10QSB 1 seglobal10qsb_03312003.htm SE GLOBAL EQUITES CORP. 10-KSB FOR QUARTER ENDED MARCH 31, 2003 SE Global Equities Corp. 10-QSB for Quarter Ended March 31, 2003

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

FORM 10-QSB

(Mark One)

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

For the quarterly three month period ended: March 31, 2003

 
[ ] 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:

14,735,962 common shares issued and outstanding as of May 15, 2003

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

 


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 Equities Company Limited, SE Global Communications (Hong Kong) Limited, SE Global Investment Company Limited, 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 three months ended March 31, 2003, 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

MARCH 31, 2003

(Unaudited)

 

 

CONSOLIDATED BALANCE SHEETS

INTERIM CONSOLIDATED STATEMENT OF OPERATIONS

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

NOTES TO INTERIM CONSOLIDATED FINANANCIAL STATEMENTS

 

2


SE GLOBAL EQUITIES CORP.

CONSOLIDATED BALANCE SHEETS

 

March 31, 2003

December 31, 2002


 

(Unaudited)

 

ASSETS

     

CURRENT

   

Cash and short-term investments

$         31,732 

$         35,413 

Accounts receivable

13,439 

75,331 

Prepaid expenses and deposits

13,952 

19,513 


 

59,123 

130,257 

     

FIXED ASSETS

2,453 

RESTRICTED CASH (Note 3)

51,951 

80,730 

CLEARING BROKER DEPOSIT

36,980 

36,980 


 

$        148,054 

$        250,420 


     

LIABILITIES

     

CURRENT

   

Accounts payable

$        368,557 

$        372,322 

Current portion of capital lease obligation (Note 3)

15,478 

43,333 


 

384,035 

415,655 

     

DUE TO PARENT COMPANY (Note 5)

663,715 

682,425 


 

1,047,750 

1,098,080 


CONTINGENCY (Note 1)

 

STOCKHOLDERS' EQUITY (CAPITAL DEFICIENCY)

     

CAPITAL STOCK (Note 4)

   

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

   

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

147,359 

147,359 

ADDITIONAL PAID IN CAPITAL

4,284,287 

4,284,287 

DEFICIT

(5,331,342)

(5,279,306)


 

(899,696)

(847,660)


 

$        148,054 

$        250,420 



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

3


SE GLOBAL EQUITIES CORP.

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

Three Months ended March 31, 2003

Three Months ended March 31, 2002


     

REVENUES

   

Brokerage commissions

$        511,224 

$        501,363 

Consulting fees

55,000 


 

566,224 

501,363 

Direct costs

405,773 

377,149 


 

160,451 

124,214 

     

EXPENSES (RECOVERY)

   

Consulting - stock based compensation (recovery) (Note 4)

(300,800)

Depreciation

2,453 

7,360 

General and administrative

47,523 

47,663 

Management fees and salaries

151,260 

184,415 

Professional fees

10,327 

28,365 


 

211,563 

(32,997)


INCOME (LOSS) BEFORE THE FOLLOWING

(51,112)

157,211 

     

OTHER (EXPENSE) INCOME

   

Interest income

3,710 

Interest on leases

(924)

(3,774)


NET INCOME (LOSS) FOR THE PERIOD

$     (52,036)

$        157,147 


     

BASIC NET INCOME (LOSS) PER SHARE

$         (0.00)

$              0.01 


     

WEIGHTED AVERAGE COMMON

   

SHARES OUTSTANDING

14,735,962

14,563,984


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

 

4


SE GLOBAL EQUITIES CORP.

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

Three Months ended March 31, 2003

Three Months ended March 31, 2002


CASH FLOWS FROM OPERATING ACTIVITIES

Net (loss) income for the period

$    (52,036)

$        157,147 

Adjustments to reconcile net loss to net cash

used in operating activities

- depreciation and amortization

2,453 

7,360 

- stock based compensation

(300,800)

- accounts receivable

61,892 

58,885 

- prepaid expenses

5,561 

- accounts payable

(3,765)

58,525 


CASH FLOWS FROM (USED) IN OPERATING ACTIVITIES

14,105 

(18,883)


CASH FLOWS FROM FINANCING ACTIVITIES

- restricted cash

28,779 

28,779 

- lease obligation repayments

(27,855)

(25,005)

- advances from (to) parent company

(18,710)

(88,678)

- proceeds from issue of common shares

77,520 


CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES

(17,786)

(7,384)


DECREASE IN CASH AND CASH EQUIVALENTS

(3,681)

(26,267)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

35,413 

161,349 


CASH AND CASH EQUIVALENTS, END OF PERIOD

$        31,732 

$       135,082 


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

5


NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Effective February 21, 2001, Future Technologies, Inc. ("FTUT" or "the Company") issued 12,873,944 shares of restricted common stock to the shareholders of SE Global Equities, Inc. ("SEG Cayman"), a Cayman Islands corporation, in exchange for all of the issued and outstanding shares of SEG Cayman. In connection with this transaction, the Company changed its name to SE Global Equities Corp. ("SEG Equities") effective April 20, 2001. Prior to this transaction, SEG Cayman was a majority owned subsidiary of Capital Alliance Group Inc. ("CAG"), a publicly traded British Columbia corporation listed on the TSX Venture Exchange.

The acquisition has been accounted for as a reverse merger with SEG Cayman being treated as the accounting parent and SEG Equities, the legal parent, being treated as the accounting subsidiary. Accordingly, the consolidated results of operations of the Company include those of SEG Cayman for all periods shown and those of the Company since the date of the reverse merger. The results of SEG Cayman include those of its wholly-owned subsidiary, SE Global Equities Company Limited ("SEGHK") a company incorporated October 13, 1999 under the laws of Hong Kong as a wholly-owned subsidiary of CAG and subsequently acquired from CAG by SEG Cayman effective January 29, 2001. This transaction did not result in a change in control of SEGHK and therefore the consolidated results of SEG Cayman are deemed to be a continuation of those of SEGHK.

The Company is developing its business to become a global provider of a financial and direct-access trading platform for international investors. The Company is building an international network of brokerage firms through marketing alliances to provide investors the ability to trade on stock exchanges outside their home country. To assist in this undertaking, effective August 1, 2001, the Company acquired Global-American Investments, Inc. ("GAI"), a United States registered broker-dealer operating in California.

The consolidated financial statements have been prepared on the basis of a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has incurred losses since inception and at March 31, 2003 had a working capital deficit of $324,912 and a capital deficiency of $899,696 of which $663,715 represents parent company loans. These factors raise substantial doubt as to the Company's ability to continue as a going concern. The Company's continued operations are dependent on the successful implementation of its business plan, its ability to obtain additional financing as needed, and ultimately to attain profitable operations. Management believes that its current and future plans will generate sufficient revenues to enable the Company 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. However, except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2002 included in the Company's Annual Report on Form 10-KSB filed with the Securities and Exchange Commission. The interim unaudited consolidated financial statements should be read in conjunction with those financial statements included in the Form 10-KSB. 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 three months ended March 31, 2003 are not necessarily indicative of the results that may be expected for the year ending December 31, 2003.

 

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.

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

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and it's 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, SEG Cayman and SEGHK as described in Note 1, and GAI. The Company also has two subsidiaries, SE Global Communications (Hong Kong) Ltd. and SE Global Investment Company Limited, which are inactive and have no assets, liabilities or operations. 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.

Fixed assets

Fixed assets are recorded at cost. Depreciation is computed at the following rates over the estimated useful lives of the assets:

Computer equipment

 

36 months straight-line

Office equipment

 

36 months straight-line

Website Development Costs

The Company accounts for website development costs in accordance with EITF 00-02 whereby preliminary website development costs are expensed as incurred. Upon achieving technical and financial viability and ensuring adequate resources to complete development, the Company capitalizes all direct costs relating to the website development. Ongoing costs for maintenance and enhancement are expensed as incurred. Capitalized costs will be amortized on a straight-line basis over five years commencing upon substantial completion and commercialization of the website. To date the Company has not capitalized any website development costs.

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.

7


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

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", foreign denominated monetary assets and liabilities are translated to their United States dollar equivalents using foreign exchange rates that prevailed at the balance sheet date. Revenue and expenses are translated at average rates of exchange during the year. Related translation adjustments are reported as a separate component of stockholders' equity, whereas gains or losses resulting from foreign currency transactions are included in results of operations.

Income taxes

The Company follows the liability method of accounting for income taxes. Under this method, future 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.

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 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.

8


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

Comprehensive income

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, 2002 all such gains and losses have been realized.

Impairment of long-lived assets

The Company reviews the carrying amount of capital assets and other assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The determination of any impairment would include a comparison of estimated future operating cash flows anticipated during the remaining life with the net carrying value of the asset. No impairment losses have been recorded through March 31, 2003.

Recent accounting pronouncements

In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 141 ("SFAS 141"), "Business Combinations", which eliminates the pooling method of accounting for business combinations initiated after June 30, 2001. In addition, SFAS 141 addresses the accounting for intangible assets and goodwill acquired in a business combination. This portion of SFAS 141 is effective for business combinations completed after June 30, 2001. The adoption of SFAS 141 has not had a material impact on the Company's financial position or results of operations.

In July 2001, the FASB issued Statement of Financial Accounting Standards No. 142 ("SFAS 142"), "Goodwill and Intangible Assets", which revises the accounting for purchased goodwill and intangible assets. Under SFAS 142, goodwill and intangible assets with indefinite lives will no longer be amortized and will be tested for impairment annually or whenever events or circumstances indicate that the estimated fair value is less than the related carrying value as determined on a reporting unit basis. SFAS 142 is effective for fiscal years beginning after December 15, 2001. The adoption of SFAS 142 has not had a material impact on the Company's financial position or results of operations.

Comparative figures

Certain of the comparative figures have been restated to conform to the current year's presentation.

 

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 renews every three months and earns interest at approximately 5% per annum. These funds will remain on deposit until the expiration of the lease, June 1, 2003. During the period the balance of funds on deposit has been drawn down to make the monthly lease payments leaving $51,951 on deposit at March 31, 2003.

As of March 31, 2003 future minimum annual lease payments relating to assets held under capital leases, together with their present value are as follows:

     

Total minimum lease payments

$        15,673 

 

Amount representing interest

(195)

 
 
 

Present value of minimum lease payments

$        15,478 

 
 
 

 

9


NOTE 4 - CAPITAL STOCK

During the quarter ending March 31, 2002 the Company received $77,520 on exercise of 136,000 stock options at $0.57 per share.

Stock-based compensation

The Company accounts for stock-based employee compensation arrangements in accordance with the provisions of APB No. 25 and complies with the disclosure provisions of SFAS No. 123. 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.

No compensation expense was recorded upon vesting of the options granted under this Plan in accordance with the provisions of APB No. 25 as the exercise price of the options awarded approximated the market price of the Company's common shares as at the date of the award. Also, no additional compensation expense will be disclosed upon vesting of the options in accordance with the provisions of SFAS 123. In applying the Black-Scholes option-pricing model, no additional compensation expense resulted as the Company determined an expected volatility of 0%. This was determined on the basis that the options were granted concurrent with the completion of the reverse merger and as such no relevant historic market volatility had yet been established in the trading of shares of the Company's common stock.

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.

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.

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.

10


NOTE 4 - CAPITAL STOCK (cont'd)

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

 

Expired/cancelled/granted

 
 

Balance, March 31, 2003

1,934,000 

$           0.57 

3.53 years

 

 

NOTE 5 - RELATED PARTY TRANSACTIONS

Included in accounts payable are unpaid management fees, accrued in prior periods, in the amount 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 period ended March 31, 2003 CAG received net cash advances from the Company of $22,460 (2002 - $88,678. As at March 31, 2003 $663,715 (2002 - $682,425) was owing to CAG. These amounts are presently non-interest bearing and have no stated terms of repayment.

During the period ended March 31, 2003 the Company incurred management and consulting fees to Directors of the Company in the amount of $30,413 (2002 - $16,200).

 

NOTE 6 - INCOME TAXES

The Company and its subsidiaries have combined tax losses of approximately $4,700,000, 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.

11


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 comparisons of our financial results for the fiscal three month period ended March 31, 2003 and March 31, 2002.

Results of Operations.

Three month period ended March 31, 2003 compared to three month period ended March 31, 2002

Revenue.  Total revenue for the three month period ended March 31, 2003 was $566,224 compared to revenues of $ 501,363, for the three month period ended March 31, 2002, an increase of 13%. The majority of our revenue for the three month period ended March 31, 2003 was derived from online direct access trading services provided through our subsidiary Global-American Investments, Inc. Revenue from online direct access trading services totaled $511,224 for the three month period ended March 31, 2003 compared to $501,363 for the three month period ended March 31, 2002, an increase of 2%. For the three month period ended March 31, 2002 the majority of the revenue from online direct access trading services was derived from retail clients whereas for the three month period ended March 31, 2003 the revenue from online direct access trading services was derived from a combination of wholesale (ie. institutional) and retail clients. During the three month period ended March 31, 2003 the wholesale client base was more active than the retail client base.

Global-American Investments, Inc. was not adversely affected by the volatile equity market during the three month period ended March 31, 2003. In fact, during this period we increased the client base of active direct stock traders that thrive in such volatile markets. We continue to add new clients to the Global-American Investments, Inc. client base that are prepared to actively trade in the equity markets, especially if the equity markets improves over the current situation. From June 2002 to March 2003 the total number of new accounts increased by 16%. Also, Global-American Investments, Inc.'s asset and cash under management increased by 42% 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.

12


Even in the current environment our trading volume is experiencing modest increases each month. With the eventual return of a positive equity market it is anticipated that we will substantially increase the client base of active direct stock traders even further, and thus increase our revenue accordingly.

We also generated $55,000 in consulting fees for the three month period ended March 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. During the three month period ended March 31, 2003 SE Global secured a $400,000 consulting contract with a Chinese company. The $55,000 consulting fees for the three month period ended March 31, 2003 is part of the overall $400,000 consulting contract. Under the terms of the contract, we will assist the client in expanding its businesses to North America and identifying suitable merger or acquisition opportunities in the United States. In addition, SE Global will provide strategic consulting services to the client in connection with its listing on a U.S. equities market

Our direct costs, consisting of trade clearing charges, quotation costs and commissions, were $405,773 for the three month period ended March 31, 2003, compared to $377,149 for the three month period ended March 31, 2002. The increase in direct costs for the three month period ended March 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.

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 a net recovery of $32,997 for the three month period ended March 31, 2002 to $211,563 for the three month period ended March 31, 2003. However, total expenses for the three month period ended March 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 March 31, 2002 total expense figure then the total expenses would have been $267,803 for the three month period ended March 31, 2002 compared to $211,563 for the three month period ended March 31, 2003, a decrease of 21%.

Management fees and salaries for the three month period ended March 31, 2003 was $151,260 compared to $184,415 for the three month period ended March 31, 2002, a decrease of $33,155 or 18%.Professional fees for the three month period ended March 31, 2003 was $10,327 compared to $28,365 for the three month period ended March 31, 2002, a decrease of 64%.

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The net loss for the three month period ended March 31, 2003 was $52,036 as compared to a net income of $157,147 for the three month period ended March 31, 2002. If the net income of $157,147 for the three month period ended March 31, 2002 is adjusted for the $300,800 non-cash stock compensation expense recovery then there would have been a net loss of $143,653 for the three month period ended March 31, 2002 compared to a net loss of $52,036 for the three month period ended March 31, 2003. This dramatic change in the bottom line was a result of the combination of a change in the revenue mix to generate high margin consulting fees and a substantial decrease in expenditures achieved during the three month period ended March 31, 2003.

Stock-Based Compensation Expense Recovery.

No non-cash stock compensation expense recovery was realized for the three month period ended March 31, 2003. We realized a non-cash stock compensation expense recovery of $300,800 for the three month period ended March 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 the three month period ended March 31, 2002. Note 4 of the March 31, 2003 interim consolidated financial statements explains in detail the Variable Accounting of the SE Global stock options.

Liquidity and Capital Resources.

As at March 31, 2003, we had $120,663 in cash on hand (comprised of $31,732 unrestricted cash, $36,980 clearing deposit and $51,951 restricted cash).  In comparison, as at March 31, 2002 we had cash on hand of $339,129 (comprised of $135,082 unrestricted cash, $ 36,980 clearing deposit and $167,067 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. 

For the three month period ended March 31, 2003, we expended, before depreciation and amortization, approximately $70,000 per month to operate our business.  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, SEG Lite and GDT, as well as for strategic acquisition of existing businesses that complement our market niche, and general working capital purposes.

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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 nine month period ending December 31, 2003 - 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 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 the rate of 5% to 8% 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 March 31, 2003, we have had no off-balance sheet arrangements.

Research and Development.

We did not expend any fund towards research and development during the three month period ended March 31, 2003 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 three month period ended March 31, 2003, and do not anticipate any significant purchase or sale of equipment over the next nine months.

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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.
 

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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.

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.


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

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

None

Item 5. Other Information.

None

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: May 15, 2003


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

Date: May 15, 2003


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

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