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<title>Form S-8 Registration of Stock Option Plan</title>
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<font SIZE="2"><b><u><hr color="#000080"></u></font><font size="5">
<p ALIGN="CENTER">UNITED STATES<br>
SECURITIES AND EXCHANGE COMMISSION<br>
Washington, D.C. 20549</p>
</font><font SIZE="2"><u><font SIZE="4">
<p ALIGN="CENTER">FORM S-8</p>
</font></u></font>
<p ALIGN="CENTER">REGISTRATION STATEMENT <br>
UNDER THE SECURITIES ACT OF 1933</p>
<font SIZE="2"><u><font SIZE="5">
<p ALIGN="CENTER">SE Global Equities Corp.</font><br>
</u></font></b><font SIZE="2"><font SIZE="2">(Exact name of registrant as
specified in its charter)</p>
</font><u><b>
<div align="center">
  <center>
  <table CELLSPACING="0" WIDTH="80%" border="0" style="border-collapse: collapse" bordercolor="#111111" cellpadding="0">
    <tr>
      <td WIDTH="42%" VALIGN="BOTTOM"><b>
      <p ALIGN="CENTER"><u>Minnesota</u></b></td>
      <td WIDTH="27%" VALIGN="BOTTOM">&nbsp;</td>
      <td WIDTH="31%" VALIGN="BOTTOM"><b>
      <p ALIGN="CENTER"><u>410985135</u></b></td>
    </tr>
    <tr>
      <td WIDTH="42%" VALIGN="TOP"><font SIZE="2">
      <p ALIGN="CENTER">(State or other jurisdiction of<br>
      incorporation or organization)</font></td>
      <td WIDTH="27%" VALIGN="TOP">&nbsp;</td>
      <td WIDTH="31%" VALIGN="TOP"><font SIZE="2">
      <p ALIGN="CENTER">(IRS Employer <br>
      Identification No.)</font></td>
    </tr>
  </table>
  </center>
</div>
</font>
<p ALIGN="CENTER">P.O. Box 297, 1142 South Diamond Bar Boulevard, Diamond Bar,
CA 91765<font SIZE="2"><br>
</font></b></u><font SIZE="2">&nbsp;(Address of principal executive offices)</p>
</font><b><u>
<p ALIGN="CENTER">2004 Stock Option Plan<font SIZE="2"><br>
</font></u></b><font SIZE="2">(Full title of the plan)</p>
</font><b>
<p ALIGN="CENTER">Hong-Lip Yow, President<br>
SE Global Equities Corp.<br>
P.O. Box 297Z<br>
1142 South Diamond Bar Boulevard<br>
<u>Diamond Bar, CA 91765<font SIZE="2"><br>
</font></u></b><font SIZE="2">(Name and address of agent for service)</p>
</font><b><u>
<p ALIGN="CENTER">(604) 871-9909<font SIZE="2"><br>
</font></u></b><font SIZE="2">(Telephone number, including area code, of agent
for service)</p>
</font><b><u>
<p ALIGN="CENTER">CALCULATION OF REGISTRATION FEE</p>
<font SIZE="2">
<div align="center">
  <center>
  <table CELLSPACING="0" BORDERCOLOR="#000000" CELLPADDING="2" WIDTH="90%" style="border-collapse: collapse" border="1">
    <tr>
      <td WIDTH="23%" VALIGN="BOTTOM" HEIGHT="55"><font SIZE="2"><b>
      <p ALIGN="CENTER">Title of Securities to<br>
      be Registered</b></font></td>
      <td WIDTH="19%" VALIGN="BOTTOM" HEIGHT="55"><font SIZE="2"><b>
      <p ALIGN="CENTER">Amount to be<br>
      Registered</b></font></td>
      <td WIDTH="20%" VALIGN="BOTTOM" HEIGHT="55"><font SIZE="2"><b>
      <p ALIGN="CENTER">Proposed<br>
      Maximum Offering<br>
      Price Per Share</b></font></td>
      <td WIDTH="21%" VALIGN="BOTTOM" HEIGHT="55"><font SIZE="2"><b>
      <p ALIGN="CENTER">Proposed<br>
      Maximum Aggregate<br>
      Offering Price</b></font></td>
      <td WIDTH="17%" VALIGN="BOTTOM" HEIGHT="55"><font SIZE="2"><b>
      <p ALIGN="CENTER">Amount of<br>
      Registration Fee</b></font></td>
    </tr>
    <tr>
      <td WIDTH="23%" VALIGN="TOP" HEIGHT="48"><font SIZE="2">Common Stock,<br>
      par value $0.01</font></td>
      <td WIDTH="19%" VALIGN="TOP" HEIGHT="48"><font SIZE="2">
      <p ALIGN="CENTER">A maximum of<br>
      3,000,000 shares<sup>(2)</sup></font></td>
      <td WIDTH="20%" VALIGN="TOP" HEIGHT="48"><font SIZE="2">
      <p ALIGN="CENTER">$0.33<sup>(1)</sup></font></td>
      <td WIDTH="21%" VALIGN="TOP" HEIGHT="48"><font SIZE="2">
      <p ALIGN="CENTER">$990,000<sup>(1)</sup></font></td>
      <td WIDTH="17%" VALIGN="TOP" HEIGHT="48"><font SIZE="2">
      <p ALIGN="CENTER">$125.43<sup>(1)</sup></font></td>
    </tr>
  </table>
  </center>
</div>
<div align="center">
  <center>
  <table CELLSPACING="0" BORDERCOLOR="#000000" WIDTH="90%" style="border-collapse: collapse" border="0">
    <tr>
      <td VALIGN="TOP" COLSPAN="2" bordercolorlight="#FFFFFF" bordercolordark="#FFFFFF">
      <font SIZE="1"><b>Notes</b>:</font></td>
    </tr>
    <tr>
      <td WIDTH="11%" VALIGN="TOP" bordercolorlight="#FFFFFF" bordercolordark="#FFFFFF">
      <font SIZE="1">
      <p ALIGN="RIGHT">(1)</font></td>
      <td WIDTH="89%" VALIGN="TOP" bordercolorlight="#FFFFFF" bordercolordark="#FFFFFF">
      <font SIZE="1">The price is estimated in accordance with Rule 457(h)(1)
      under the Securities Act of 1933, as amended, solely for the purpose of
      calculating the registration fee, based on the average of the bid and
      asked price ($0.30 bid; $0.37 ask) of the common stock as reported on the
      National Association of Securities Dealers Inc.'s Over the Counter
      Bulletin Board on January 26, 2004.</font></td>
    </tr>
    <tr>
      <td WIDTH="11%" VALIGN="TOP" bordercolorlight="#FFFFFF" bordercolordark="#FFFFFF">
      <font SIZE="1">
      <p ALIGN="RIGHT">(2)</font></td>
      <td WIDTH="89%" VALIGN="TOP" bordercolorlight="#FFFFFF" bordercolordark="#FFFFFF">
      <font SIZE="1">The 2004 Stock Option Plan authorizes the issuance of a
      maximum of 3,000,000 common shares, all of which are being registered
      hereunder.</font></td>
    </tr>
  </table>
  </center>
</div>
<hr color="#000080" size="1"></u>
<p ALIGN="CENTER">SE GLOBAL EQUITIES CORP.<br>
REGISTRATION STATEMENT ON FORM S-8</p>
<p ALIGN="CENTER">PART I</p>
<p ALIGN="CENTER">INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</p>
</b>
<p><b>Item&nbsp;1. Plan Information</b>.</p>
<p>In accordance with the rules and regulations of the Securities and Exchange
Commission, the documents containing the information called for in Part I of
Form S-8 will be sent or given to individuals who participate in our 2004 Stock
Option Plan, effective January 22, 2004 and who consent to and execute our form
of stock option agreement. Copies of the Stock Option Plan and the Agreement are
attached as exhibits to this Form S-8 (Exhibits 4.1 and 4.2 respectively).</p>
<p>This Registration Statement relates to the offering of a maximum of 3,000,000
common shares (the &quot;Shares&quot;) in the capital stock of the Company pursuant to the
Plan.</p>
<p><b>Item&nbsp;2. Company Information and Plan Annual Information</b>.</p>
<p>Upon written or oral request, any of the documents incorporated by reference
in Item 3 of Part II of this Registration Statement (which documents are also
incorporated by reference in Section 10(a) Prospectus) and other documents
required to be delivered to those individuals who participate in the Stock
Option Plan pursuant to Rule 428(b) are available without charge by contacting:</p>
<p ALIGN="CENTER">SE Global Equities Corp.<br>
Attention: The President<br>
(Telephone: (604) 871-9909)</p>
<p ALIGN="CENTER">&nbsp;</p>
<p ALIGN="CENTER"><b>PART II</b></p>
<p ALIGN="CENTER"><b>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</b></p>
<p><b>Item&nbsp;3. Incorporation of Documents by Reference</b>.</p>
<p>The following documents filed by SE Global Equities Corp. (the &quot;Company&quot;) are
incorporated herein by reference:</p>
<blockquote>
  <ol>
    <li>The description of the Company's shares contained in the Registration
    Statement on Form 10-SB (SEC document number 000-26347), filed with the
    Securities and Exchange Commission on June 14, 1999, including all
    amendments and reports for the purpose of updating such description;<br>
&nbsp;</li>
    <li>The Company's Annual Report on Form 10-KSB, filed on April 1, 2003;<br>
&nbsp;</li>
    <li>The Company's Quarterly Reports on Form 10-QSB, filed on May 15, 2003,
    August 15, 2003, and November 14, 2003 ;<br>
&nbsp;</li>
    <li>The Current Reports on Form 8-K or Form 8-K, filed by the Company on
    June 23, 2003 and January 8, 2004.</li>
  </ol>
</blockquote>
<p>In addition to the foregoing, all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment indicating that all
of the securities offered hereunder have been sold or deregistering all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents. Any statement contained in a document incorporated by
reference in this Registration Statement shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document that is also
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.</p>
<hr color="#000080" size="1">
<p>You may read and copy any reports, statements of other information were filed
at the SEC's Public Reference Rooms at 450 Fifth Street, N.W., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
Public Reference Rooms. The Company's filings are also available to the public
from commercial document retrieval services, such as Primark, whose telephone
number is 1-800-777-3272, or on the internet at the SEC's website at
www.sec.gov.</p>
<p><b>Item&nbsp;4. Description of Securities</b>.</p>
<p>Not applicable.</p>
<p><b>Item&nbsp;5. Interests of Named Experts and Counsel</b>.</p>
<p>Not applicable.</p>
<p><b>Item&nbsp;6. Indemnification of Directors and Officers</b>.</p>
<p>Section 302A.521 of <i>Minnesota Business Corporation Act</i> provides as
follows with respect to Indemnification of directors and officers:</p>
<ol>
  <ol>
    <p>Subdivision 1. <b>Definitions</b>.</p>
  </ol>
</ol>
<blockquote>
  <blockquote>
    <ol type="a">
      <li>For purposes of this section, the terms defined in this subdivision
      have the meanings given them.<br>
&nbsp;</li>
      <li>&quot;Corporation&quot; includes a domestic or foreign corporation that was the
      predecessor of the corporation referred to in this section in a merger or
      other transaction in which the predecessor's existence ceased upon
      consummation of the transaction.<br>
&nbsp;</li>
      <li>&quot;Official capacity&quot; means (1) with respect to a director, the position
      of director in a corporation, (2) with respect to a person other than a
      director, the elective or appointive office or position held by an
      officer, member of a committee of the board, or the employment
      relationship undertaken by an employee of the corporation, and (3) with
      respect to a director, officer, or employee of the corporation who, while
      a director, officer, or employee of the corporation, is or was serving at
      the request of the corporation or whose duties in that position involve or
      involved service as a director, officer, partner, trustee, employee, or
      agent of another organization or employee benefit plan, the position of
      that person as a director, officer, partner, trustee, employee, or agent,
      as the case may be, of the other organization or employee benefit plan.<br>
&nbsp;</li>
      <li>&quot;Proceeding&quot; means a threatened, pending, or completed civil,
      criminal, administrative, arbitration, or investigative proceeding,
      including a proceeding by or in the right of the corporation.<br>
&nbsp;</li>
      <li>&quot;Special legal counsel&quot; means counsel who has not represented the
      corporation or a related organization, or a director, officer, member of a
      committee of the board, or employee, whose indemnification is in issue.</li>
    </ol>
  </blockquote>
</blockquote>
<ol>
  <ol>
    <p>Subdivision 2.<b> Indemnification mandatory; standard.</b></p>
  </ol>
</ol>
<blockquote>
  <blockquote>
    <ol type="a">
      <li>Subject to the provisions of subdivision 4, a corporation shall
      indemnify a person made or threatened to be made a party to a proceeding
      by reason of the former or present official capacity of the person against
      judgments, penalties, fines, including, without limitation, excise taxes
      assessed against the person with respect to an employee benefit plan,
      settlements, and reasonable expenses, including attorneys' fees and
      disbursements, incurred by the person in connection with the proceeding,
      if, with respect to the acts or omissions of the person complained of in
      the proceeding, the person:</li>
    </ol>
  </blockquote>
</blockquote>
<ol>
  <ol>
    <blockquote>
      <ol>
        <li>Has not been indemnified by another organization or employee benefit
        plan for the same judgments, penalties, fines, including, without
        limitation, excise taxes assessed against the person with respect to an
        employee benefit plan, settlements, and reasonable expenses, including
        attorneys' fees and disbursements, incurred by the person in connection
        with the proceeding with respect to the same acts or omissions;</li>
      </ol>
    </blockquote>
  </ol>
</ol>
<hr color="#000080" size="1">
<ol>
  <ol>
    <blockquote>
      <ol start="2">
        <li>Acted in good faith;<br>
&nbsp;</li>
        <li>Received no improper personal benefit and section 302A.255, if
        applicable, has been satisfied;<br>
&nbsp;</li>
        <li>In the case of a criminal proceeding, had no reasonable cause to
        believe the conduct was unlawful; and<br>
&nbsp;</li>
        <li>In the case of acts or omissions occurring in the official capacity
        described in subdivision 1, paragraph (c), clause (1) or (2), reasonably
        believed that the conduct was in the best interests of the corporation,
        or in the case of acts or omissions occurring in the official capacity
        described in subdivision 1, paragraph (c), clause (3), reasonably
        believed that the conduct was not opposed to the best interests of the
        corporation. If the person's acts or omissions complained of in the
        proceeding relate to conduct as a director, officer, trustee, employee,
        or agent of an employee benefit plan, the conduct is not considered to
        be opposed to the best interests of the corporation if the person
        reasonably believed that the conduct was in the best interests of the
        participants or beneficiaries of the employee benefit plan.</li>
      </ol>
    </blockquote>
  </ol>
</ol>
<blockquote>
  <blockquote>
    <ol>
      <li type="a" value="2">The termination of a proceeding by judgment, order,
      settlement, conviction, or upon a plea of nolo contendere or its
      equivalent does not, of itself, establish that the person did not meet the
      criteria set forth in this subdivision.</li>
    </ol>
  </blockquote>
</blockquote>
<ol>
  <ol>
    <p>Subdivision 3. <b>Advances</b>.</p>
    <p>Subject to the provisions of subdivision 4, if a person is made or
    threatened to be made a party to a proceeding, the person is entitled, upon
    written request to the corporation, to payment or reimbursement by the
    corporation of reasonable expenses, including attorneys' fees and
    disbursements, incurred by the person in advance of the final disposition of
    the proceeding, (a) upon receipt by the corporation of a written affirmation
    by the person of a good faith belief that the criteria for indemnification
    set forth in subdivision 2 have been satisfied and a written undertaking by
    the person to repay all amounts so paid or reimbursed by the corporation, if
    it is ultimately determined that the criteria for indemnification have not
    been satisfied, and (b) after a determination that the facts then known to
    those making the determination would not preclude indemnification under this
    section. The written undertaking required by clause (a) is an unlimited
    general obligation of the person making it, but need not be secured and
    shall be accepted without reference to financial ability to make the
    repayment.</p>
    <p>Subdivision 4. <b>Prohibition or limit on indemnification or advances</b>.</p>
    <p>The articles or bylaws either may prohibit indemnification or advances of
    expenses otherwise required by this section or may impose conditions on
    indemnification or advances of expenses in addition to the conditions
    contained in subdivisions 2 and 3 including, without limitation, monetary
    limits on indemnification or advances of expenses, if the prohibition or
    conditions apply equally to all persons or to all persons within a given
    class. A prohibition or limit on indemnification or advances may not apply
    to or affect the right of a person to indemnification or advances of
    expenses with respect to any acts or omissions of the person occurring prior
    to the effective date of a provision in the articles or the date of adoption
    of a provision in the bylaws establishing the prohibition or limit on
    indemnification or advances.</p>
    <p>Subdivision 5. <b>Reimbursement to witnesses</b>.</p>
    <p>This section does not require, or limit the ability of, a corporation to
    reimburse expenses, including attorneys' fees and disbursements, incurred by
    a person in connection with an appearance as a witness in a proceeding at a
    time when the person has not been made or threatened to be made a party to a
    proceeding.</p>
  </ol>
</ol>
<hr color="#000080" size="1">
<ol>
  <ol>
    <p>Subdivision 6. <b>Determination of eligibility</b>.</p>
  </ol>
</ol>
<blockquote>
  <blockquote>
    <ol type="a">
      <li>All determinations whether indemnification of a person is required
      because the criteria set forth in subdivision 2 have been satisfied and
      whether a person is entitled to payment or reimbursement of expenses in
      advance of the final disposition of a proceeding as provided in
      subdivision 3 shall be made:</li>
    </ol>
    <blockquote>
      <ol>
        <li>by the board by a majority of a quorum, if the directors who are at
        the time parties to the proceeding are not counted for determining
        either a majority or the presence of a quorum;</li>
        <li>if a quorum under clause (1) cannot be obtained, by a majority of a
        committee of the board, consisting solely of two or more directors not
        at the time parties to the proceeding, duly designated to act in the
        matter by a majority of the full board including directors who are
        parties;</li>
        <li>if a determination is not made under clause (1) or (2), by special
        legal counsel, selected either by a majority of the board or a committee
        by vote pursuant to clause (1) or (2) or, if the requisite quorum of the
        full board cannot be obtained and the committee cannot be established,
        by a majority of the full board including directors who are parties;</li>
        <li>if a determination is not made under clauses (1) to (3), by the
        affirmative vote of the shareholders required by section 302A.437, but
        the shares held by parties to the proceeding must not be counted in
        determining the presence of a quorum and are not considered to be
        present and entitled to vote on the determination; or</li>
        <li>if an adverse determination is made under clauses (1) to (4) or
        under paragraph (b), or if no determination is made under clauses (1) to
        (4) or under paragraph (b) within 60 days after (i) the later to occur
        of the termination of a proceeding or a written request for
        indemnification to the corporation or (ii) a written request for an
        advance of expenses, as the case may be, by a court in this state, which
        may be the same court in which the proceeding involving the person's
        liability took place, upon application of the person and any notice the
        court requires. The person seeking indemnification or payment or
        reimbursement of expenses pursuant to this clause has the burden of
        establishing that the person is entitled to indemnification or payment
        or reimbursement of expenses.</li>
      </ol>
    </blockquote>
    <ol type="a" start="2">
      <li>With respect to a person who is not, and was not at the time of the
      acts or omissions complained of in the proceedings, a director, officer,
      or person possessing, directly or indirectly, the power to direct or cause
      the direction of the management or policies of the corporation, the
      determination whether indemnification of this person is required because
      the criteria set forth in subdivision 2 have been satisfied and whether
      this person is entitled to payment or reimbursement of expenses in advance
      of the final disposition of a proceeding as provided in subdivision 3 may
      be made by an annually appointed committee of the board, having at least
      one member who is a director. The committee shall report at least annually
      to the board concerning its actions.</li>
    </ol>
  </blockquote>
</blockquote>
<ol>
  <ol>
    <p>Subdivision 7. <b>Insurance</b>.</p>
    <p>A corporation may purchase and maintain insurance on behalf of a person
    in that person's official capacity against any liability asserted against
    and incurred by the person in or arising from that capacity, whether or not
    the corporation would have been required to indemnify the person against the
    liability under the provisions of this section.</p>
  </ol>
</ol>
<hr color="#000080" size="1">
<ol>
  <ol>
    <b><u>
    <p></p>
    </u></b>
    <p>Subdivision 8. <b>Disclosure</b>.</p>
    <p>A corporation that indemnifies or advances expenses to a person in
    accordance with this section in connection with a proceeding by or on behalf
    of the corporation shall report to the shareholders in writing the amount of
    the indemnification or advance and to whom and on whose behalf it was paid
    not later than the next meeting of shareholders.</p>
    <p>Subdivision 9. <b>Indemnification of other persons</b>.</p>
    <p>Nothing in this section shall be construed to limit the power of the
    corporation to indemnify persons other than a director, officer, employee,
    or member of a committee of the board of the corporation by contract or
    otherwise.</p>
    <p>The Company's Bylaws provide as follows with respect to indemnification
    of directors and officers:</p>
    <p><b>ARTICLE VII INDEMNIFICATION </b></p>
    <p>Directors, officers, committee members, and other persons shall have the
    rights to indemnification provided by Section 302A.521 of the Minnesota
    Statutes and law amendatory thereof and supplementary thereto.</p>
  </ol>
</ol>
<p><b>Item&nbsp;7. Exemption from Registration Claimed</b>.</p>
<p>Not Applicable.</p>
<p><b>Item&nbsp;8. Exhibits</b>.</p>
<b><u>
<div align="center">
  <center>
  <table CELLSPACING="0" BORDER="0" WIDTH="95%" style="border-collapse: collapse" bordercolor="#111111" cellpadding="0">
    <tr>
      <td WIDTH="13%" VALIGN="BOTTOM"><font SIZE="2"><b>Exhibit<u><br>
      Number</u></b></font></td>
      <td WIDTH="3%" VALIGN="BOTTOM">&nbsp;</td>
      <td WIDTH="85%" VALIGN="BOTTOM"><font SIZE="2"><u><b>Description</b></u></font></td>
    </tr>
    <tr>
      <td WIDTH="13%" VALIGN="TOP"><font SIZE="2"><br>
      4.1 </font></td>
      <td WIDTH="3%" VALIGN="TOP">&nbsp;</td>
      <td WIDTH="85%" VALIGN="TOP"><font SIZE="2"><br>
      <a href="ex4_1stkpln.htm">SE Global Equities Corp. 2004 Stock Option Plan
      </a><br>
      </font></td>
    </tr>
    <tr>
      <td WIDTH="13%" VALIGN="TOP"><font SIZE="2">4.2</font></td>
      <td WIDTH="3%" VALIGN="TOP">&nbsp;</td>
      <td WIDTH="85%" VALIGN="TOP"><font SIZE="2"><a href="ex4_2indivop.htm">
      Form of Stock Option Agreement</a><br>
      </font></td>
    </tr>
    <tr>
      <td WIDTH="13%" VALIGN="TOP"><font SIZE="2">5</font></td>
      <td WIDTH="3%" VALIGN="TOP">&nbsp;</td>
      <td WIDTH="85%" VALIGN="TOP"><font SIZE="2"><a href="ex5.htm">Opinion
      Letter of Laura E. Anthony, Esq.</a><br>
      </font></td>
    </tr>
    <tr>
      <td WIDTH="13%" VALIGN="TOP"><font SIZE="2">23.1</font></td>
      <td WIDTH="3%" VALIGN="TOP">&nbsp;</td>
      <td WIDTH="85%" VALIGN="TOP"><font SIZE="2"><a href="ex5.htm">Consent of
      Opinion of Laura E. Anthony, Esq. (included in Exhibit 5)</a><br>
      </font></td>
    </tr>
    <tr>
      <td WIDTH="13%" VALIGN="TOP"><font SIZE="2">23.2 <br>
      </font></td>
      <td WIDTH="3%" VALIGN="TOP">&nbsp;</td>
      <td WIDTH="85%" VALIGN="TOP"><font SIZE="2"><a href="ex23_2.htm">Consent
      of Independent Auditor</a></font></td>
    </tr>
    <tr>
      <td WIDTH="13%" VALIGN="TOP"><font SIZE="2">24 </font></td>
      <td WIDTH="3%" VALIGN="TOP">&nbsp;</td>
      <td WIDTH="85%" VALIGN="TOP"><font SIZE="2">Power of Attorney (included in
      signature page)</font></td>
    </tr>
  </table>
  </center>
</div>
</u></b>
<p><b>Item&nbsp;9. Undertakings</b>.</p>
<ol TYPE="a">
  <li>The Company hereby undertakes:<br>
  <br>
  <ol>
    <li>To file, during any period in which offers or sales are being made, a
    post-effective amendment to this Registration Statement:<br>
    <br>
    <ol TYPE="i">
      <li>To include any prospectus required by Section 10(a)(3) of the
      Securities Act of 1933, as amended.</li>
      <li>To reflect in the prospectus any facts or events arising after the
      effective date of this Registration Statement (or the most recent
      post-effective amendment hereof) which, individually or in the aggregate,
      represent a fundamental change in the information set forth in this
      Registration Statement. Notwithstanding the foregoing, any increase or
      decrease in volume of securities offered (if the total dollar value of
      securities offered would not exceed</li>
    </ol>
    </li>
  </ol>
  </li>
</ol>
<hr color="#000080" size="1">
<blockquote>
  <blockquote>
    <blockquote>
      <p>&nbsp;that which was registered) and any deviation from the low and high end
      of the estimated maximum offering range may be reflected in the form of
      prospectus filed with the Commission pursuant to Rule 424(b) if, in the
      aggregate, the changes in volume and price represent no more than a 20
      percent change in the maximum aggregate offering price set forth in the
      &quot;Calculation of Registration Fee&quot; table in the effective registration
      statement;</p>
    </blockquote>
    <ol TYPE="i" start="3">
      <li>To include any material information with respect to the plan of
      distribution not previously disclosed in this Registration Statement or
      any material change to such information in this Registration Statement;</li>
    </ol>
    <p>PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
    if the information required to be included in a post-effective amendment by
    those paragraphs is contained in periodic reports filed by the Company
    pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by
    reference in this Registration Statement.</p>
  </blockquote>
  <ol start="2">
    <li>That, for the purpose of determining any liability under the Securities
    Act, each such post-effective amendment shall be deemed to be a new
    registration statement relating to the securities offered therein, and the
    offering of such securities at the time shall be deemed to be the initial
    bona fide offering thereof.<br>
    <br>
    </li>
    <li>To remove from registration by means of a post-effective amendment any
    of the securities being registered which remain unsold at the termination of
    the offering.<br>
    </li>
  </ol>
</blockquote>
<ol TYPE="a" start="2">
  <li>The Company hereby undertakes that, for purposes of determining any
  liability under the Securities Act, each filing of the Company's annual report
  pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by
  reference in this Registration Statement shall be deemed to be a new
  registration statement relating to the securities offered herein, and the
  offering of such securities at that time shall be deemed to be the initial
  bona fide offering thereof.<br>
  <br>
  </li>
  <li>Insofar as indemnification for liabilities arising under the Securities
  Act may be permitted to directors, officers and persons controlling the
  Company pursuant to the foregoing provisions, or otherwise, the Company has
  been advised that in the opinion of the Commission such indemnification is
  against public policy as expressed in the Securities Act and is, therefore,
  unenforceable. In the event that a claim for indemnification against such
  liabilities (other than the payment by the Company of expenses incurred or
  paid by a director, officer or controlling person of the Company in the
  successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities
  being registered, the Company will, unless in the opinion of its counsel the
  matter has been settled by controlling precedent, submit to a court of
  appropriate jurisdiction the question whether such indemnification by it is
  against public policy as expressed in the Securities Act and will be governed
  by the final adjudication of such issue.</li>
</ol>
<p ALIGN="CENTER">[Continued on next page.]</p>
<hr color="#000080" size="1">
<p ALIGN="CENTER"><b>SIGNATURES</b></p>
<p>The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Vancouver, British Columbia, on February 2,
2004.</p>
<b>
<p>&nbsp;</p>
<p>SE GLOBAL EQUITIES CORP.</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; /s/ Toby Chu</p>
<p>By&nbsp; _________________________<br>
Toby Chu, Chairman and Chief Executive Officer/Director</p>
<hr color="#000080" size="1"><b><u>
<p ALIGN="CENTER">POWER OF ATTORNEY</p>
</u></b>
<p>KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears
below constitutes and appoints Toby Chu his true and lawful attorney-in-fact and
agent with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.</p>
<p>In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of February 2, 2004: </p>
<p><b>Signatures</b></p>
<b><u>
<div align="center">
  <center>
  <table CELLSPACING="0" CELLPADDING="7" WIDTH="95%" border="0" style="border-collapse: collapse" bordercolor="#111111">
    <tr>
      <td WIDTH="43%" VALIGN="TOP"><font SIZE="2"><b>Name and Signature</b></font></td>
      <td WIDTH="6%" VALIGN="TOP">&nbsp;</td>
      <td WIDTH="52%" VALIGN="TOP"><font SIZE="2"><b>Title</b></font></td>
    </tr>
    <tr>
      <td WIDTH="43%" VALIGN="BOTTOM"><font SIZE="2">/s/ Hong-Lip Yow<br>
      ___________________________________<br>
      </font></td>
      <td WIDTH="6%" VALIGN="BOTTOM">&nbsp;</td>
      <td WIDTH="52%" VALIGN="BOTTOM"><font SIZE="2">President &amp; Chief Operating
      Officer</font></td>
    </tr>
    <tr>
      <td WIDTH="43%" VALIGN="TOP"><font SIZE="2">Per: Hong-Lip Yow</font></td>
      <td WIDTH="6%" VALIGN="TOP">&nbsp;</td>
      <td WIDTH="52%" VALIGN="TOP">&nbsp;</td>
    </tr>
    <tr>
      <td WIDTH="43%" VALIGN="TOP">&nbsp;</td>
      <td WIDTH="6%" VALIGN="TOP">&nbsp;</td>
      <td WIDTH="52%" VALIGN="TOP">&nbsp;</td>
    </tr>
    <tr>
      <td WIDTH="43%" VALIGN="TOP"><font SIZE="2">/s/ Toby Chu<br>
      &nbsp;___________________________________</font></td>
      <td WIDTH="6%" VALIGN="TOP">&nbsp;</td>
      <td WIDTH="52%" VALIGN="BOTTOM"><font SIZE="2">Chief Executive Officer,
      Chairman &amp; Director</font></td>
    </tr>
    <tr>
      <td WIDTH="43%" VALIGN="TOP"><font SIZE="2">Per: Toby Chu</font></td>
      <td WIDTH="6%" VALIGN="TOP">&nbsp;</td>
      <td WIDTH="52%" VALIGN="TOP">&nbsp;</td>
    </tr>
    <tr>
      <td WIDTH="43%" VALIGN="TOP">&nbsp;</td>
      <td WIDTH="6%" VALIGN="TOP">&nbsp;</td>
      <td WIDTH="52%" VALIGN="TOP">&nbsp;</td>
    </tr>
    <tr>
      <td WIDTH="43%" VALIGN="TOP"><font SIZE="2">/s/ Tim Leong<br>
      &nbsp;___________________________________</font></td>
      <td WIDTH="6%" VALIGN="TOP">&nbsp;</td>
      <td WIDTH="52%" VALIGN="BOTTOM"><font SIZE="2">Chief Financial Officer,
      Secretary &amp; Treasurer</font></td>
    </tr>
    <tr>
      <td WIDTH="43%" VALIGN="TOP"><font SIZE="2">Tim Leung</font></td>
      <td WIDTH="6%" VALIGN="TOP">&nbsp;</td>
      <td WIDTH="52%" VALIGN="BOTTOM">&nbsp;</td>
    </tr>
    <tr>
      <td WIDTH="43%" VALIGN="TOP">&nbsp;</td>
      <td WIDTH="6%" VALIGN="TOP">&nbsp;</td>
      <td WIDTH="52%" VALIGN="BOTTOM">&nbsp;</td>
    </tr>
    <tr>
      <td WIDTH="43%" VALIGN="TOP"><font SIZE="2">/s/ Prithep Sosothikul<br>
      &nbsp;___________________________________</font></td>
      <td WIDTH="6%" VALIGN="TOP">&nbsp;</td>
      <td WIDTH="52%" VALIGN="BOTTOM"><font SIZE="2">Director</font></td>
    </tr>
    <tr>
      <td WIDTH="43%" VALIGN="TOP"><font SIZE="2">Prithep Sosothikul</font></td>
      <td WIDTH="6%" VALIGN="TOP">&nbsp;</td>
      <td WIDTH="52%" VALIGN="BOTTOM">&nbsp;</td>
    </tr>
    <tr>
      <td WIDTH="43%" VALIGN="TOP">&nbsp;</td>
      <td WIDTH="6%" VALIGN="TOP">&nbsp;</td>
      <td WIDTH="52%" VALIGN="BOTTOM">&nbsp;</td>
    </tr>
    <tr>
      <td WIDTH="43%" VALIGN="TOP"><font SIZE="2">/s/ G. David Richardson<br>
      &nbsp;___________________________________</font></td>
      <td WIDTH="6%" VALIGN="TOP">&nbsp;</td>
      <td WIDTH="52%" VALIGN="BOTTOM">&nbsp;</td>
    </tr>
    <tr>
      <td WIDTH="43%" VALIGN="TOP"><font SIZE="2">G. David Richardson</font></td>
      <td WIDTH="6%" VALIGN="TOP">&nbsp;</td>
      <td WIDTH="52%" VALIGN="BOTTOM"><font SIZE="2">Director</font></td>
    </tr>
    <tr>
      <td WIDTH="43%" VALIGN="TOP">&nbsp;</td>
      <td WIDTH="6%" VALIGN="TOP">&nbsp;</td>
      <td WIDTH="52%" VALIGN="BOTTOM">&nbsp;</td>
    </tr>
    <tr>
      <td WIDTH="43%" VALIGN="TOP"><font SIZE="2">/s/ Ken Lee<br>
      &nbsp;___________________________________</font></td>
      <td WIDTH="6%" VALIGN="TOP">&nbsp;</td>
      <td WIDTH="52%" VALIGN="BOTTOM"><font SIZE="2">Director</font></td>
    </tr>
    <tr>
      <td WIDTH="43%" VALIGN="TOP"><font SIZE="2">Ken Lee</font></td>
      <td WIDTH="6%" VALIGN="TOP">&nbsp;</td>
      <td WIDTH="52%" VALIGN="BOTTOM">&nbsp;</td>
    </tr>
    <tr>
      <td WIDTH="43%" VALIGN="TOP">&nbsp;</td>
      <td WIDTH="6%" VALIGN="TOP">&nbsp;</td>
      <td WIDTH="52%" VALIGN="BOTTOM">&nbsp;</td>
    </tr>
    <tr>
      <td WIDTH="43%" VALIGN="TOP"><font SIZE="2">/s/ Sukanya Prachuabmoh<br>
      &nbsp;___________________________________</font></td>
      <td WIDTH="6%" VALIGN="TOP">&nbsp;</td>
      <td WIDTH="52%" VALIGN="BOTTOM">&nbsp;</td>
    </tr>
    <tr>
      <td WIDTH="43%" VALIGN="TOP"><font SIZE="2">Per: Sukanya Prachuabmoh</font></td>
      <td WIDTH="6%" VALIGN="TOP">&nbsp;</td>
      <td WIDTH="52%" VALIGN="BOTTOM"><font SIZE="2">Director</font></td>
    </tr>
  </table>
  </center>
</div>
</u></b></font><font SIZE="2"><hr color="#000080"></font>

</body>

</html>
[{"type": "S-8", "sequence": "1", "filename": "form_s8.htm", "description": "FORM S-8", "secsgml_size_bytes": 36671}]
{"company-data": {"conformed-name": "SE GLOBAL EQUITIES CORP", "cik": "0001088005", "assigned-sic": "7389", "irs-number": "410985135", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-112441", "film-number": "04561892"}, "business-address": {"street1": "P.O. BOX 297", "street2": "1142 DIAMOND BAR BOULEVARD", "city": "DIAMOND BAR", "state": "CA", "zip": "91765", "phone": "6048719909"}, "mail-address": {"street1": "P.O. BOX 297", "street2": "1142 DIAMOND BAR BOULEVARD", "city": "DIAMOND BAR", "state": "CA", "zip": "91765"}, "former-company": {"former-conformed-name": "FUTURE TECHNOLOGIES INC", "date-changed": "20010321"}}
Form S-8 Registration of Stock Option Plan
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
SE Global Equities Corp.
(Exact name of registrant as
specified in its charter)
Minnesota
410985135
(State or other jurisdiction of
incorporation or organization)
(IRS Employer
Identification No.)
P.O. Box 297, 1142 South Diamond Bar Boulevard, Diamond Bar,
CA 91765
(Address of principal executive offices)
2004 Stock Option Plan
(Full title of the plan)
Hong-Lip Yow, President
SE Global Equities Corp.
P.O. Box 297Z
1142 South Diamond Bar Boulevard
Diamond Bar, CA 91765
(Name and address of agent for service)
(604) 871-9909
(Telephone number, including area code, of agent
for service)
CALCULATION OF REGISTRATION FEE
Title of Securities to
be Registered
Amount to be
Registered
Proposed
Maximum Offering
Price Per Share
Proposed
Maximum Aggregate
Offering Price
Amount of
Registration Fee
Common Stock,
par value $0.01
A maximum of
3,000,000 shares
(2)
$0.33
(1)
$990,000
(1)
$125.43
(1)
Notes
:
(1)
The price is estimated in accordance with Rule 457(h)(1)
      under the Securities Act of 1933, as amended, solely for the purpose of
      calculating the registration fee, based on the average of the bid and
      asked price ($0.30 bid; $0.37 ask) of the common stock as reported on the
      National Association of Securities Dealers Inc.'s Over the Counter
      Bulletin Board on January 26, 2004.
(2)
The 2004 Stock Option Plan authorizes the issuance of a
      maximum of 3,000,000 common shares, all of which are being registered
      hereunder.
SE GLOBAL EQUITIES CORP.
REGISTRATION STATEMENT ON FORM S-8
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
.
In accordance with the rules and regulations of the Securities and Exchange
Commission, the documents containing the information called for in Part I of
Form S-8 will be sent or given to individuals who participate in our 2004 Stock
Option Plan, effective January 22, 2004 and who consent to and execute our form
of stock option agreement. Copies of the Stock Option Plan and the Agreement are
attached as exhibits to this Form S-8 (Exhibits 4.1 and 4.2 respectively).
This Registration Statement relates to the offering of a maximum of 3,000,000
common shares (the "Shares") in the capital stock of the Company pursuant to the
Plan.
Item 2. Company Information and Plan Annual Information
.
Upon written or oral request, any of the documents incorporated by reference
in Item 3 of Part II of this Registration Statement (which documents are also
incorporated by reference in Section 10(a) Prospectus) and other documents
required to be delivered to those individuals who participate in the Stock
Option Plan pursuant to Rule 428(b) are available without charge by contacting:
SE Global Equities Corp.
Attention: The President
(Telephone: (604) 871-9909)
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
.
The following documents filed by SE Global Equities Corp. (the "Company") are
incorporated herein by reference:
The description of the Company's shares contained in the Registration
    Statement on Form 10-SB (SEC document number 000-26347), filed with the
    Securities and Exchange Commission on June 14, 1999, including all
    amendments and reports for the purpose of updating such description;
The Company's Annual Report on Form 10-KSB, filed on April 1, 2003;
The Company's Quarterly Reports on Form 10-QSB, filed on May 15, 2003,
    August 15, 2003, and November 14, 2003 ;
The Current Reports on Form 8-K or Form 8-K, filed by the Company on
    June 23, 2003 and January 8, 2004.
In addition to the foregoing, all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment indicating that all
of the securities offered hereunder have been sold or deregistering all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents. Any statement contained in a document incorporated by
reference in this Registration Statement shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document that is also
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
You may read and copy any reports, statements of other information were filed
at the SEC's Public Reference Rooms at 450 Fifth Street, N.W., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
Public Reference Rooms. The Company's filings are also available to the public
from commercial document retrieval services, such as Primark, whose telephone
number is 1-800-777-3272, or on the internet at the SEC's website at
www.sec.gov.
Item 4. Description of Securities
.
Not applicable.
Item 5. Interests of Named Experts and Counsel
.
Not applicable.
Item 6. Indemnification of Directors and Officers
.
Section 302A.521 of
Minnesota Business Corporation Act
provides as
follows with respect to Indemnification of directors and officers:
Subdivision 1.
Definitions
.
For purposes of this section, the terms defined in this subdivision
      have the meanings given them.
"Corporation" includes a domestic or foreign corporation that was the
      predecessor of the corporation referred to in this section in a merger or
      other transaction in which the predecessor's existence ceased upon
      consummation of the transaction.
"Official capacity" means (1) with respect to a director, the position
      of director in a corporation, (2) with respect to a person other than a
      director, the elective or appointive office or position held by an
      officer, member of a committee of the board, or the employment
      relationship undertaken by an employee of the corporation, and (3) with
      respect to a director, officer, or employee of the corporation who, while
      a director, officer, or employee of the corporation, is or was serving at
      the request of the corporation or whose duties in that position involve or
      involved service as a director, officer, partner, trustee, employee, or
      agent of another organization or employee benefit plan, the position of
      that person as a director, officer, partner, trustee, employee, or agent,
      as the case may be, of the other organization or employee benefit plan.
"Proceeding" means a threatened, pending, or completed civil,
      criminal, administrative, arbitration, or investigative proceeding,
      including a proceeding by or in the right of the corporation.
"Special legal counsel" means counsel who has not represented the
      corporation or a related organization, or a director, officer, member of a
      committee of the board, or employee, whose indemnification is in issue.
Subdivision 2.
Indemnification mandatory; standard.
Subject to the provisions of subdivision 4, a corporation shall
      indemnify a person made or threatened to be made a party to a proceeding
      by reason of the former or present official capacity of the person against
      judgments, penalties, fines, including, without limitation, excise taxes
      assessed against the person with respect to an employee benefit plan,
      settlements, and reasonable expenses, including attorneys' fees and
      disbursements, incurred by the person in connection with the proceeding,
      if, with respect to the acts or omissions of the person complained of in
      the proceeding, the person:
Has not been indemnified by another organization or employee benefit
        plan for the same judgments, penalties, fines, including, without
        limitation, excise taxes assessed against the person with respect to an
        employee benefit plan, settlements, and reasonable expenses, including
        attorneys' fees and disbursements, incurred by the person in connection
        with the proceeding with respect to the same acts or omissions;
Acted in good faith;
Received no improper personal benefit and section 302A.255, if
        applicable, has been satisfied;
In the case of a criminal proceeding, had no reasonable cause to
        believe the conduct was unlawful; and
In the case of acts or omissions occurring in the official capacity
        described in subdivision 1, paragraph (c), clause (1) or (2), reasonably
        believed that the conduct was in the best interests of the corporation,
        or in the case of acts or omissions occurring in the official capacity
        described in subdivision 1, paragraph (c), clause (3), reasonably
        believed that the conduct was not opposed to the best interests of the
        corporation. If the person's acts or omissions complained of in the
        proceeding relate to conduct as a director, officer, trustee, employee,
        or agent of an employee benefit plan, the conduct is not considered to
        be opposed to the best interests of the corporation if the person
        reasonably believed that the conduct was in the best interests of the
        participants or beneficiaries of the employee benefit plan.
The termination of a proceeding by judgment, order,
      settlement, conviction, or upon a plea of nolo contendere or its
      equivalent does not, of itself, establish that the person did not meet the
      criteria set forth in this subdivision.
Subdivision 3.
Advances
.
Subject to the provisions of subdivision 4, if a person is made or
    threatened to be made a party to a proceeding, the person is entitled, upon
    written request to the corporation, to payment or reimbursement by the
    corporation of reasonable expenses, including attorneys' fees and
    disbursements, incurred by the person in advance of the final disposition of
    the proceeding, (a) upon receipt by the corporation of a written affirmation
    by the person of a good faith belief that the criteria for indemnification
    set forth in subdivision 2 have been satisfied and a written undertaking by
    the person to repay all amounts so paid or reimbursed by the corporation, if
    it is ultimately determined that the criteria for indemnification have not
    been satisfied, and (b) after a determination that the facts then known to
    those making the determination would not preclude indemnification under this
    section. The written undertaking required by clause (a) is an unlimited
    general obligation of the person making it, but need not be secured and
    shall be accepted without reference to financial ability to make the
    repayment.
Subdivision 4.
Prohibition or limit on indemnification or advances
.
The articles or bylaws either may prohibit indemnification or advances of
    expenses otherwise required by this section or may impose conditions on
    indemnification or advances of expenses in addition to the conditions
    contained in subdivisions 2 and 3 including, without limitation, monetary
    limits on indemnification or advances of expenses, if the prohibition or
    conditions apply equally to all persons or to all persons within a given
    class. A prohibition or limit on indemnification or advances may not apply
    to or affect the right of a person to indemnification or advances of
    expenses with respect to any acts or omissions of the person occurring prior
    to the effective date of a provision in the articles or the date of adoption
    of a provision in the bylaws establishing the prohibition or limit on
    indemnification or advances.
Subdivision 5.
Reimbursement to witnesses
.
This section does not require, or limit the ability of, a corporation to
    reimburse expenses, including attorneys' fees and disbursements, incurred by
    a person in connection with an appearance as a witness in a proceeding at a
    time when the person has not been made or threatened to be made a party to a
    proceeding.
Subdivision 6.
Determination of eligibility
.
All determinations whether indemnification of a person is required
      because the criteria set forth in subdivision 2 have been satisfied and
      whether a person is entitled to payment or reimbursement of expenses in
      advance of the final disposition of a proceeding as provided in
      subdivision 3 shall be made:
by the board by a majority of a quorum, if the directors who are at
        the time parties to the proceeding are not counted for determining
        either a majority or the presence of a quorum;
if a quorum under clause (1) cannot be obtained, by a majority of a
        committee of the board, consisting solely of two or more directors not
        at the time parties to the proceeding, duly designated to act in the
        matter by a majority of the full board including directors who are
        parties;
if a determination is not made under clause (1) or (2), by special
        legal counsel, selected either by a majority of the board or a committee
        by vote pursuant to clause (1) or (2) or, if the requisite quorum of the
        full board cannot be obtained and the committee cannot be established,
        by a majority of the full board including directors who are parties;
if a determination is not made under clauses (1) to (3), by the
        affirmative vote of the shareholders required by section 302A.437, but
        the shares held by parties to the proceeding must not be counted in
        determining the presence of a quorum and are not considered to be
        present and entitled to vote on the determination; or
if an adverse determination is made under clauses (1) to (4) or
        under paragraph (b), or if no determination is made under clauses (1) to
        (4) or under paragraph (b) within 60 days after (i) the later to occur
        of the termination of a proceeding or a written request for
        indemnification to the corporation or (ii) a written request for an
        advance of expenses, as the case may be, by a court in this state, which
        may be the same court in which the proceeding involving the person's
        liability took place, upon application of the person and any notice the
        court requires. The person seeking indemnification or payment or
        reimbursement of expenses pursuant to this clause has the burden of
        establishing that the person is entitled to indemnification or payment
        or reimbursement of expenses.
With respect to a person who is not, and was not at the time of the
      acts or omissions complained of in the proceedings, a director, officer,
      or person possessing, directly or indirectly, the power to direct or cause
      the direction of the management or policies of the corporation, the
      determination whether indemnification of this person is required because
      the criteria set forth in subdivision 2 have been satisfied and whether
      this person is entitled to payment or reimbursement of expenses in advance
      of the final disposition of a proceeding as provided in subdivision 3 may
      be made by an annually appointed committee of the board, having at least
      one member who is a director. The committee shall report at least annually
      to the board concerning its actions.
Subdivision 7.
Insurance
.
A corporation may purchase and maintain insurance on behalf of a person
    in that person's official capacity against any liability asserted against
    and incurred by the person in or arising from that capacity, whether or not
    the corporation would have been required to indemnify the person against the
    liability under the provisions of this section.
Subdivision 8.
Disclosure
.
A corporation that indemnifies or advances expenses to a person in
    accordance with this section in connection with a proceeding by or on behalf
    of the corporation shall report to the shareholders in writing the amount of
    the indemnification or advance and to whom and on whose behalf it was paid
    not later than the next meeting of shareholders.
Subdivision 9.
Indemnification of other persons
.
Nothing in this section shall be construed to limit the power of the
    corporation to indemnify persons other than a director, officer, employee,
    or member of a committee of the board of the corporation by contract or
    otherwise.
The Company's Bylaws provide as follows with respect to indemnification
    of directors and officers:
ARTICLE VII INDEMNIFICATION
Directors, officers, committee members, and other persons shall have the
    rights to indemnification provided by Section 302A.521 of the Minnesota
    Statutes and law amendatory thereof and supplementary thereto.
Item 7. Exemption from Registration Claimed
.
Not Applicable.
Item 8. Exhibits
.
Exhibit
Number
Description
4.1
SE Global Equities Corp. 2004 Stock Option Plan
4.2
Form of Stock Option Agreement
5
Opinion
      Letter of Laura E. Anthony, Esq.
23.1
Consent of
      Opinion of Laura E. Anthony, Esq. (included in Exhibit 5)
23.2
Consent
      of Independent Auditor
24
Power of Attorney (included in
      signature page)
Item 9. Undertakings
.
The Company hereby undertakes:
To file, during any period in which offers or sales are being made, a
    post-effective amendment to this Registration Statement:
To include any prospectus required by Section 10(a)(3) of the
      Securities Act of 1933, as amended.
To reflect in the prospectus any facts or events arising after the
      effective date of this Registration Statement (or the most recent
      post-effective amendment hereof) which, individually or in the aggregate,
      represent a fundamental change in the information set forth in this
      Registration Statement. Notwithstanding the foregoing, any increase or
      decrease in volume of securities offered (if the total dollar value of
      securities offered would not exceed
that which was registered) and any deviation from the low and high end
      of the estimated maximum offering range may be reflected in the form of
      prospectus filed with the Commission pursuant to Rule 424(b) if, in the
      aggregate, the changes in volume and price represent no more than a 20
      percent change in the maximum aggregate offering price set forth in the
      "Calculation of Registration Fee" table in the effective registration
      statement;
To include any material information with respect to the plan of
      distribution not previously disclosed in this Registration Statement or
      any material change to such information in this Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
    if the information required to be included in a post-effective amendment by
    those paragraphs is contained in periodic reports filed by the Company
    pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by
    reference in this Registration Statement.
That, for the purpose of determining any liability under the Securities
    Act, each such post-effective amendment shall be deemed to be a new
    registration statement relating to the securities offered therein, and the
    offering of such securities at the time shall be deemed to be the initial
    bona fide offering thereof.
To remove from registration by means of a post-effective amendment any
    of the securities being registered which remain unsold at the termination of
    the offering.
The Company hereby undertakes that, for purposes of determining any
  liability under the Securities Act, each filing of the Company's annual report
  pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by
  reference in this Registration Statement shall be deemed to be a new
  registration statement relating to the securities offered herein, and the
  offering of such securities at that time shall be deemed to be the initial
  bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
  Act may be permitted to directors, officers and persons controlling the
  Company pursuant to the foregoing provisions, or otherwise, the Company has
  been advised that in the opinion of the Commission such indemnification is
  against public policy as expressed in the Securities Act and is, therefore,
  unenforceable. In the event that a claim for indemnification against such
  liabilities (other than the payment by the Company of expenses incurred or
  paid by a director, officer or controlling person of the Company in the
  successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities
  being registered, the Company will, unless in the opinion of its counsel the
  matter has been settled by controlling precedent, submit to a court of
  appropriate jurisdiction the question whether such indemnification by it is
  against public policy as expressed in the Securities Act and will be governed
  by the final adjudication of such issue.
[Continued on next page.]
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Vancouver, British Columbia, on February 2,
2004.
SE GLOBAL EQUITIES CORP.
/s/ Toby Chu
By  _________________________
Toby Chu, Chairman and Chief Executive Officer/Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears
below constitutes and appoints Toby Chu his true and lawful attorney-in-fact and
agent with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of February 2, 2004:
Signatures
Name and Signature
Title
/s/ Hong-Lip Yow
___________________________________
President & Chief Operating
      Officer
Per: Hong-Lip Yow
/s/ Toby Chu
___________________________________
Chief Executive Officer,
      Chairman & Director
Per: Toby Chu
/s/ Tim Leong
___________________________________
Chief Financial Officer,
      Secretary & Treasurer
Tim Leung
/s/ Prithep Sosothikul
___________________________________
Director
Prithep Sosothikul
/s/ G. David Richardson
___________________________________
G. David Richardson
Director
/s/ Ken Lee
___________________________________
Director
Ken Lee
/s/ Sukanya Prachuabmoh
___________________________________
Per: Sukanya Prachuabmoh
Director