FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For The Quarter Ended October 31, 2002
Commission File Number 1-13549
AMERICAN UNITED GLOBAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-4359228
(State or other jurisdiction of (I.R.S. Employer I.D. Number)
incorporation or organization)
11108 NE 106th PLACE
KIRKLAND, WASHINGTON 98033
(Address of principal executive offices) Zip code
Registrant's telephone no.: 425-869-7410
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months (or for such shorter period that the
registrant was required to file such reports); and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the close of the period covered by this report.
Title of Class Number of Shares
Common Stock Outstanding
(par value $.01 per share) 1,997,624
AMERICAN UNITED GLOBAL, INC.
INDEX
Page
Number
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets
October 31, 2002 (unaudited) and July 31, 2002............ 1
Consolidated Statements of Operations
Three Months Ended October 31, 2002
and October 31, 2001 (unaudited).......................... 2
Consolidated Statements of Cash Flows
Three Months Ended October 31, 2002
and October 31, 2001 (unaudited)......................... 3
Notes to the Consolidated Financial
Statements (unaudited)...................................... 4-5
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations............... 6
Item 3. Quantitative and Qualitative Disclosure about
Market Risk................................................. 8
Item 4. Controls and Procedures............................... 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings .................................... 9
Item 2. Changes in Securities................................. 9
Item 3. Defaults Upon Senior Securities....................... 9
Item 4. Submission of Matters to a Vote of Security
Holders..................................................... 9
Item 5. Other Information .................................... 9
Item 6. Exhibits and Reports on Form 8-K...................... 9
ITEM 1
AMERICAN UNITED GLOBAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
October 31, JULY 31,
2002 2002
---------- ----------
(unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents................................................ $ 1,979,000 $ 105,000
Investment in marketable securities..................................... 6,000 20,000
Litigation settlement receivable........................................ - 2,875,000
Note receivable from Informedix......................................... 100,000 -
------------ ----------
TOTAL CURRENT ASSETS................................................ 2,085,000 3,000,000
------------ ----------
TOTAL ASSETS........................................................ $ 2,085,000 $ 3,000,000
=========== ============
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
Short-term borrowing.................................................... $ 1,500,000 $ 1,500,000
Accounts payable........................................................ 1,000 26,000
Accrued liabilities..................................................... 1,389,000 1,811,000
Note payable............................................................ - 250,000
--------- ---------
TOTAL CURRENT LIABILITIES........................................... 2,890,000 3,587,000
--------- ---------
Commitments and contingencies
Shareholders' deficit:
Preferred stock, 12.5% cumulative, $1.00 per share liquidation value,
$.01 par value; 1,200,000 shares authorized;
none issued and outstanding........................................... - -
Series B-1 preferred stock, convertible to common at 25 for 1,
$3.50 per share liquidation value, $.01 par value; 1,000,000 shares
authorized; 407,094 shares issued and outstanding................... 4,000 4,000
Common stock, $.01 par value; 40,000,000 shares
authorized; 1,997,624 shares issued and outstanding................... 20,000 20,000
Additional contributed capital.......................................... 51,375,000 51,375,000
Accumulated deficit..................................................... (52,131,000) (51,927,000)
Accumulated other comprehensive loss.................................... (73,000) (59,000)
---------- ---------
TOTAL SHAREHOLDERS' DEFICIT......................................... (805,000) (587,000)
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT......................... $ 2,085,000 $ 3,000,000
============ ===========
See accompanying notes to consolidated financial statements.
1
AMERICAN UNITED GLOBAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
THREE MONTHS ENDED
OCTOBER 31,
2002 2001
---- ----
General and administrative expenses.................... $ 167,000 $ 175,000
--------- ---------
Operating loss......................................... (167,000) (175,000)
Interest expense, net.................................. (37,000) (34,000)
Loss on sale of marketable securities.................. - (192,000)
Equity in income of unconsolidated subsidiary.......... - 129,000
---------- --------
Loss before income taxes............................... (204,000) (272,000)
Provision for taxes.................................... - -
----------- ------------
Net loss .............................................. $ (204,000) $ (272,000)
============ ============
Basic and diluted loss per share....................... $ (0.10) $ (0.55)
===== =====
Weighted average number of shares...................... 1,997,624 497,582
========== ==========
See accompanying notes to consolidated financial statements.
2
AMERICAN UNITED GLOBAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
THREE MONTHS ENDED
OCTOBER 31,
-----------
2002 2001
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss............................................ $ (204,000) $ (272,000)
Adjustments to reconcile net loss to
net cash used by operating activities
Loss on sale of marketable securities............. - 192,000
Undistributed income of affiliate................. - (129,000)
Changes in assets and liabilities:
Prepaid expenses and other receivables.......... (8,000)
Litigation settlement receivable................ 2,875,000
Accounts payable................................ (25,000) 5,000
Other accrued liabilities....................... (422,000) 9,000
---------- --------
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES....... 2,224,000 (203,000)
---------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Loan to Informedix, Inc.............................. (100,000)
Proceeds from sale of marketable securities.......... - 132,000
--------- --------
NET CASH (USED) PROVIDED BY INVESTING ACTIVITIES........ (100,000) 132,000
--------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of note payable......................... (250,000) -
--------- --------
NET CASH USED BY FINANCING ACTIVITIES.................. (250,000) -
--------- --------
Net increase (decrease) in cash and cash equivalents... 1,874,000 (71,000)
Cash and cash equivalents, beginning................... 105,000 519,000
--------- ---------
Cash and cash equivalents, ending...................... $ 1,979,000 $ 448,000
============= ===============
See accompanying notes to consolidated financial statements.
3
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial information included in this report has been
prepared in conformity with the accounting principles reflected in the
consolidated financial statements for the preceding year included in the annual
report on Form 10-K/A for the year ended July 31, 2002 filed with the Securities
and Exchange Commission. All adjustments are of a normal recurring nature and
are, in the opinion of management, necessary for a fair statement of the
consolidated results for the interim periods. This report should be read in
conjunction with the Company's financial statements included in the annual
report on Form 10-K/A for the year ended July 31, 2002 filed with the Securities
and Exchange Commission.
The consolidated financial statements include the accounts of the Company
and its wholly owned and majority owned subsidiaries. All significant
intercompany balances and transactions have been eliminated in consolidation.
The Company has had a working capital deficit for each of the three years
ending July 31, 2000, 2001 and 2002. However, the cash, cash equivalents and
marketable securities of $1,985,000 as at October 31, 2002 are sufficient to
fund current levels of operations for the next twelve months assuming little or
no payments of certain existing indebtedness. Were AUGI required to pay down
such certain indebtedness it would be necessary to secure financing to fund
operations.
NOTE 2 - LOAN TO INFORMEDIX, INC.
On September 4, 2002 the Company loaned $100,000 to InforMedix, Inc.
("InforMedix") pursuant to the terms of a 12% convertible secured promissory
note. The note is due on January 24, 2003 or earlier under certain acceleration
provisions and is automatically convertible into 100,000 common shares of
InforMedix should InforMedix or any affiliate merge into a public entity or
otherwise become publicly traded.
NOTE 3. - CONTINGENT OBLIGATIONS
The Company remains contingently liable for certain capital lease
obligations assumed by eGlobe, Inc. ("eGlobe") as part of the Connectsoft
Communications Corp. asset sale which was consummated in June 1999. The lessor
filed for bankruptcy in 2000 and the leases were acquired by another leasing
organization which subsequently also filed for bankruptcy in 2001. In addition,
eGlobe filed for bankruptcy in 2001. The Company has been unable to obtain any
further information about the parties but believes that in the normal course of
the proceedings that the assets and related leases were most likely acquired by
another company and that a mutually acceptable financial arrangement was reached
to accomplish such a transfer. To date, the Company has not been contacted and
has not been notified of any delinquency in payments due under these leases. The
original leases were entered into during early to mid 1997 each of which was for
a five year term. Extensions of an additional 20 months were negotiated with the
original lessor in 1998 and 1999 moving the ending date to approximately mid
2004. The balance due under the leases in June 1999 upon transfer and sale to
eGlobe was approximately $2,800,000 including accrued interest and the monthly
payments were approximately $55,000. The balance that is currently due under the
leases is unknown and there would most likely have been negotiated reductions of
amounts due during the proceedings.
4
NOTE 4. - INFORMATION ABOUT WESTERN POWER & EQUIPMENT CORP. (Western)
Western was a 36% minority owned subsidiary in Fiscal 2001 and most of
Fiscal 2002. In May 2002, Western issued additional shares of its common stock
which resulted in the percentage of shares owned by AUGI to decrease from 36% to
30%. AUGI'S pro-rata share of Western's loss in Fiscal 2002 was limited to
AUGI'S total investment in Western, which was $702,000, as the investment
account can not be less than zero. There was an excess of loss over the
investment balance in the approximate amount of $2,350,000 which amount would
have to be offset before AUGI could recognize any percentage of profit from
Western. Thus, there will be no recognition of AUGI'S share of Western's profit
or loss for the quarter ended October 31, 2002.
As of October 31, 2002, Western was in technical default of the financial
covenants in the DFS credit facility. Western has not received a waiver of such
defaults from DFS and although DFS has not called the loan, there is no
guarantee that it will not do so in the future.
Western currently is in negotiations with DFS to extend or renew the credit
facility beyond its current expiration of December 28, 2001. Western believes
that it can reach agreement with DFS to extend or renew the agreement on
reasonably acceptable terms. However, in the event that Western cannot reach a
reasonably acceptable agreement to extend or renew the current DFS credit
facility, DFS could demand repayment of the entire outstanding balance at
anytime. In such case, Western would be unable to repay the entire DFS
outstanding balance. There can be no assurance that Western will be able to
successfully negotiate an acceptable extension or renewal of the existing DFS
credit facility or that DFS will not call the balance due at anytime.
5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
LIQUIDITY AND CAPITAL RESOURCES
GENERAL
The following discussion and analysis should be read in conjunction with
the Consolidated Financial Statements and Notes thereto appearing elsewhere in
this Form 10-Q.
This management's discussion and analysis of financial conditions and
results of operations contains certain "forward-looking statements" as defined
in the Private Securities Litigation Reform Act of 1995. Such statements
relating to future events and financial performance are forward-looking
statements that involve risks and uncertainties, detailed from time to time in
the Company's various Securities and Exchange Commission filings. No assurance
can be given that any such matters will be realized.
Results of Operations
The Three Months Ended October 31, 2002 Compared to the Three Months Ended
October 31, 2001
General and administrative expenses totaled $167,000 for the three months
ended October 31, 2002 compared to $175,000 for the three months ended October
31, 2001. The net decrease in general and administrative expenses of $8,000 is
primarily attributable to a decrease of approximately $10,000 in legal and
accounting fees, a decrease of approximately $14,000 in printing and proxy
solicitation expenses, as there were no such costs in 2002, and a net decrease
of $2,000 in other general and administrative expenses; which decreases were
somewhat offset by an increase of approximately $14,000 in executive
compensation and related health insurance and other benefits and taxes and an
increase of $4,000 in rent expense.
There were no sales of marketable securities during the quarter ended
October 31, 2002. Losses on sales of marketable securities for the quarter ended
October 31, 2001 were $192,000 from the sale of approximately 397,000 shares of
Magna Labs, Inc. and total sales proceeds were approximately $132,000
Net interest expense for the three months ended October 31, 2002 of $37,000
increased $3,000 from the $34,000 in the prior year comparative period. This
increase is primarily due to interest of approximately $3,000 incurred on the
$250,000 note payable during the current quarter while there was no such
comparable expense in the prior year three month period.
The Company has recorded a full valuation allowance against the deferred
tax benefit for net operating losses generated, since in management's opinion
the net operating losses do not meet the more likely than not criteria for
future realization.
Liquidity and Capital Resources
The Company's primary needs for liquidity and capital resources are the
funding of salaries and other administrative expenses related to the management
of the Company which includes expenses incurred relative to seeking merger
and/or acquisition candidates.
During the quarter ended October 31, 2002, cash, cash equivilents and
marketable securities increased by $1,860,000 primarily due to the receipt of
net proceeds of $2,875,000 on September 10, 2002 from the settlement of the
Company's litigation against it's prior corporate counsel. Of the funds
received, $447,000 was used to pay accrued expenses and accounts payable,
$250,000 was used to repay the loan from the Rubin Family Trust, $100,000 was
used for the loan to Informedix and $204,000 was used to fund operations.
The Company's cash, cash equivalents and marketable securities of
$1,985,000 as of October 31, 2002 are more than sufficient to support current
levels of operations for the next twelve months assuming little or no payment of
certain existing indebtedness. Were AUGI required to pay down such certain
indebtedness, it would be necessary to secure financing to fund operations.
AUGI remains contingently liable for certain capital lease obligations
assumed by eGlobe, Inc. (eGlobe) as part of the Connectsoft Communications Corp.
asset sale which was consummated in June 1999.(see Note 3)
6
Critical Accounting Policies
The Company's discussion and analysis of its financial condition and
results of operations are based upon AUGI's financial statements, which have
been prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements requires the use of
estimates that affect the reported amounts of assets, liabilities and expenses.
AUGI evaluates its estimates on an ongoing basis, including estimates for income
tax assets and liabilities and the impairment of the value of investments. The
Company bases its estimates on historical experience and on actual information
and assumptions that are believed to be reasonable under the circumstances at
that time. Actual results may differ from these estimates under different
assumptions or conditions. AUGI believes that the following critical accounting
policies affect its more significant estimates used in the preparation of its
financial statements.
Accounting for Income Taxes.
AUGI currently records a full valuation allowance against the deferred tax
benefit for net operating losses generated, since in management's opinion the
net operating losses do not meet the more likely than not criteria for future
realization.
Impairment of Investments.
AUGI reviews estimates of the value of its investments each reporting
period and records an impairment loss to the extent that management believes
that there has been an impairment to the carrying value.
Recent Accounting Pronouncements
FASB Interpretation No. 45 Guarantor's Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of
Others an interpretation of FASB Statements No. 5, 57, and 107 and rescission of
FASB Interpretation No. 34.
This Interpretation elaborates on the disclosures to be made by a guarantor
in its interim and annual financial statements about its obligations under
certain guarantees that it has issued. It also clarifies that a guarantor is
required to recognize, at the inception of a guarantee, a liability for the fair
value of the obligation undertaken in issuing the guarantee. This Interpretation
does not prescribe a specific approach for subsequently measuring the
guarantor's recognized liability over the term of the related guarantee. This
Interpretation also incorporates, without change, the guidance in FASB
Interpretation No. 34, Disclosure of Indirect Guarantees of Indebtedness of
Others, which is being superseded.
The initial recognition and initial measurement provisions of this
Interpretation are applicable on a prospective basis to guarantees issued or
modified after December 31, 2002, irrespective of the guarantor's fiscal
year-end. The disclosure requirements in this Interpretation are effective for
financial statements of interim or annual periods ending after December 15,
2002. The interpretive guidance incorporated without change from Interpretation
34 continues to be required for financial statements for fiscal years ending
after June 15, 1981 the effective date of Interpretation 34. The Company has
made the appropriate disclosures related to guarantees.
7
In April 2002, the Financial Accounting Standards Board (the "FASB") issued
SFAS No. 145, Recission of SFAS Nos. 4, 44 and 64, amendment of SFAS No. 13 and
Technical Corrections as of April 2002. This Statement rescinds SFAS No. 4,
Reporting Gains and Losses from Extinguishment of Debt, and an amendment to that
Statement, SFAS No. 64, Extinguishments of Debt Made to Satisfy Sinking-Fund
Requirements. This Statement also rescinds SFAS No. 44, Accounting for
Intangible Assets of Motor Carriers. This Statement amends SFAS No. 13,
Accounting for Leases, to eliminate an inconsistency between the required
accounting for sale-leaseback transactions and the required accounting for
certain lease modifications that have economic effects that are similar to
sale-leaseback transactions. This Statement also amends other existing
authoritative pronouncements to make various technical corrections, clarify
meanings or describe their applicability under changed conditions. The Company
has reviewed this pronouncement and will consider its impact if any relevant
transaction(s) occur.
In July 2002, the FASB issued SFAS No.146, Accounting for Costs Associated
with Exit or Disposal Activities. This Statement addresses financial accounting
and reporting for costs associated with exit or disposal activities and
nullifies Emerging Issues Task Force (EITF) Issue No.94-3, Liability Recognition
for Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring). This Statement applies to
costs associated with an exit activity that does not involve an entity newly
acquired in a business combination or with a disposal activity covered by SFAS
No. 144, Accounting for the Impairment or disposal of Long-Lived Assets. These
costs include, but are not limited to; termination benefits provided to current
employees that are involuntarily terminated under the terms of a benefit
arrangement that, in substance, is not an ongoing benefit arrangement or an
individual deferred compensation contract, costs to terminate a contract that is
not a capital lease and costs to consolidate facilities or relocate employees.
This Statement does not apply to costs associated with the retirement of a long-
lived asset covered by SFAS No. 143, Accounting for Asset Retirement
Obligations. The Company does not believe that these pronouncements apply but
will continue to review for possible relavancy in the future.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
None
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures.
Our chief executive officer and our chief financial officer, after
evaluating our "disclosure controls and procedures" (as defined in the
Securities Exchange Act of 1934 (the "Exchange Act") Rules 13a-14(c) and
15d-14(c) have concluded that as of a date within 90 days of the filing date of
this report (the "Evaluation Date") our disclosure controls and procedures are
effective to ensure that information we are required to disclose in reports that
we file or submit under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in Securities and Exchange Commission
rules and forms.
Changes in internal controls
Subsequent to the Evaluation Date, there were no significant changes in our
internal controls or in other factors that could significantly affect our
disclosure controls and procedures, nor were there any significant deficiencies
or material weaknesses in our internal controls. As a result, no corrective
actions were required or undertaken.
8
PART II
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
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
99.2 Certification of Chief Financial Officer and Chief Executive Officer
(B) REPORTS ON FORM 8-K
The Company filed a Form 8-K on September 12, 2002 to report its receipt of
net proceeds of $2,875,000 from the settlement of litigation against its former
corporate counsel.
9
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMERICAN UNITED GLOBAL, INC.
December 9, 2002
By: /s/ Robert M. Rubin
-------------------
Robert M. Rubin
Chief Executive Officer
By: /s/ David M. Barnes
-------------------
David M. Barnes
Chief Financial Officer
EXHIBIT 99.2
I, Robert M. Rubin, certify that:
1. I have reviewed this quarterly report on Form 10-Q of American United
Global, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
(a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
(b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this quarterly report (the "Evaluation Date"); and
(c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
(a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified
for the registrant's auditors any material weaknesses in internal controls;
and
(b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
/s/ Robert M. Rubin
Date: December 9, 2002 -------------------------
Robert M. Rubin
Chief Executive Officer
I, David M. Barnes, certify that:
1. I have reviewed this quarterly report on Form 10-Q of American United
Global, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
(a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
(b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this quarterly report (the "Evaluation Date"); and
(c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
(a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified
for the registrant's auditors any material weaknesses in internal controls;
and
(b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
/s/ David M. Barnes
Date: December 9, 2002 -------------------------
David M. Barnes
Chief Financial Officer
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Robert M. Rubin, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly
Report of American United Global, Inc. on Form 10-Q for the quarter ended
October 31, 2002 fully complies with the requirements of Section 15(d) of the
Securities Exchange Act of 1934 and the information contained in such Quarterly
Report on Form 10-Q fairly presents, in all material respects, the financial
condition and results of operations of American United Global, Inc.
/s/ Robert M. Rubin
Date: December 9, 2002 -------------------------
Robert M. Rubin
Chief Executive Officer
I, David M. Barnes, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly
Report of American United Global, Inc. on Form 10-Q for the quarter ended
October 31, 2002 fully complies with the requirements of Section 15(d) of the
Securities Exchange Act of 1934 and the information contained in such Quarterly
Report on Form 10-Q fairly presents, in all material respects, the financial
condition and results of operations of American United Global, Inc.
/s/ David M. Barnes
Date: December 9, 2002 -------------------------
David M. Barnes
Chief Financial Officer