10QSB 1 june0410q.htm Form 10 QSB

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly six month period ended: June 30, 2004

 
[ ] 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)

 

Minnesota
(State or other jurisdiction of incorporation or organization)

410985135
(IRS Employer Identification No.)

 

Suite 1200, 777 West Broadway, Vancouver, British Columbia, Canada V5Z 4J7
(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)

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Section l2, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

Not Applicable

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:

17,583,740 common shares issued and outstanding as of August 12, 2004

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]


Table of Contents

  Page No.
FORWARD LOOKING INFORMATION 1
PART I - FINANCIAL INFORMATION 1
  Item 1. Financial Statements 1
  Item 2. Management's Discussion and Analysis or Plan of Operation 12
  Overview 12
  Results of Operations 12
  Stock-Based Compensation Expense 13
  Liquidity and Capital Resources 13
  Off-Balance Sheet Arrangement 14
  Research and Development 14
  Capital Expenditure Commitments 14
  Strategic Acquisitions 14
  Significant Accounting Policies 15
  Item 3. Controls and Procedures 15
  Evaluation of Disclosure Controls and Procedures 15
  Changes in internal controls 16
PART II - OTHER INFORMATION 16
  Item 1. Legal Proceedings 16
  Item 2. Changes in Securities 16
  Item 3. Defaults Upon Senior Securities 16
  Item 4. Submission of Matters to a Vote of Security Holders 16
  Item 5. Other Information 16
  Item 6. Exhibits and Reports on Form 8-K 17
  a. Exhibits 17
  b. Reports on Form 8-K 17
SIGNATURES 17
 

FORWARD LOOKING INFORMATION

This quarterly 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, 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$) and are prepared in accordance with United States Generally Accepted Accounting Principles.  In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States Dollars.  All references to CDN$ 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 Capital, Inc. (formerly SE Global Direct, Inc.) and Global-American Investments, Inc., unless otherwise indicated.


PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

The unaudited financial statements of SE Global for the six months ended June 30, 2004, follow. The financial statements reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim period presented.

1


 

SE GLOBAL EQUITIES CORP.

 

INTERIM CONSOLIDATED Financial Statements

JUNE 30, 2004

(Unaudited)

 

CONSOLIDATED BALANCE SHEETS

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

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SE GLOBAL EQUITIES CORP.

CONSOLIDATED BALANCE SHEETS

 

June 30, 2004

December 31, 2003

 

(Unaudited)

 

ASSETS

     

CURRENT

   

Cash and short-term investments

$    115,153 

$    267,891 

Accounts receivable

38,083 

78,090 

Prepaid expenses and deposits

21,358 

13,725 

     
 

269,044 

359,706 

     

DUE FROM PARENT COMPANY (Note 5)

12,664 

67,000 

FIXED ASSETS, net of depreciation

24,806 

CLEARING BROKER DEPOSIT

56,980 

56,980 

     
 

$      269,044 

$    483,686

     
     

LIABILITIES

     

CURRENT

   

Accounts payable

$     199,154 

$    352,627 

Loan payable (Note 3)

100,000 

100,000 

     
 

299,154 

452,627 

     

GOING CONCERN CONTINGENCY (Note 1)

 

STOCKHOLDERS' EQUITY (CAPITAL DEFICIENCY)

     

CAPITAL STOCK (Note 4)

   

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

   

17,583,740 (2003 - 17,583,740) shares issued and outstanding

175,837 

175,837 

ADDITIONAL PAID IN CAPITAL

4,859,709 

4,795,709 

DEFICIT

(5,065,656)

(4,940,487)

     
 

(30,110) 

31,059 

     
 

$     269,044 

$     483,686 

     

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

F-1

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SE GLOBAL EQUITIES CORP.

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

Three Months ended June 30, 2004

Three Months ended June 30, 2003

Six Months ended June 30, 2004

Six Months ended June 30, 2003


         
REVENUES        

Brokerage commissions

$ 624,752 

$ 516,006 

$ 1,289,970 

$ 1,027,230 

Direct costs

525,395 

371,735 

1,066,132 

777,508 


         
 

99,357 

144,271 

223,838 

249,722 

Consulting and other income

2,423 

100,998 

62,893 

155,998 


 

101,780 

245,269 

286,731 

405,720 


         
EXPENSES        

Consulting - stock based compensation

64,000 

Depreciation

2,453 

General and administrative

51,416 

74,971 

101,574 

123,418 

Interest and bank charges

3,983 

924 

8,969 

924 

Management fees and salaries

97,917 

63,419 

198,419 

214,679 

Professional fees

20,478 

15,912 

38,938 

26,239 


 

173,794 

155,226 

411,900 

367,713 


         
INCOME (LOSS) BEFORE THE FOLLOWING

(72,014)

90,043 

(125,169)

38,007 

         
OTHER INCOME        
Gain on sale of subsidiaries (Note 6)

210,225 

210,225 


NET INCOME (LOSS) FOR THE PERIOD

$ (72,014)

$ 300,268 

$ (125,169) 

$ 248,232 


         
BASIC NET INCOME (LOSS) PER SHARE

$ (0.00) 

$ 0.02 

$ (0.01) 

$ 0.02 


         
WEIGHTED AVERAGE COMMON        
SHARES OUTSTANDING

17,583,740

14,735,962

17,583,740

14,735,962


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

F-2

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SE GLOBAL EQUITIES CORP.

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Six Months
ended June 30, 2004

Six Months
ended June 30, 2003


CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income for the period

$      (125,169) 

$      248,232 

Adjustments to reconcile net loss to net cash

used in operating activities

- depreciation and amortization

2,453 

- gain on sale of subsidiaries

(210,225)

- stock based compensation (recovery)

64,000 

- accounts receivable

40,007 

26,298 

- prepaid expenses

(7,633)

6,713 

- accounts payable

(153,473)

171,005 


CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES

(182,268)

244,476 


CASH FLOWS FROM INVESTING ACTIVITIES
- fixed assets

(24,806)


CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES

(24,806)


CASH FLOWS FROM FINANCING ACTIVITIES
- restricted cash

80,730 

- lease obligation repayments

(43,333)

- advances from (to) parent company

54,336 

(170,343)


CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES

54,336 

(132,946)


INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

(152,738)

111,530 

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

267,891 

35,413 


CASH AND CASH EQUIVALENTS, END OF PERIOD

$        115,153 

$        146,943 


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

F-3

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SE GLOBAL EQUITIES CORP.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2004


(Unaudited)

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 $5,072,232, had a working capital deficit of $124,560 at June 30, 2004 and continues to rely on outside equity capital to finance recurring operating losses.

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 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.

Unaudited Interim Financial Statements

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB of Regulation S-B. They do not include all information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the six months ended June 30, 2004 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004.

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, 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. All significant intercompany balances and transactions have been eliminated on consolidation.

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SE GLOBAL EQUITIES CORP.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2004                                                                                                                                                                                                                                
(Unaudited)

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

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.

Financial instruments

The Company's financial instruments include cash and cash equivalents, accounts receivable and payable and loans payable. The fair values of these financial instruments approximate their carrying values due to the short-term maturity of the instruments.

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.

-F-5-

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SE GLOBAL EQUITIES CORP.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2004                                                                                                                                                                                                                                
(Unaudited)

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

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.

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 4:

   

June 30, 2004

June 30, 2003

       

Net loss for the period

As reported

$    (131,745)

$     248,232

SFAS 123 compensation expense

Pro-forma

(80,000)

(76,800)

       

Net loss for the period

Pro-forma

$   (211,745)

$     (171,432)

       

Pro-forma basic net loss per share

Pro-forma

$         (0.01)

$         (0.00)

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.

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SE GLOBAL EQUITIES CORP.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2004                                                                                                                                                                                                                                
(Unaudited)

NOTE 3 - 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.

As at June 30, 2004 $1,000 of accrued and unpaid interest is included in accounts payable.

NOTE 4 - 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.

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 were 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"). During the year ended December 31, 2003, 150,000 of the stock options that are subject to variable accounting expired leaving 790,000 stock options subject to variable accounting. No compensation expense relating to these stock options was recorded during the period ended June 30, 2004 as the market price of the Company's shares of common stock is less than the exercise price of these stock options.

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.

Effective February 2, 2004 the Company filed a Form S-8 registering a total of 3,000,000 shares of the Company's common stock in connection with the Company's 2004 Plan.

F-7

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SE GLOBAL EQUITIES CORP.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2004                                                                                                                                                                                                                                
(Unaudited)

NOTE 4 - CAPITAL STOCK (cont'd)

On January 26, 2004 a total of 200,000 non-qualified stock options were granted to consultants at an exercise price of $0.33, exercisable for a term of five years and a total of 250,000 non-qualified stock options were granted to employees, officers and directors, 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 2%, 213% volatility and an expected life of five years resulting in a consulting expense of $64,000 and a pro forma expense of $80,000 as disclosed in 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, 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 

$      0.52 

3.07 years

Granted

450,000 

0.33 

 
       

Balance, June 30, 2004

2,254,000 

$      0.48 

2.98 years

NOTE 5 - RELATED PARTY TRANSACTIONS

During the period ended June 30, 2004 the Company received net cash advances from CAG of $54,336 (2003 - $170,343 net cash advances to CAG). 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 4). As at June 30, 2004 $12,664 was owed to the Company from CAG (December 31, 2003 - $67,000).

During the period ended June 30, 2004 the Company incurred management and consulting fees to Directors and Officers of the Company in the amount of $60,800 (2003 - $68,749). Included in accounts payable are unpaid management fees of $43,000 owing to a Director of the Company.

Amounts due to and from related parties are unsecured, non-interest bearing and have no specific terms of repayment.

NOTE 6 - GAIN ON SALE OF SUBSIDIARIES

On May 30, 2003 the Company sold its interest in two of its 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-8

10


SE GLOBAL EQUITIES CORP.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2004                                                                                                                                                                                                                                
(Unaudited)

NOTE 7 - INCOME TAXES

The Company and its subsidiaries have combined tax losses carried forward, which may be available to reduce future year's taxable income, that result in deferred tax assets. Management believes that the realization of the benefits from these deferred tax assets appears uncertain due to the Company's limited operating history and continuing losses. Accordingly a full, deferred tax asset valuation allowance has been provided and no deferred tax asset benefit has been recorded.

NOTE 8 - SUBSEQUENT EVENTS

Effective July 7, 2004 the Company entered into an agreement to acquire 90% of the issued and outstanding shares of Fidelity Asset Management Inc. ("FAM"), a broker-dealer based in Huntington Beach, California for $10,000. FAM is a NASD registered full service broker-dealer in good standing with the regulatory bodies. This transaction is subject to material conditions precedent, due diligence results, and final negotiation of financial and other terms, as well as NASD approval.

On July 22, 2004 the Company announced a planned acquisition of the business operations of CPY Holdings LLC ("CPY"), a broker-dealer based in Fremont, California. A new company, SE Global Capital (San Jose) Inc. ("SEGCSJ"), will be established to acquire the business operations of CPY. The Company will issue 130,000 restricted shares of the Company's common stock to the shareholders of CPY, and CPY will transfer its existing client base, future revenue streams and selected assets into SEGCSJ. The Company will own 60% of SEGCSJ and the CPY shareholders will own the remaining 40% of SEGCSJ. The 130,000 restricted shares will be held in escrow and released subject to achieving certain revenue milestones. This transaction is subject to material conditions precedent, due diligence results, and final negotiation of financial and other terms, as well as NASD approval.
 

F-9

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Item 2. Management's Discussion and Analysis or Plan of Operation.

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 conduct 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.

The following discussion compares the financial results for the six month period ended June 30, 2004 and June 30, 2003.

Results of Operations.

Six month period ended June 30, 2004 compared to six month period ended June 30, 2003

Revenue.  Brokerage commission revenue for the six month period ended June 30, 2004 was $1,289,970 compared to revenues of $1,027,230 for the six month period ended June 30, 2003, an increase of 26%. Our direct costs, consisting of trade clearing charges, quotation costs and commissions, were $1,066,132 for the six month period ended June 30, 2004, compared to $777,508 for the six month period ended June 30, 2003. The increase in direct costs for the six month period ended June 30, 2004 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.

We had other income of $62,893 for the six month period ended June 30, 2004 compared to $155,998 for the six month period ended June 30, 2003. Other income during the six months ended June 30, 2004 was comprised of forfeited deposits from certain consulting contracts, while other income during the six months ended June 30, 2003 was comprised primarily of consulting fees.

Our ability to achieve profitability in the future will depend upon our ability to expand our brand awareness and client base, increase our global market presence and reduce our operating costs. In order to achieve these goals, we will need to increase spending on marketing and enhance our cost control program.

Expenses.   Total expenses increased from $367,713 for the six month period ended June 30, 2003 to $411,900 for the six month period ended June 30, 2004, an increase of 12%. Included in total expenses was a non-cash stock-based compensation expense of $64,000 which accounted for the majority of the increase in expenses during the six month period ended June 30, 2004.

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Management fees and salaries for the six month period ended June 30, 2004 was $198,419, compared to $214,679 for the six month period ended June 30, 2003, a decrease of 8%. General and administrative costs for the six month period ended June 30, 2004 were $101,574, compared to $123,418 for the six month period ended June 30, 2003, a decrease of 18%. Professional fees for the six month period ended June 30, 2004 was $38,938 compared to $26,239 for the six month period ended June 30, 2003, an increase of 48%.

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 non-cash gain in the amount of $210,225 on the sale of SEGHK and SEGCHK.

We generated a net loss of $125,169 for the six month period ended June 30, 2004 compared to a net income of $248,232 for the six month period ended June 30, 2003. Of the $125,169 net loss for the six month period ended June 30, 2004, $64,000 was attributable to the non-cash stock-based compensation charge against income. Of the $248,232 net income for the six month period ended June 30, 2003, $210,225 was attributable to the non-cash gain on sale of subsidiaries.

Stock-Based Compensation Expense.

A $64,000 non-cash stock-based compensation expense was realized for the six month period ended June 30, 2004. No non-cash stock-based compensation expense was incurred for the six month period ended June 30, 2003.

Liquidity and Capital Resources.

As at June 30, 2004, we had $172,133 in cash on hand (comprised of $115,153 of unrestricted cash and $56,980 of clearing deposit).  In comparison, as at December 31, 2003 we had cash on hand of $324,871 (comprised of $267,891 of unrestricted cash and $56,980 of clearing deposit). The unrestricted cash is available for general working capital purposes while the clearing deposit is held by the trade clearing house.

For the six month period ended June 30, 2004, we expended, before depreciation and non-cash stock-based compensation, approximately $58,000 per month to operate our business, compared to approximately $61,000 per month for operation of our business for the six month period ended June 30, 2003.  Areas of significant expenditure include management fees, salaries and benefits, professional fees, rent and office costs.

To achieve our goals and objectives for the next nine 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, as well as for strategic acquisition of existing businesses that complement our market niche, and general working capital purposes.

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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 will be adversely effected. However, we expect that we will have sufficient funds to meet our corporate overhead and ongoing operational expenses during the next nine months assuming that revenues in our wholly-owned subsidiary, Global-American Investments Inc., continue to grow at an average rate of 5% per month with the addition of new accounts, and assuming that we successfully 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.

Off-Balance Sheet Arrangement.

As of June 30, 2004, we have had no off-balance sheet arrangements.

Research and Development.

We did not expend any fund towards research and development during the six month period ended June 30, 2004 and we do not anticipate incurring any significant expenditures on research and development over the next nine months.

Capital Expenditure Commitments.

We did not undertake any capital expenditure commitments during the six month period ended June 30, 2004, and do not anticipate any significant purchase or sale of equipment over the next nine months.

Strategic Acquisitions.

Effective July 7, 2004 the Company entered into an agreement to acquire 90% of the issued and outstanding shares of Fidelity Asset Management Inc. ("FAM"), a broker-dealer based in Huntington Beach, California, for $10,000. FAM is a NASD registered full service broker-dealer in good standing with the regulatory bodies. This transaction is subject to material conditions precedent, due diligence results, and final negotiation of financial and other terms, as well as NASD approval.

On July 22, 2004 the Company announced a planned acquisition of the business operations of CPY Holdings LLC ("CPY"), a broker-dealer based in Fremont, California. A new company, SE Global Capital (San Jose) Inc. ("SEGCSJ"), will be established to acquire the business operations of CPY. The Company will issue 130,000 restricted shares of the Company's common stock to the shareholders of CPY, and CPY will transfer its existing client base, future revenue streams and selected assets into SEGCSJ. The Company will own 60% of SEGCSJ and the CPY shareholders will own the remaining 40% of SEGCSJ. The 130,000 restricted shares will be held in escrow and released subject to achieving certain revenue milestones. This transaction is subject to material conditions precedent, due diligence results, and final negotiation of financial and other terms, as well as NASD approval.

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Significant Accounting Policies

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.

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.

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.

Item 3. 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.

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Changes in internal controls.

There were no significant changes in our internal controls or in other factors that could materially affect, or are reasonably likely to materially affect, our internal controls over financial reporting, subsequent to the date of our evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.


PART II - OTHER INFORMATION

Item 1. 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 2. Changes in Securities.

None

Item 3. Defaults Upon Senior Securities

Not Applicable

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

None

Item 5. Other Information.

None

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Item 6. Exhibits and Reports on Form 8-K.

(a) 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)

21.

Subsidiaries (incorporated by reference from our Form 10-KSB, filed April 1, 2003)

99.1

Certificate of CEO as Required by Rule 13a-14(a)/15d-14

99.2

Certificate of CFO as Required by Rule 13a-14(a)/15d-14

99.3

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

99.4

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

(b) Reports of Form 8-K.

None

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

SE GLOBAL EQUITIES CORP.

Date: August 13, 2004


/s/ Toby Chu
By:_____________________________
Toby Chu , President and CEO/Director

Date: August 13, 2004


/s/ Tim Leong
By:_____________________________
Tim Leong, Chief Financial Officer

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