SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
(Amendment No. __)
[X] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Information Statement
FUTURE TECHNOLOGIES, INC.
Commission File Number: 000-26347
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[ ] Fee computed on table below per Exchange Act Rules 14c-5(g)
and 0-11.
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transaction applies:_________________________________
2) Aggregate number of securities to which
transaction
applies:_____________________________________________
3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11
(Set forth the amount on which the filing fee is
calculated and state how it was determined) : _______
4) Proposed maximum aggregate value of transaction:_____
5) Total fee paid:_________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and Identify the filing for which
the offsetting fee was paid previously. Identify the previous
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and the date of its filing.
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FUTURE TECHNOLOGIES, INC.
11900 Wayzata Blvd., Suite 100
Hopkins MN 55305
SPECIAL MEETING OF STOCKHOLDERS
April 11, 2001
NOTICE OF MEETING AND INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
Notice is hereby given that a Special Meeting of the
Stockholders of Future Technologies, Inc. ("Company") has been
called by the Board of Directors and will be held at 9:30 a.m.
Central time on April 11, 2001, at 11900 Wayzata Blvd., Suite
100, Hopkins, MN. The Special Meeting was called to obtain
stockholder approval for a proposal to amend the articles of
incorporation to change the Company's name to SE Global Equities
Corp. This Notice and Information Statement was first sent to
stockholders on or about March 21, 2001.
OUTSTANDING SHARES AND VOTING RIGHTS
Record Date. Stockholders of record at the close of
business on March 16, 2001, are entitled to notice of and to vote
at the Special Meeting or any adjournment thereof.
Shares Outstanding. As of March 16 a total of 14,371,029
shares of the Company's common stock were outstanding and
entitled to vote at the Special Meeting. The common stock is the
only class of stock entitled to notice of and to vote at the
Special Meeting.
Voting Rights and Procedures. Each outstanding share of
common stock is entitled to one vote on all matters submitted to
a vote of stockholders. The Company's Bylaws and Minnesota law
require the presence, in person or by proxy, of a majority of the
outstanding shares entitled to vote to constitute a quorum to
convene the Special Meeting. Further, the affirmative vote of a
majority of the outstanding shares of common stock is required to
approve the proposed change in the Company's name.
PROPOSED NAME CHANGE
On February 22, 2001, the board of directors adopted a
resolution to approve an amendment to the Company's articles of
incorporation to change its name to "SE Global Equities Corp."
The name change was approved by the board of directors to more
closely identify the Company with its operating subsidiary, SE
Global Equities, Inc. The exact proposal is to amend Article I
of the Company's articles of incorporation by deleting all of
Article I and inserting the following provision in lieu thereof:
***************
ARTICLE I
NAME
The name of this corporation shall be SE Global Equities
Corp.
***************
The Board of Directors recommends approval of the proposal.
Capital Alliance Group Inc., is the holder of record of
12,073,578 shares of common stock, or 84% of the outstanding
shares, and has indicated its intention to vote in favor of the
proposal. Consequently, the Company is not soliciting proxies
for the Special Meeting.
The name change will take effect on April 23, 2001. Upon
effectiveness of the name change, certificates for shares of the
Company's common stock issued under its former name will continue
to represent the same interest in the Company under the new name.
IT WILL NOT BE NECESSARY FOR STOCKHOLDERS TO EXCHANGE THEIR
COMPANY STOCK CERTIFICATES, ALTHOUGH STOCKHOLDERS MAY EXCHANGE
THEIR CERTIFICATES IF THEY WISH.
SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS
The following table sets forth as of March 16, 2001, the
number and percentage of the 14,371,029 outstanding shares of
common stock that were beneficially owned by (i) each person who
is currently a director, (ii) each executive officer, (iii) all
current directors and executive officers as a group and (iv) each
person who, to the knowledge of the Company is the beneficial
owner of more than 5% of the outstanding common stock. Except as
otherwise indicated, the persons named in the table have sole
voting and dispositive power with respect to all shares
beneficially owned, subject to community property laws where
applicable.
Name and Address Common Shares Percent of Class (2)
Capital Alliance Group Inc. (1)(3) 12,073,578 84.01
12th Floor - 777 West Broadway
Vancouver, BC Canada V5Z 4J7
Toby Chu (1)(2) 12,139,578 84.09
12th Floor - 777 West Broadway
Vancouver, BC Canada V5Z 4J7
Charles Chen (2) 12,000 0.08
12th Floor - 777 West Broadway
Vancouver, BC Canada V5Z 4J7
Ken Lee (2) 27,000 0.19
12th Floor - 777 West Broadway
Vancouver, BC Canada V5Z 4J7
Sukanya Prachuabmoh (2) 9,000 0.06
12th Floor - 777 West Broadway
Vancouver, BC Canada V5Z 4J7
Dave Richardson (2) 43,667 0.30
12th Floor - 777 West Broadway
Vancouver, BC Canada V5Z 4J7
2
Prithep Sosothikul (2) 27,000 0.19
12th Floor - 777 West Broadway
Vancouver, BC Canada V5Z 4J7
All officers and directors as a 12,258,245 84.31
Group (6 persons)
(1) Toby Chu is an officer, director and principal stockholder
of Capital Alliance Group Inc., and may be deemed to have shared
voting and investment power with respect to the shares held by
it.
(2) These figures represent the percentage of ownership of the
named individuals assuming each of them alone has exercised any
options held, and percentage ownership of all officers and
directors as a group assuming all purchase rights held by such
individuals are exercised.
(3) These persons are all of the officers or directors of the
Company. They became officers and directors as a result of a
change in control of the Company described in the following
footnote. The figures include options to purchase shares of
common stock as follows: Toby Chu 66,000 shares, Charles Chen
12,000 shares, Ken Lee 27,000 shares, Sukanya Prachuabmoh 9,000
shares, Dave Richardson 27,000 shares, and Prithep Sosothikul
27,000 shares.
(4) On February 21, 2001, the Company issued 12,873,944 shares
of restricted common stock to the shareholders of SE Global
Equities, Inc., a Cayman Islands corporation ("SEG") and majority
owned subsidiary of Capital Alliance Group, Inc., of Vancouver,
Canada ("CAG"), in exchange for all of the capital shares of SEG
held by its shareholders. As a result of the transaction, CAG
acquired 12,073,578 shares of the Company's common stock, or
approximately 84.01% of the 14,371,029 shares of common stock now
outstanding. As a result of the transaction, the former director
of the Company resigned in favor of the appointment of the
persons listed in the table as directors.
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