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 January 31, 2003
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. AND SUBSIDIARIES
INDEX
Page
Number
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets
January 31, 2003 (unaudited) and July 31, 2002............... 1
Consolidated Statements of Operations
Three Months Ended January 31, 2003
and January 31, 2002 (unaudited)............................. 2
Consolidated Statements of Operations
Six Months Ended January 31, 2003
and January 31, 2002 (unaudited)............................. 3
Consolidated Statements of Cash Flows
Six Months Ended January 31, 2003
and January 31, 2002 (unaudited)............................. 4
Notes to the Consolidated Financial
Statements (unaudited).......................................... 5-6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.................. 7
Item 3. Controls and procedures.................................. 9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings ....................................... 10
Item 2. Changes in Securities.................................... 10
Item 3. Defaults Upon Senior Securities.......................... 10
Item 4. Submission of Matters to a Vote of Security
Holders........................................................ 10
Item 5. Other Information ....................................... 10
Item 6. Exhibits and Reports on Form 8-K......................... 10
Signatures.......................................... 11
Certifications...................................... 12
ITEM 1
AMERICAN UNITED GLOBAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
January 31, JULY 31,
2003 2002
---------- ----------
(unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents............................................... $ 1,732,000 $ 105,000
Investment in marketable securities..................................... 9,000 20,000
Litigation settlement receivable........................................ - 2,875,000
Note receivable from Informedix......................................... 100,000 -
Note receivable, other.................................................. 25,000 -
Prepaid expenses........................................................ 25,000 -
------------ ----------
TOTAL CURRENT ASSETS................................................ 1,891,000 3,000,000
------------ ----------
TOTAL ASSETS........................................................ $ 1,891,000 $ 3,000,000
=========== ==========
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
Short-term borrowing.................................................... $ 1,500,000 $ 1,500,000
Accounts payable........................................................ 4,000 26,000
Accrued liabilities..................................................... 1,355,000 1,811,000
Note payable............................................................ - 250,000
--------- ---------
TOTAL CURRENT LIABILITIES........................................... 2,859,000 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..................................................... (52,297,000) (51,927,000)
Accumulated other comprehensive loss.................................... (70,000) (59,000)
----------- -----------
TOTAL SHAREHOLDERS' DEFICIT......................................... (968,000) (587,000)
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT......................... $ 1,891,000 $ 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
JANUARY 31,
2003 2002
---- ----
General and administrative expenses.................... $ 135,000 $ 217,000
--------- ---------
Operating loss......................................... (135,000) (217,000)
Interest expense, net.................................. (32,000) (36,000)
Loss on sale of marketable securities.................. - (129,000)
Impairment loss........................................ - (175,000)
---------- --------
Loss from operations before equity in
loss of unconsolidated subsidiary..................... (167,000) (557,000)
Equity in loss of unconsolidated subsidiary............ - (276,000)
----------- ------------
Net loss .............................................. $ (167,000) $ (833,000)
============ ============
Basic and diluted loss per share....................... $ (0.08) $ (1.67)
===== =====
Weighted average number of shares...................... 1,997,624 497,612
========== ==========
See accompanying notes to consolidated financial statements.
2
AMERICAN UNITED GLOBAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
SIX MONTHS ENDED
JANUARY 31,
2003 2002
---- ----
General and administrative expenses.................... $ 301,000 $ 392,000
--------- ---------
Operating loss......................................... (301,000) (392,000)
Interest expense, net.................................. (69,000) (70,000)
Loss on sale of marketable securities.................. - (321,000)
Impairment loss........................................ - (175,000)
---------- --------
Loss from operations before equity in
loss of unconsolidated subsidiary..................... (370,000) (958,000)
Equity in loss of unconsolidated subsidiary............ - (147,000)
----------- ------------
Net loss .............................................. $ (370,000) $ (1,105,000)
============ ============
Basic and diluted loss per share....................... $ (0.19) $ (2.22)
========= ===========
Weighted average number of shares...................... 1,997,624 497,602
========== ==========
See accompanying notes to consolidated financial statements.
3
AMERICAN UNITED GLOBAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
SIX MONTHS ENDED
JANUARY 31,
-----------
2003 2002
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss............................................ $ (370,000) $ (1,105,000)
Adjustments to reconcile net loss to
net cash used by operating activities
Loss on sale of marketable securities............. - 321,000
Undistributed loss of affiliate................... - 147,000
Impairment loss................................... - 175,000
Changes in assets and liabilities:
Prepaid expenses and other receivables.......... (25,000) 5,000
Litigation settlement receivable................ 2,875,000
Accounts payable................................ (22,000) -
Other accrued liabilities....................... (456,000) 39,000
---------- --------
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES....... 2,002,000 (418,000)
---------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Loan to Informedix, Inc.............................. (100,000) -
Loan to Spongetech, Inc.............................. (25,000) -
Proceeds from sale of marketable securities.......... - 162,000
--------- --------
NET CASH (USED) PROVIDED BY INVESTING ACTIVITIES........ (125,000) 162,000
--------- --------
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... 1,627,000 (256,000)
Cash and cash equivalents, beginning................... 105,000 519,000
--------- ---------
Cash and cash equivalents, ending...................... $ 1,732,000 $ 263,000
============= ===============
See accompanying notes to consolidated financial statements.
4
NOTE 1 - BASIS OF CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial information included in this report has been
prepared in conformity with the accounting principles generally accepted in the
United States of America 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
ended July 31, 2000, 2001 and 2002. However, the cash, cash equivalents and
marketable securities of $1,741,000 at January 31, 2003 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 - LOANS
On September 4, 2002 the Company provided a working capital loan of $100,000
to InforMedix, Inc. ("InforMedix") pursuant to the terms of a 12% convertible
secured promissory note. The note was originally 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. The due date of
the note has been extended to July 24, 2003.
On January 13, 2003, the Company provided a working capital loan of $25,000
to Spongetech Delivery Systems, Inc. ("Spongetech") pursuant to the terms of a
7% promissory note which is due May 15, 2003. Spongetech is a distributor of
reuseable specialty sponges for commercial and everyday use. Michael Metter, a
director of the Company, is a director and executive officer of Spongetech.
On February 14, 2003, subsequent to the quarter end, the Company provided a
working capital loan of $100,000 to New York Medical, Inc. (NYMI) pursuant to
the terms of a 24% promissory note which is due on the earlier of May 1, 2003 or
the closing date of a sale of more than the majority of NYMI's issued and
outstanding stock. NYMI combines third party single practitioner medical offices
into multi-specialty offices through a contracted professional relationship.
5
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.
NOTE 4. - CONCENTRATION OF CREDIT RISK
The Company maintains cash balances at two financial institutions. These
balances are insured for up to $100,000 per account by the Federal Deposit
Insurance Corporation. The cash balances at January 31, 2003 exceeded the
insurance limit by approximately $1,532,000, however, the Company believes it is
not exposed to any significant risk.
NOTE 5. - 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 six months ended January 31, 2003.
As of January 31, 2003 Western was in technical default of the financial
covenants in the G. E. Commercial Distribution Finance Division credit facility
("GE") (formerly Deutsche Financial Services). Western has not received a waiver
of such defaults from GE and although GE has not called the loan, there is no
guarantee that it will not do so in the future.
Western currently is in negotiations with GE to extend or renew the credit
facility beyond its current expiration of December 31, 2002. Western believes
that it can reach agreement with GE 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 GE credit
facility, GE could demand repayment of the entire outstanding balance at
anytime. In such case, Western would be unable to repay the entire GE
outstanding balance. There can be no assurance that Western will be able to
successfully negotiate an acceptable extension or renewal of the existing GE
credit facility or that GE will not call the balance due at anytime.
On January 29, 2003, Western entered into an agreement to sell
substantially all of its business assets in California and Nevada to CDKnet.com,
Inc. (OTCBB:CDKX). The transaction will involve CDK's acquisition of
approximately $15 million of tangible assets and operations which had nearly $50
million of total revenue for the fiscal year ended July 31, 2002 in exchange for
the assumption or replacement of existing debt in the amount of approximately
$15 million, along with $500,000 and a five-year promissory note of $500,000. In
addition to continuing its current operations in Oregon, Washington, and Alaska,
Western will receive payment from the purchasing entity for certain management
and administrative services to be provided to the purchasing entity pursuant to
a management services agreement to be entered into at closing. Two members of
Western's current management will be shareholders in the purchasing entity. The
completion of the transaction remains subject to several conditions including
shareholder approval, the approval of an institutional revolving credit facility
and other financing for the purchase, the receipt of other required third party
approvals, delivery of audited financial statements of the business to be
acquired, additional due diligence, and compliance with applicable regulatory
requirements. There can be no assurance that the transaction will be
consummated.
6
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 SEC filings. No assurance can be given that any such
matters will be realized.
RESULTS OF OPERATIONS
The Three and Six Months Ended January 31, 2003 compared to the Three and Six
Months Ended January 31, 2002
General and administrative expenses totaled $135,000 and $301,000
respectively for the three and six months ended January 31, 2003. Such expenses
decreased by $82,000 and $91,000 respectively in the current three and six month
periods as compared to the prior year. The decrease in both periods is primarily
due to higher legal fees in the prior year.
Interest expense, net for the three and six months ended January 31, 2003
was $32,000 and $69,000 respectively as compared to $36,000 and $70,000
respectively in the prior year comparative periods. The decreases in interest
expense, net are the result of increased interest income being earned on the
higher cash balances of the Company.
There were no sales of marketable securities for the three and six months
ended January 31, 2003 whereas in the 2002 comparative periods there were losses
from sales of marketable securities of $129,000 and $321,000 respectively. Total
proceeds received from the sale of marketable securities for the six months
ended January 31, 2002 were $162,000.
The Company recognized an impairment loss during the three months ended
January 31, 2002 in the amount of $175,000 for which no current year amount
exists.
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.
During the sin months ended January 31, 2003, cash, cash equivalents and
marketable securities increased by $1,627,000 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, $479,000 was used to pay accrued expenses and accounts payable,
$250,000 was used to repay the loan from the Rubin Family Trust, $125,000 was
used for investing activities and $394,000 was used to fund operations.
The Company's cash, cash equivalents and marketable securities of
$1,741,000 as of January 31, 2003 are more than sufficient to support current
levels of operations for the next twelve months assuming little or no payment of
certain existing past due indebtedness. Were AUGI required to pay down such
certain past due 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).
7
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.
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.
8
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 relevancy in the future.
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure - An Amendment of FASB Statement No.
123." This Statement provides alternative methods of transition for a voluntary
change to the fair value based method of accounting for stock-based employee
compensation and requires prominent disclosures in both annual and interim
financial statements about the method of accounting for stock-based employee
compensation and the effect of the method used on reported results. The Company
has elected not to adopt the recognition and measurement provisions of SFAS No.
123 and continues to account for its stock-based employee compensation plans
under APB Opinion No. 25 and related interpretations, and therefore the
transition provisions will not have an impact on its operating results or
financial position.
ITEM 3. 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.
9
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 SECURITIES HOLDERS
None
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
99.1 Certification of Chief Executive Officer
99.2 Certification of Chief Financial Officer
(B) REPORTS ON FORM 8-K
The Company filed a Current Report on Form 8-K on February 21, 2003
regarding the Company's change in the certifying accountant.
10
SIGNATURES
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.
March 21, 2003
By: /s/ Robert M. Rubin
---------------------
Robert M. Rubin
Chief Executive Officer
By: /s/ David M. Barnes
----------------------
David M. Barnes
Chief Financial Officer
11
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
January 31, 2003 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: March 21, 2003 -------------------------
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
January 31, 2003 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: March 21, 2003 -------------------------
David M. Barnes
Chief Financial Officer
12