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Exhibit 99.2

SE GLOBAL EQUITIES CORP.

AUDIT COMMITTEE CHARTER

I. General Statement of Purpose

The Audit Committee of the Board of Directors (the "Audit Committee") of SEGlobal Equities Corp. (the "Company") assists the Board of Directors (the"Board") in its oversight of:

- the integrity of the Company's financial statements;
- the Company's compliance with legal and regulatory requirements;
- the qualifications, independence and performance of the Company's  independent auditors; and  
- the performance of the Company's internal audit function.   

One of the primary objectives of the Audit Committee in fulfilling theseresponsibilities is to promote and preserve the integrity of the Company'sfinancial statements and the independence and performance of the Company'sexternal independent auditor.

II. Audit Committee Composition

The Audit Committee shall consist of at least three members who shall beappointed annually by resolution of the Board and may be replaced or removed bythe Board with or without cause. Each member shall satisfy the qualificationrequirements set forth by the Securities and Exchange Commission ("SEC") thatapply to reporting companies who file annual reports on Form 10-KSB. The Boardshall designate one member of the Audit Committee to be Chairman of thecommittee.

Resignation or removal of a member of the Audit Committee from service as aDirector on the Board, for whatever reason, shall automatically and without anyfurther action constitute resignation or removal, as applicable, from the AuditCommittee. Any vacancy on the Audit Committee, occurring for whatever reason,may be filled only by the Board. In addition, if any of the Company's executiveofficers serve on the compensation committee of another company, none of theexecutive officers of that company may serve on the Audit Committee. 

Each member of the Audit Committee shall be financially literate (or shallbecome financially literate within a reasonable period of time after his or herappointment to the Audit Committee), as such qualification is interpreted by theBoard in its business judgment. One or more members of the Audit Committee mayqualify as an "audit committee financial expert" under the rules promulgated bythe SEC. At least one member of the Audit Committee shall have accounting orrelated financial management expertise, as such qualification is interpreted bythe Board in its business judgment. No member of the Audit Committee maysimultaneously serve on the audit committee of more than three (3) issuershaving securities registered under Section 12 of the *Securities Exchange Act of 1934*,as amended (the

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"Exchange Act"), unless the Board determines that suchsimultaneous service would not impair the ability of such member to effectivelyserve on the Audit Committee.

III. Compensation

A member of the Audit Committee may not, other than in his or her capacity asa member of the Audit Committee, the Board or any other committee established bythe Board, receive directly or indirectly any consulting, advisory or othercompensatory fee from the Company, not otherwise disclosed to the AuditCommittee. Such member will not be considered independent.

IV. Meetings

The Audit Committee shall meet four times per year in person or by telephoneconference call, with any additional meetings as deemed necessary by the AuditCommittee. A majority of the members of the Audit Committee shall constitute aquorum for purposes of holding a meeting and the Audit Committee may act by avote of a majority of the members present at such meeting. In lieu of a meeting,the Audit Committee may act by unanimous written consent.

Periodically, the Audit Committee shall also meet separately with management,with internal auditors (or other personnel responsible for the internal auditfunction) and with the independent auditors.

V. Responsibilities and Authorities

The principal activities of the Audit Committee will generally include thefollowing:

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A. Review of Charter

Review and reassess the adequacy of this Charter annually and recommend    to the Board any amendment or modification to this Charter that the Audit    Committee deems appropriate.
**B. Annual Performance Evaluation**
At least annually, the Audit Committee shall evaluate its own performance    and report to the Board the results of such evaluation.
**C. Audited Financial Statements and Annual Audit**
Review the overall audit plan (both external and internal) with the    independent auditor and the members of management who are responsible for    maintaining the Company's accounts and preparing the Company's financial    statements, including the Company's Chief Financial Officer, Chief    Accounting Officer and/or principal 

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accounting officer or principal financial officer (the    Chief Financial Officer, the Chief Accounting Officer and such other officer    or officers are referred to herein collectively as the "Senior Accounting    Executive").

Review and discuss with management (including the Company's Senior    Accounting Executive) and with the independent auditor:
the Company's annual audited financial statements, including all    critical accounting policies and practices used or to be used by the    Company; 
the Company's disclosures under "Management's Discussion and Analysis of    Financial Conditions and Results of Operations" prior to the filing of the    Company's Annual Report on Form 10-KSB; and
any significant financial reporting issues that have arisen in    connection with the preparation of such audited financial statements.

Review:
any analyses prepared by management and/or the independent auditors    setting forth significant financial reporting issues and judgments made in    connection with the preparation of the financial statements, including    analyses of the effects of alternative generally accepted accounting    principles ("GAAP") methods on the financial statements. The Audit Committee    may consider the ramifications of the use of such alternative disclosures    and treatments on the financial statements, and the treatment preferred by    the independent auditor. The Audit Committee may also consider other    material written communications between the registered public accounting    firm and management, such as any management letter or schedule of unadjusted    differences;
major issues as to the adequacy of the Company's internal controls and    any special audit steps adopted in light of material control deficiencies;
major issues regarding accounting principles and procedures and    financial statement presentations, including any significant changes in the    Company's selection or application of accounting principles; and 
the effects of regulatory and accounting initiatives, as well as    off-balance sheet transactions and structures, on the financial statements    of the Company.

Review and discuss with the independent auditor how the independent    auditor plans to handle its responsibilities under the *Private Securities    Litigation Reform Act of 1995*, and request assurance from the auditor    that Section 10A of the *Private Securities Litigation Reform Act of 1995*    has not been implicated.

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Review and discuss with the independent auditor any audit problems or    difficulties that the auditor may have encountered with management or others    and any management letter provided by the auditor and the Company's response    thereto. This review shall include:
any difficulties encountered by the auditor in the course of performing    its audit work, including any restrictions on the scope of its activities or    its access to information;
any significant disagreements with management; and
a discussion of the responsibilities, budget and staffing of the    Company's internal audit function.

This review may also include:
any accounting adjustments that were noted or proposed by the auditors    but were "passed" (as immaterial or otherwise); and
any management or internal control letter issued, or proposed to be    issued, by the auditors.

Discuss with the independent auditor such issues as may be brought to the    Audit

Committee's attention by the independent auditor pursuant to Statement on    Auditing Standards No. 61 ("SAS 61").

Review and discuss with the independent auditors the report required to    be delivered by such auditors pursuant to Section 10A(k) of the Exchange    Act, relating to critical accounting policies and practices, alternative    treatments of financial information within GAAP discussed with management    and other material written communications between the independent auditor    and management.

If brought to the attention of the Audit Committee, discuss with the    Chief Executive Officer, Chief Financial Officer and the Chief Accounting    Officer of the Company:
all significant deficiencies and material weaknesses in the design or    operation of internal control over financial reporting which are reasonably    likely to adversely affect the Company's ability to record, process,    summarize and report financial information required to be disclosed by the    Company in the reports that it files or submits under the Exchange Act,    within the time periods specified in the SEC's rules and forms; and
any fraud involving management or other employees who have a significant    role in the Company's internal control over financial reporting.

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Based on the Audit Committee's review and discussions:
with management of the audited financial statements;    
with the independent auditor of the matters required to be discussed by    SAS 61; and 
with the independent auditor concerning the independent auditor's    independence, make a recommendation to the Board as to whether the Company's    audited financial statements should be included in the Company's Annual    Report on Form 10-KSB.

Prepare the Audit Committee report required by Item 306 of Regulation SB    of the Exchange Act (or any successor provision) to be included in the    Company's annual proxy statement.
**D. Unaudited Quarterly Financial Statements**
Discuss with management and the independent auditor, prior to the filing    of the Company's Quarterly Reports on Form 10-QSB:
the Company's quarterly financial statements and the Company's related    disclosures under "Management's Discussion and Analysis of Financial    Condition and Results of Operations;"
such issues as may be brought to the Audit Committee's attention by the    independent auditor pursuant to Statement on Auditing Standards No. 100; and    
any significant financial reporting issues that have arisen in    connection with the preparation of such financial statements.

**E. Internal Audit

At least annually, evaluate the performance, responsibilities, budget and    staffing of the Company's internal audit function and review the internal    audit plan. Such evaluation may include a review of the responsibilities,    budget and staffing of the Company's internal audit function with the    independent auditors.
**F. Earnings Press Releases**
Discuss the Company's earnings press releases, as well as financial    information and earnings guidance provided to analysts and rating agencies,    including, in general, the types of information to be disclosed and the    types of presentation to be made (paying particular attention to the use of    "pro forma" or "adjusted" non-GAAP information).
**G. Risk Assessment and Management**
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Discuss the guidelines and policies that govern the process by which the    Company's exposure to risk is assessed and managed by management.

In connection with the Audit Committee's discussion of the Company's risk    assessment and management guidelines, discuss or consider the Company's    major financial risk exposures and the steps that the Company's management    has taken to monitor and control such exposures.
**H. Procedures for Addressing Complaints and Concerns**
Establish procedures for:
the receipt, retention and treatment of complaints received by the    Company regarding accounting, internal accounting controls, or auditing    matters; and
the confidential, anonymous submission by employees of the Company of    concerns regarding questionable accounting or auditing matters.

The Audit Committee may review and reassess the adequacy of these    procedures periodically and adopt any changes to such procedures that the    Audit Committee deems necessary or appropriate.
**I. Regular Reports to the Board**
Regularly report to and review with the Board any issues that arise with    respect to the quality or integrity of the Company's financial statements,    the Company's compliance with legal or regulatory requirements, the    performance and independence of the independent auditors, the performance of    the internal audit function and any other matters that the Audit Committee    deems appropriate or is requested to review for the benefit of the Board.
**J. Legal and Regulatory Compliance**
Discuss with management and the independent auditor the legal and    regulatory****requirements applicable to the Company and its    subsidiaries and the Company's****compliance with such requirements. After    these discussions, the Audit Committee may,****if it determines it to be appropriate,    make recommendations to the Board with respect to****the Company's policies and procedures    regarding compliance with applicable laws and regulations.
Discuss with management legal matters (including pending or threatened    litigation) that may have a material effect on the Company's financial    statements or its compliance policies and procedures.

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**K. Matters Relating to Selection, Performance and Independence of    Independent Auditor

Be directly responsible for the appointment, retention and termination,    and for determining the compensation, of the Company's independent auditor    engaged for the purpose of preparing or issuing an audit report or related    work or performing other audit, review or attest services for the Company.

Be directly responsible for oversight of the work of the independent    auditor (including resolution of disagreements between management and the    independent auditor regarding financial reporting) engaged for the purpose    of preparing or issuing an audit report or related work or performing other    audit, review or attest services for the Company.

Instruct the independent auditor that the independent auditor shall    report directly of the Audit Committee.

Pre-approve all auditing services and the terms thereof (which may    include providing comfort letters in connection with securities    underwritings) and non-audit services (other than non-audit services    prohibited under Section 10A(g) of the Exchange Act or the applicable rules    of the SEC or the Public Company Accounting Oversight Board) to be provided    to the Company by the independent auditor; provided, however, the    preapproval requirement is waived with respect to the provision of non-audit    services for the

Company if the "de minimus" provisions of Section 10A(i)(1)(B) of the    Exchange Act are satisfied. This authority to pre-approve non-audit services    may be contained in a pre approval policy or delegated to one or more    members of the Audit Committee, who shall present all decisions to    pre-approve an activity to the full Audit Committee at its first meeting    following such decision.

Review and approve the scope and staffing of the independent auditors'    annual audit plan(s):
Request that the independent auditor provide the Audit Committee with    the written disclosures and the letter required by Independence Standards    Board Standard No. 1, as modified or supplemented;
require that the independent auditor submit to the Audit Committee on a    periodic basis a formal written statement delineating all relationships    between the independent auditor and the Company; 
discuss with the independent auditor any disclosed relationships or    services that may impact the objectivity and independence of the independent    auditor; and
based on such disclosures, statement and discussion, take or recommend    that the Board take appropriate action in response to the independent    auditor's report to satisfy itself of the independent auditor's    independence.

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Evaluate the independent auditors' qualifications, performance and    independence, and present its conclusions with respect to the independent    auditors to the Board. As part of such evaluation, at least annually, the    Audit Committee shall:

Obtain and review a report or reports from the independent auditor    describing:
the auditor's internal quality-control procedures;
any material issues raised by the most recent internal quality-control    review or peer review of the auditors or by any inquiry or investigation by    government or professional authorities, within the preceding five (5) years,    regarding one or more independent audits carried out by the auditors, and    any steps taken to address any such issues; and 
in order to assess the auditor's independence, all relationships between    the independent auditor and the Company;

Review and evaluate the performance of the independent auditor and the    lead partner; and assure the regular rotation of the audit partners    (including, without limitation, the lead and concurring partners) as    required under the Exchange Act and Regulation SB.

In this regard, the Audit Committee shall also:
seek the opinion of management and the internal auditors of the    independent auditors' performance; and
consider whether, in order to assure continuing auditor independence,    there should be regular rotation of the audit firm. 

Set clear policies with respect to the potential hiring of current or    former employees of the independent auditor.
**VI. Additional Authority**
The Audit Committee is authorized, on behalf of the Board, to do any of thefollowing:
**A. Engagement of Advisors

Engage independent counsel and such other advisors it deems necessary to    carry out its responsibilities and powers, and, if such counsel or other    advisors are engaged, shall determine the compensation or fees payable to    such counsel or other advisors.
**B. General**
Form and delegate authority to subcommittees consisting of one or more of    its members as the Audit Committee deems appropriate to carry out its    responsibilities and exercise its powers, except to the extent that may be    prohibited by the SEC.

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Perform such other oversight functions outside of its stated purpose as    may be requested by the Board from time to time.

In performing its oversight function, rely upon advice and information    that it receives in its discussions and communications with management, the    independent auditor and such experts, advisors and professionals as may be    consulted with by the Audit Committee.

Request that any officer or employee of the Company, the Company's    outside legal counsel, the Company's independent auditor or any other    professional retained by the Company to render advice to the Company attend    a meeting of the Audit Committee or meet with any members of or advisors to    the Audit Committee.

Notwithstanding the responsibilities and powers of the Audit Committee    set forth in this

Charter, the Audit Committee does not have the responsibility of planning    or conducting audits of the Company's financial statements or determining    whether or not the Company's financial statements are complete, accurate and    in accordance with GAAP. Such responsibilities are the duty of management    and, to the extent of the independent auditor's audit responsibilities, the    independent auditor. It also is not the duty of the Audit Committee to    conduct investigations or to ensure compliance with laws and regulations.
**ADOPTED: MARCH 29, 2004**
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