of the Company's subsidiaries are re-measured into U.S. dollars. Monetary assets and liabilities are re-measured using the foreign exchange rate that prevailed at the balance sheet date. Revenue and expenses are translated at weighted average rates of exchange during the year and stockholders' equity accounts and capital asset accounts are translated by using historical exchange rates. Any re-measurement gain or loss incurred is reported in the consolidated income statement.

Income taxes

The Company follows the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances. Future tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. The effect on future tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment. A valuation allowance is provided for deferred tax assets if it is more likely than not that the Company will not realize the future benefit, or if the future deductibility is uncertain.


Stock-based compensation

In December 2002, the Financial Accounting Standards Board issued Financial Accounting Standard No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure" ("SFAS No. 148"), an amendment of Financial Accounting Standard No. 123 "Accounting for Stock-Based Compensation" ("SFAS No. 123"). The purpose of SFAS No. 148 is to: (1) provide alternative methods of transition for an entity that voluntarily changes to the fair value based method of accounting for stock-based employee compensation, (2) amend the disclosure provisions to require prominent disclosure about the effects on reported net income of an entity's accounting policy decisions with respect to stock-based employee compensation, and (3) to require disclosure of those effects in interim financial information. The disclosure provisions of SFAS No. 148 were effective for the Company for the year ended December 31, 2002 and the required disclosures have been made below.
 

F-8


SE GLOBAL EQUITIES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002


NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

The Company has elected to continue to account for stock-based employee compensation arrangements in accordance with the provisions of Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees", ("APB No. 25") and comply with the disclosure provisions of SFAS No. 123 as amended by SFAS No. 148 as described above. In addition, in accordance with SFAS No. 123 the Company applies the fair value method using the Black-Scholes option-pricing model in accounting for options granted to consultants. Under APB No. 25, compensation expense is recognized based on the difference, if any, on the date of grant between the estimated fair value of the Company's stock and the amount an employee must pay to acquire the stock. Compensation expense is recognized immediately for past services and pro-rata for future services over the option-vesting period.

The following table illustrates the pro forma effect on net income (loss) and net income (loss) per share as if the Company had accounted for its for stock-based employee compensation using the fair value provisions of SFAS No. 123 using the assumptions as described in Note 5:

   

December 31, 2003

December 31, 2002

   
Net income (loss) for the year As reported

$ 338,819 

$ (211,256)

SFAS 123 compensation expense Pro-forma

(76,800)

 - 

   
Net income (loss) for the year Pro-forma

$ 262,019

$ (211,256)

   
Pro-forma basic net income (loss) per share Pro-forma

$ 0.02

$ (0.01)

   

The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with SFAS No. 123 and the conclusions reached by the Emerging Issues Task Force in Issue No. 96-18, "Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring or in Conjunction with Selling Goods or Services" ("EITF 96-18"). Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earlier of a performance commitment or completion of performance by the provider of goods or services as defined by EITF 96-18.

The Company has also adopted the provisions of the Financial Accounting Standards Board Interpretation No.44, Accounting for Certain Transactions Involving Stock Compensation - An Interpretation of APB Opinion No. 25 ("FIN 44"), which provides guidance as to certain applications of APB 25. FIN 44 is generally effective July 1, 2000 with the exception of certain events occurring after December 15, 1998.


Comprehensive income is defined as the change in equity from transactions, events and circumstances, other than those resulting from investments by owners and distributions to owners. Comprehensive income to date consists only of the unrealized gains and losses resulting from translation of the foreign currency financial statements of certain of the Company's subsidiaries. As at December 31, 2003 all such gains and losses have been realized.

Recent accounting pronouncements

In June 2001, the FASB issued SFAS No. 143 "Accounting for Asset Retirement Obligations" which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment, or other disposal of long-lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets. SFAS 143 is effective for fiscal years beginning after June 15, 2002. The adoption of SFAS 143 has not had any impact on the Company's financial position or results of operations.
 

F-9


SE GLOBAL EQUITIES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002


NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." Such standard requires costs associated with exit or disposal activities (including restructurings) to be recognized when the costs are incurred, rather than at a date of commitment to an exit or disposal plan. SFAS No. 146 nullifies EITF Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)." Under SFAS No. 146, a liability related to an exit or disposal activity is not recognized until such liability has actually been incurred whereas under EITF Issue No. 94-3 a liability was recognized at the time of a commitment to an exit or disposal plan. The provisions of this standard are effective for exit or disposal activities initiated after December 31, 2002. The adoption of SFAS 146 has not had any impact on the Company's financial position or results of operations.

On April 30, 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities". SFAS No. 149 amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS No. 133. The new guidance amends SFAS No. 133 for decisions made as part of the Derivatives Implementation Group ("DIG") process that effectively fequired amendments to SFAS No. 133, and decisions made in connection with other FASB projects dealing with financial instruments and in connection with implementation issues raised in relation to the application of the definition of a derivative that contains financing components. In addition, it clarifies when a derivative contains a financing component that warrants special reporting in the statement of cash flows. SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003. The Company adopted SFAS 149, as required, on July 1, 2003 with no material impact on its financial statements.

In May 2003, SFAS 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity", was issued. This Statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). Many of those instruments were previously classified as equity. Generally, a financial instrument, whether in the form of shares or otherwise, that is mandatorily redeemable, i.e. that embodies an unconditional obligation requiring the issuer to redeem it by transferring its shares or assets at a specified or determinable date (or dates) or upon an event that is certain to occur, must be classified as a liability (or asset in some circumstances). In some cases, a financial instrument that is conditionally redeemable may also be subject to the same treatment. This Statement does not apply to features that are embedded in a financial instrument that is not a derivative (as defined) in its entirety. For public entities, this Statement is effective for financial instruments entered into or modified after May 31, 2003. The adoption of SFAS 150 does not affect the Company's financial position or results of operations.

In November 2002, the FASB issued FASB Interpretation No. 45, "Guarantor's Accounting for Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, an interpretation of FASB Statements No. 5, 57 and 107 and rescission of FASB Interpretation No. 34, Disclosure of Indirect Guarantees of Indebtedness of Others" ("FIN 45"). FIN 45 clarifies the requirements for a guarantor's accounting for, and disclosure of, certain guarantees issued and outstanding. It also requires a guarantor to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. This interpretation also incorporates without reconsideration the guidance in FASB Interpretation No. 34, which is being superseded. The adoption of FIN 45 will not have a material effect on the Company's financial statements.

In January 2003, the FASB issued FASB Interpretation No. 46, Consolidation of Variable Interest Entities, an interpretation of Accounting Research Bulletins ("ARB") No. 51, Consolidated Financial Statements ("FIN 46"). Fin 46 applies immediately to variable interest entitles created after January 31, 2003, and in the first interim period beginning after June 15, 2003 for variable interest entities created prior to January 31, 2003. The interpretation explains how to identify variable interest entities and how an enterprise assesses its interest in a variable interest entity to decide whether to consolidate that entity. The interpretation requires existing unconsolidated variable interest entities to be consolidated by their primary beneficiaries if the entities do not effectively disperse risks among parties involved. Variable interest entities that effectively disperse risks will not be consolidated unless a single party holds an interest or combination of interests that effectively recombines risks that were previously dispersed. The adoption of FIN 46 will not have a material effect on the Company's financial statements.

F-10


SE GLOBAL EQUITIES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002 AND 2001


NOTE 3 - CAPITAL LEASE OBLIGATION

SEGHK entered into a Master Lease Agreement with GE Capital (Hong Kong) Limited dated June 30, 2000. Under the terms of the agreement, GE Capital agreed to finance the acquisition of computer equipment and software for $293,694. As security for the lease agreement GE Capital required that the Company deposit $300,000 with GE Capital, which renewed every three months and earned interest at approximately 5% per annum. These funds remained on deposit until the expiration of the lease, June 1, 2003. During the year ended December 31, 2003 the balance of funds on deposit were drawn down to make the monthly lease payments, and $33,357 was returned to the Company at the end of the lease.


NOTE 4 - LOAN PAYABLE

The $100,000 loan was received on August 25, 2003, bears interest at a rate of 12% per annum, payable monthly, and matures on August 31, 2004. A conversion feature was added on October 20, 2003 which allows the loan amount to be converted into shares of the Company at a price of $0.30 per share. Upon conversion of the loan the holder will also receive share purchase warrants entitling the holder to purchase 333,333 shares of the Company at a price of $0.40 per share for a two year period. The Company may repay the loan during the term of the loan with a penalty equivalent to three months of interest. An agent's fee of $8,000 was paid on the loan.


NOTE 5 - CAPITAL STOCK

On July 8, 2003, the Company issued 2,777,778 shares of its capital stock in settlement of $500,000 of debt owed to its parent company Capital Alliance Group Ltd.("CAG").

October 2001 Stock Option Plan

Effective October 10, 2001, the Company adopted The 2001 Stock Option Plan (the "2001 Plan") allowing for the awarding of options to acquire shares of the Company's common stock. The 2001 Plan allows for Non-qualified Stock Options to be awarded to employees, officers, directors and consultants of the Company and for Incentive Stock Options to be awarded to employees of the Company. The maximum number of options issuable under this plan cannot exceed 2,500,000 of which a maximum of 700,000 can be Incentive options. The incentive options must be granted at a minimum of market value of the Company's common stock and for a term not to exceed 5 years. Unless otherwise determined, the Incentive options will vest to the holder as follows: 30% six months following the award date, 40% twelve months following the award date and 30% eighteen months following the award date. The non-qualified options vest immediately, must be granted at a minimum of 85% of the market value of the Company's common stock and for a term not to exceed 10 years. In January 2004 the Company adopted a new Stock Option Plan (See Note 10.)

Effective October 10, 2001 the Company awarded a total of 2,150,000 non-qualified options at a price of $0.57 under the 2001 Plan to certain employees, officers, directors and consultants of the Company and certain of its subsidiaries. Of these options, 940,000 are deemed to be a modification of options granted under the original Plan and as such are subject to variable accounting in accordance with the provisions of the Financial Accounting Standards Board Interpretation No.44, Accounting for Certain Transactions Involving Stock Compensation - An Interpretation of APB Opinion No. 25 ("FIN 44"). Of these options, 1,530,000 were granted to employees, officers and directors at less than market value of the Company's common stock with a total intrinsic value, being the excess of the quoted market price of the common stock over the exercise price at the date the options are granted, of $153,000. In addition, 940,000 of these options are subject to variable accounting in accordance with FIN 44 resulting in additional compensation expense as at December 31, 2001 of $206,800. The remaining 620,000 options were granted to consultants and have been accounted for as required by SFAS No. 123 by applying the fair value method using the Black-Scholes option pricing model assuming a dividend yield of 0%, a risk-free interest rate of 5%, expected option life of five years and an expected volatility of 174%, resulting in additional compensation expense of $396,800 which was recorded in 2001.

During the period ended March 31, 2002 the Company recognized a recovery of $300,800 in connection with the 940,000 options subject to variable accounting resulting from a decline in the market value of the Company's common stock. During the year ended December 31, 2003, 150,000 of the stock options that are subject to variable accounting expired.


 

F-11
 


SE GLOBAL EQUITIES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002 AND 2001


NOTE 5 - CAPITAL STOCK (cont'd)

On June 13, 2003 a total of 320,000 stock options were granted to employees, officers and directors at an exercise price of $0.28, exercisable for a term of five years. The fair value of these stock options was estimated at grant date using the Black-Scholes option-pricing model applying the market value per share and the risk-free interest rate in effect at the grant date of 3%, 193.60% volatility and an expected life of six years (see Note 2).

The following table summarizes the Company's stock option activity:

 


Number of Options

Weighted Average Exercise Price

Weighted Average Remaining Contractual Life

 
Balance, December 31, 2001

2,070,000 

$ 0.57 

4.78 years

Exercised

(136,000)

0.57 

 
Expired/cancelled/granted

 
 
Balance, December 31, 2002

1,934,000 

$ 0.57 

3.78 years

Exercised

(70,000)

0.57 

 
Expired/cancelled/granted

(380,000)

0.57 

 
Granted

320,000 

0.28 

 
 
Balance, December 31, 2003

1,804,000 

$ 0.51 

3.14 years

 

   
NOTE 6 - RELATED PARTY TRANSACTIONS

Included in accounts payable are unpaid management fees of $43,000 owing to a Director of the Company. These amounts are non-interest bearing and have no stated terms of repayment.

During the year ended December 31, 2003 CAG received net cash advances from the Company of $202,340 (2002 - $41,273), and CAG paid or incurred expenses on behalf of the Company of $39,988 in 2002. During the year ended December 31, 2003 CAG converted $500,000 of inter-corporate debt into 2,777,778 shares of the Company at $0.18 per share (see Note 6). As at December 31, 2003 $Nil was owing from the Company to CAG (December 31, 2002 - $682,425 was owing from the Company to CAG).

During the year ended December 31, 2003 the Company incurred management and consulting fees to Directors of the Company in the amount of $148,329 (2002 - $147,795).


NOTE 7 - GAIN ON SALE OF SUBSIDIARIES

On May 30, 2003 the Company sold its interest in two of its non-operating subsidiaries, SE Global Equities Company Limited ("SEGHK") and SE Global Communications (Hong Kong) Limited ("SEGCHK"), to arm's-length parties for nominal consideration. The sale of SEGHK and SEGCHK to arm's-length parties relieved the Company from $210,225 in debts owing to unsecured creditors, and accordingly, the Company has recognized a gain in the amount of $210,225 on the disposition of SEGHK and SEGCHK.
 

F-12
 


SE GLOBAL EQUITIES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002 AND 2001


NOTE 8 - INCOME TAXES

A reconciliation of the effective income tax rate to the Federal statutory rate is as follows:

   

December 31, 2003

December 31, 2002

   
Federal Income Tax Rate  

34.0% 

34.0% 

Effect of valuation allowance  

(34.0%)

(34.0%)

   
Effective Income Tax Rate  

   

A reconciliation of current income taxes at statutory rates with the reported taxes is as follows:

 


 

Year ended
December 31, 2003

Year ended
December 21, 2002


Income (loss) before income taxes $ 338,819  $ (211,256)

Current income taxes (recovery) $ 115,198  $ (71,827)
Non-cash management fees - (102,272)
Unrecognized (recognized) benefits of non-capital losses (115,198) 174,099
 

Total current income taxes (recovery) $ -    $ -   

The tax effects of temporary differences that give rise to significant components of future income tax assets and liabilities are as follows:


 

2003

2002


Future income tax assets:    
Operating losses available for future periods

$31,000

$500,000 

 
 

31,000

500,000 

Valuation allowance

(31,000)

(500,000)

 
Net future income tax asset (liability)

$ -

$ -


The Company has incurred operating losses of approximately $31,000 which, if unutilized, will expire through 2022. Management believes that the realization of the benefits from these deferred tax assets appears uncertain due to the Company's limited profitable operating history. Accordingly a full, deferred tax asset valuation allowance has been provided and no deferred tax asset benefit has been recorded. The Company has not recorded a tax provision for the current period as sufficient tax loss carryforwards are available to offset any income which may be subject to income taxes.


NOTE 9 - SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS


 

Year ended
December 31, 2003

Year ended
December 31, 2002


Cash paid during the period for:    
Interest $ - $ -
Income taxes - -

On July 8, 2003, the Company issued 2,777,778 shares of its capital stock in settlement of $500,000 of debt owed by it to CAG.
 


F-13


SE GLOBAL EQUITIES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002 AND 2001


NOTE 10 - SUBSEQUENT EVENTS

January 2004 Stock Option Plan

Effective January 22, 2004, the Company adopted the 2004 Stock Option Plan (the "2004 Plan") allowing for the awarding of options to acquire shares of the Company's common stock. The 2004 Plan allows for Non-qualified Stock Options to be awarded to employees, officers, directors and consultants of the Company and for Incentive Stock Options to be awarded to employees of the Company. The maximum number of options issuable under this plan cannot exceed 2,500,000 of which a maximum of 700,000 can be Incentive options. The incentive options must be granted at a minimum of market value of the Company's common stock and for a term not to exceed 5 years. Unless otherwise determined, the Incentive options will vest to the holder as follows: 30% six months following the award date, 40% twelve months following the award date and 30% eighteen months following the award date. The non-qualified options vest immediately, must be granted at a minimum of 85% of the market value of the Company's common stock and for a term not to exceed 10 years.


NOTE 11 - PROPOSED ACQUISITION

On July 14, 2003, the Company entered into a non-binding letter of intent to acquire a broker-dealer based in New York. This transaction is subject to other material conditions precedent, due diligence results and final negotiation of financial and other terms to be contained in a contract that will supercede the letter of intent. The terms of acquisition as contemplated in the letter of intent will require the Company to pay $400,000 and issue a sufficient number of shares of the Company's common stock representing an estimated fair value of $800,000.

 

 

F-14
 


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SE GLOBAL EQUITIES CORP.

/s/ Hong-Lip Yow

By: _____________________________
Mr. Hong-Lip Yow, President and COO
Date: March 29, 2004

 

By: _____________________________
Mr. Toby Chu, CEO, Chairman & Director
Date: March 29, 2004
 

In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Hong-Lip Yow

By: _____________________________
Mr. Hong-Lip Yow, President and COO
Date: March 29, 2004

  /s/ Prithep Sosothikul

By: _____________________________
Prithep Sosothikul
Date: March 29, 2004
 

/s/ Toby Chu

By: _____________________________
Mr. Toby Chu, CEO, Chairman & Director
Date: March 29, 2004

   

/s/G. David Richardson

By: _____________________________
G. David Richardson
Date: March 29, 2004

 

/s/ Tim Leong

By: _____________________________
Tim Leong, Chief Financial Officer
Date: March 29, 2004

   

/s/ Sukanya Prachuabmoh

By: _____________________________
Sukanya Prachuabmoh
Date: March 29, 2004