UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                     For the fiscal year ended July 31, 2002

                                       OR

               TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

         For the transition period from ____________ to ________________

                         Commission file number 0-19404

                          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
incorporation or organization)                        Identification No.)

11108 NE 106th Place
Kirkland, Washington                                         98033
(Address of principal executive offices)                    (Zip Code)

       (425) 869-7410 (Registrant's telephone number, including area code)

      Securities registered pursuant to Section 12 (b) of the Exchange Act

Title of each class                        Name of exchange on which registered

None                                                 None
          Securities registered pursuant to Section 12 (g) of the Act:
                          Common Stock, $.01 par value
                                (Title of Class)

     Check 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 12 months,  and (2) has been subject to such filing  requirements  for
the past 90 days. Yes |X| No |_|

         Transitional Small Business Disclosure Format    Yes  |_|  No |X|

     Check if there is no disclosure  of  delinquent  filers in response to item
405 of  Regulation  S-B  contained  in  this  form,  and no  disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-K/A
or any amendment to this Form 10-K/A. | |

     The aggregate  market value of the voting stock held by  non-affiliates  of
the issuer as of November 27, 2002 was approximately $434,000.

      ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS

     Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. Yes |_| No |_|


                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

     The number of shares outstanding of the registrant's Common Stock, $.01 Par
Value, on November 27, 2002 was 1,997,624 shares.

         Documents incorporated by reference: None
<PAGE>

      PART I

        ITEM 1.     DESCRIPTION OF BUSINESS

SUMMARY

     American  United  Global,  Inc.  ("AUGI")  intends to focus  it's  business
strategy on acquisitions of operating businesses in various sectors. However, we
have  not  as  yet   identified  any   definitive   acquisition   candidates  or
opportunities.  Currently, our primary business interest is our 36% ownership of
the common stock of Western Power & Equipment Corp. ("Western").

REVERSE SPLIT

     At our  annual  meeting  of  stockholders  held on  August  28,  2001,  our
stockholders  approved a reverse  stock split of 1-for-15,  1-for-20 or 1-for-25
with the precise ratio to be  determined by our Board of Directors.  On December
7, 2001,  our Board of Directors  declared a 1-for-25  reverse stock split.  The
reverse stock split became effective on December 17, 2001 (the "Effective Date")
and  each 25  shares  of our  common  stock  that  was  issued  and  outstanding
immediately  prior to the  effective  time was changed into one validly  issued,
fully paid and  non-assessable  share of our common  stock  without  any further
action  by the  holders  of  shares  of our  common  stock.  Where  appropriate,
references in this report give effect to the 1-for-25  reverse  stock split.  In
addition,  our  shareholders  approved the reduction of our authorized  capital,
common  stock and the removal of  classification  among our common  stock.  Such
changes  were  also  effective  on  December  17,  2001,  see   "Description  of
Securities".

RECENT DEVELOPMENTS

     On  September  4,  2002 we  made a loan of  $100,000  to  InforMedix,  Inc.
("InforMedix")  pursuant  to  the  terms  of a 12%  Senior  Convertible  Secured
Promissory  Note.  The note is due  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.  InforMedix has developed a portable
medical device linked to an integrated hardware and software system that enables
pharmaceutical and biotechnology companies to get new drugs to market faster and
at a lower cost than traditional methods.

     On September  10, 2002,  we received  net proceeds of  $2,875,000  from the
settlement of litigation  against our former corporate  counsel.  The litigation
was  originally  filed in 1999 in the  Circuit  Court of the  Eleventh  Judicial
Circuit in and For Miami-Dade County, Florida and was amended in 2001.

     On May 17, 2002,  AUGI  completed a bridge loan  financing in the amount of
$250,000 (the "Bridge Loan") from The Rubin Family  Irrevocable Stock Trust (the
"Trust").  In connection  with the Bridge Loan AUGI issued a promissory  note to
the Trust in the principal amount of $250,000 (the "Note").  The Note matures on
the  earlier  to occur of (i)  AUGI's  receipt of  additional  capital  from any
source, other than proceeds from the then proposed rights offering, in excess of
$1,000,000,  or (ii) April 30, 2007 (either date the "Maturity Date").  The Note
bore interest at a rate of 7.5% per year payable on the Maturity Date.

     As additional  consideration  for providing the Bridge Loan, AUGI issued an
aggregate of  1,500,000  restricted  shares of common  stock to the Trust.  As a
result,  the  Trust  currently  owns  approximately  77.6  % of the  issued  and
outstanding  shares  of  common  stock of AUGI  and is  AUGI's  controlling  and
majority shareholder.

     The Note was paid in full on September 30, 2002.


HISTORY

     AUGI was  initially  organized as a New York  corporation  on June 22, 1988
under the name Alrom Corp.  ("Alrom"),  and completed an initial public offering
of  securities  in August 1990.  Alrom  effected a statutory  merger in December
1991,  pursuant to which Alrom was reincorporated in the State of Delaware under
the name American United Global, Inc. ("AUGI").




                                       2
<PAGE>

Western

     Western  commenced  operations in November 1992 with the  acquisition  from
Case Corporation of seven retail  distribution  facilities located in Oregon and
Washington.  Western became our subsidiary  simultaneous  with such acquisition.
Prior to  November  1, 2000,  Western  was our 59.6%  majority  owned  operating
subsidiary. On November 1, 2000, we distributed 777,414 shares of Western common
stock  owned by us  pursuant  to the  final  court  approved  settlement  of the
shareholder class action. Due to the distribution of the Western shares, Western
is no  longer  a  majority  owned  subsidiary  of ours  but we  continue  to own
approximately 36% of Western's outstanding common stock.  Effective as of August
1, 2000 we account for our  investment in Western using the equity  method.  All
other equity  positions of other  companies held by us are each less than 5% and
are  recorded in the  financial  statements  under the  captions  Investment  in
marketable securities.

 National O-Ring and Stillman Seal

     In  January  1996,  we sold all of the  assets of our  National  O-Ring and
Stillman Seal  businesses,  comprising  the  manufacturing  business of AUGI, to
Hutchinson   Corporation   ("Hutchinson")   for  $24,500,000   (the  "Hutchinson
Transaction"),  of  which  $20,825,000  was  paid  in  cash  and  the  aggregate
$3,675,000  balance was paid by delivery of two  24-month  non-interest  bearing
promissory notes due and paid in January 1998.


The Technology Companies


Connectsoft

     Effective  as of July 31,  1996,  we  acquired,  through  a merger  with an
acquisition  subsidiary  of AUGI  consummated  in August 1996 (the  "Connectsoft
Merger"),  all  of  the  outstanding  capital  stock  of  Connectsoft,   Inc.  a
closely-held  company located in Bellevue,  Washington ("Old Connectsoft") which
provided a variety of computer  products and services.  In  connection  with the
Connectsoft Merger, Old Connectsoft  stockholders received, on a pro rata basis,
an  aggregate  of  976,539  shares of AUGI's  Series  B-1  Preferred  Stock (the
"Preferred Stock"). Such Preferred Stock does not pay a dividend, is not subject
to  redemption,  has a  liquidation  preference  of $3.50 per share over  AUGI's
Common Stock and votes  together with AUGI's Common Stock as a single class on a
one vote for one share basis. Each share of Preferred Stock was convertible into
either one, two or three  shares of Common  Stock of AUGI if certain  benchmarks
for pre-tax income of Old Connectsoft  and its  consolidated  subsidiaries,  and
Exodus Technologies,  Inc., a direct subsidiary of AUGI, were achieved.  As such
benchmarks were not achieved,  the Preferred  Stock was convertible  into Common
Stock only on a  one-for-one  basis,  however,  as a result of the reverse Stock
split effected  December 17, 2001, each 25 shares of Preferred Stock outstanding
at that date became  convertible into one share of AUGI's common stock. To date,
569,445  shares of Preferred  Stock have been  converted  into 22,778  shares of
Common Stock, and 407,094 shares of Preferred Stock remain outstanding.

     On July 10, 1998, we entered into an agreement to sell substantially all of
the assets of our Connectsoft Communications  Corporation subsidiary,  including
the  network   operations   center  ("NOC"),   to  eGlobe,   Inc.   (eGlobe)  As
consideration,  eGlobe  issued  approximately  $2,000,000  (as  valued)  of  its
convertible  preferred  stock  to us and  assumed  approximately  $5,182,000  of
Connectsoft liabilities and leases, of which approximately $2,900,000 were lease
obligations  guaranteed by AUGI.  Although  eGlobe is responsible for payment of
the assumed  liabilities,  the assumption of such  liabilities  will not relieve
AUGI from its  guarantees  until such  liabilities  have been paid.  The sale to
eGlobe was consummated in June 1999.  Thereafter,  in August 1999, the agreement
with eGlobe was amended to reduce the  conversion  price of their  preferred  in
return for AUGI's  agreement to cancel the redemption  feature of the preferred.
This increased the number of eGlobe common shares into which the preferred could
be converted from 1,000,000 to 1,923,000.  We subsequently  converted the eGlobe
preferred into common and sold all such shares of eGlobe owned by us.

Interglobe

     In September 1996, we acquired Interglobe for a purchase price of $400,000,
and 32,000 shares of our Common  Stock.  The former  stockholders  of Interglobe
also received four-year employment agreements with Interglobe and AUGI, pursuant
to which they  received  seven-year  options to  purchase an  additional  32,000
shares of the our Common  Stock at an exercise  price of $150.00 per share.  All
such  options have since been  canceled.  In August 1998,  we  discontinued  the
operations of Interglobe.




                                       3
<PAGE>


 Exodus

     AUGI,  through  its  Exodus  subsidiary,   had  designed  and  developed  a
proprietary software program, which was marketed as NTERPRISE, and allowed users
to run WindowsTM application server software programs designed for the Microsoft
TM Windows NT TM operating  system developed by Microsoft on (i) users' existing
Unix  TM  workstations,  X-terminals  and  other  X-windows  devices,  Macintosh
terminals  and  Java-enabled  network  computers,  which would  otherwise not be
Windows   compatible,   and  (ii)  on  older  versions  of  Windows   compatible
workstations which are otherwise incapable of running the then newer versions of
Microsoft  compatible  software,  such as  Office95  TM or Lotus  Notes TM. AUGI
discontinued  its  Exodus  operations  in  January  1998  following  Microsoft's
decision not to renew its license with Exodus.

 Seattle OnLine

     In November 1996, we acquired the assets of Seattle OnLine,  Inc. ("Seattle
OnLine"),   a  company   engaged  in  providing  a  regional   Internet/Intranet
telecommunication  service in the form of high bandwidth  Internet  connectivity
and hosting for  businesses in the Pacific  Northwest.  We purchased the Seattle
OnLine  assets for the sum of $147,000  and 640 shares of our Common Stock which
were  used to settle  certain  creditor  claims.  We also  issued to the  former
stockholders  of such  corporation  warrants to purchase an aggregate of 333,333
shares of our Common Stock.  Seattle OnLine ceased operations in August 1997 and
its  remaining  assets  were sold to a  privately  held  company for $25,000 and
shares of  preferred  stock of the  acquiring  company  valued at  approximately
$50,000 on the closing date.



Other Acquisitions

 TechStar and IDF

     Effective  December 11, 1996,  we acquired  TechStar  Communications  Corp.
("TechStar").   In  connection  therewith  we  issued  to  the  former  TechStar
stockholders an aggregate of 20,290 shares of our Common Stock, paid $780,000 in
cash and  delivered  three year  promissory  notes  aggregating  $600,000.  In a
related transaction, in April 1997 we also acquired Arcadia Consulting,  Inc., a
company  formed by Solon L.  Kandel  for the  purpose  of  providing  consulting
services  to  clients  in the  wireless  telecommunications  industry.  We  paid
$220,000 and issued 7,710 shares of Common Stock to Mr. Kandel.

     In August 1997, we sold TechStar to IDF,  pursuant to an agreement and plan
of  merger,  dated  July 31,  1997 (the "IDF  Merger  Agreement"),  among  AUGI,
TechStar,  IDF and an acquisition  subsidiary of IDF. Upon  consummation  of the
transaction,  we received  6,171,553  shares of IDF common  stock,  representing
approximately  58% of the fully diluted  outstanding IDF common stock,  and as a
result, for accounting purposes, AUGI was deemed to have acquired IDF.

     Robert M. Rubin,  the Chief Executive  Officer and Chairman of the Board of
AUGI, was also a principal stockholder and a member of the board of directors of
IDF. Prior to  consummation of the  transactions  contemplated by the IDF Merger
Agreement,  Mr. Rubin  converted an $800,000  loan  previously  made to IDF into
preferred stock convertible into 400,000 shares of IDF common stock.

     During Fiscal 1998, additional IDF preferred shares were issued pursuant to
a private  placement and  subsequently,  the holders of all IDF preferred shares
converted to IDF common shares.  As a result,  our ownership of IDF common stock
was reduced to  approximately  39%.  Therefore,  effective  August 1, 1998,  the
results of operations of IDF were accounted for using the equity method.

     During  Fiscal  2000 and 1999,  we  advanced  IDF a total of  $364,000  and
$992,000, respectively. However, IDF throughout all of Fiscal 2000 experienced a
significant decrease in revenue and was unable to obtain further financing.  Due
to these  circumstances  and the  uncertainty  of  recovery,  we recorded a full
reserve in July 2000 against all advances to and investments in IDF.

     In April 1999, IDF discontinued the operations of TechStar and in September
2000 also discontinued the operations of  Hayden/Wegman,  Inc., its other wholly
owned operating subsidiary.



                                       4
<PAGE>


     Forward Looking Statements and Associated Risks.

     This  annual  report  on  Form  10-K/A  contains  certain   forward-looking
statements,  including among others (i) anticipated  trends in AUGI's  financial
condition and results of operations,  and (ii) AUGI's business  strategy.  These
forward-looking  statements are based largely on AUGI's current expectations and
are subject to a number of risks and uncertainties.  Actual results could differ
materially  from these  forward-looking  statements.  In addition to other risks
described  elsewhere in this "Risk  Factors"  discussion,  important  factors to
consider in evaluating such  forward-looking  statements  include (a) changes in
external  competitive  market factors or in AUGI's  internal  budgeting  process
which might  impact  trends in AUGI's  results of  operations;  (b)unanticipated
working  capital  or other cash  requirements;  (c)  changes in AUGI's  business
strategy or an inability to execute its  strategy;  and (d) various  competitive
factors that may prevent AUGI from competing successfully in the marketplace. In
light of these  risks  and  uncertainties,  there can be no  assurance  that the
events predicted in forward-looking statements will, in fact, transpire.


ITEM 2.  PROPERTIES

     AUGI  maintains  an  executive  office at 11108 NE 106th  Place,  Kirkland,
Washington 98033 and an office at 25 Highland Blvd., Dix Hills, New York 11746.


ITEM 3. LEGAL PROCEEDINGS


     There are no pending material legal proceedings in which AUGI or any of its
subsidiaries is a defendant,  or to which any of their respective properties are
subject,  which  either  individually  or in the  aggregate  may have a material
adverse effect on the results of operations or financial position of AUGI.

     See "Transactions with ERD" as regards the 1998 shareholder  litigation and
settlement thereof.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.


PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     On February 4, 1998,  The Nasdaq Stock  Market,  Inc.  ("Nasdaq")  delisted
AUGI's common stock and warrants (the "Public Warrants") from Nasdaq. Since such
date,  the  principal  market for  trading  AUGI's  securities  is the  National
Association of Securities Dealers Over-the-Counter Bulletin Board ("OTCBB"). The
following  is a table that lists the high and low  selling  prices for shares of
AUGI's Common Stock on the OTCBB during the periods identified:

                            Common Stock
                            ------------
                      High                Low
                      ----                ---

Fiscal 2001
-----------
First Quarter        17.50               5.50

Second Quarter       14.845              3.125

Third Quarter         5.25               3.25

Fourth Quarter        4.50               2.25



Fiscal 2002
----------

First Quarter         3.125              2.00

Second Quarter        2.15               1.05

Third Quarter         2.00               1.00

Fourth Quarter        2.00               1.40



                                       5
<PAGE>


     Since the Public  Warrants were delisted from the Nasdaq National Market on
February 4, 1998, they have been thinly traded on the Over-The-Counter  Bulletin
Board.  It is AUGI's opinion that since February 4, 1998 price  information  for
the Public  Warrants  is either  unreliable  or  unavailable,  and that  trading
activity since such date has been extremely sporadic,  and that for such reasons
any  such  price  information  may  either  be  misleading,  inaccurate,  or not
indicative  of the true  market  price of the Public  Warrants  since such date.
However,  according to the most recent price  information  provided to AUGI, the
Public  Warrants  had a  bid/ask  price on  November  8, 2002 of $0.23 and $1.00
respectively.  Each 25  warrants  plus  $25.00 can be  exchanged  for one common
share.

     In July 2001, AUGI extended the exercise period of the Public Warrants from
July 31, 2001 to July 31, 2003 and reduced the  exercise  price to $1.00.  As of
October 31, 2002 the last sale price of the Common Stock was $1.01 per share. As
of November 8, 2002,  AUGI had  approximately  114 record  holders of its Common
Stock and 6 record holders of its Public Warrants.

     At the  annual  meeting  of  stockholders  held on  August  28,  2001,  our
stockholders  approved a reverse  stock split of 1-for-15,  1-for-20 or 1-for-25
with the precise ratio to be  determined by our Board of Directors.  On December
7, 2001,  our Board of Directors  declared a 1-for-25  reverse stock split which
became effective on December 17, 2001 (the "Effective  Date") and each 25 shares
of our common  stock that was issued and  outstanding  immediately  prior to the
effective   time  was  changed   into  one  validly   issued,   fully  paid  and
non-assessable share of our common stock. In addition, our shareholders approved
the  reduction  of  our  authorized   capital,   common  stock  and  removal  of
classification  among our common  stock which  changes  were also  effective  on
December 17, 2001.


Dividend Policy

     In the  foreseeable  future,  AUGI intends to retain  earnings,  if any, to
assist in financing the expansion of its business. In the future, the payment of
dividends  by AUGI  on its  Common  Stock  will  also  depend  on its  financial
condition,  results  of  operations  and  such  other  factors  as the  Board of
Directors of AUGI may consider  relevant.  AUGI does not currently intend to pay
dividends on its Common Stock.

         ITEM 6.  SELECTED FINANCIAL DATA

     The Consolidated  Statements of Income Data set forth below with respect to
fiscal years 2000,  2001 and 2002,  and the  Consolidated  Balance Sheet Data at
July 31, 2001 and 2002 are derived from, and should be read in conjunction with,
the audited  Consolidated  Financial  Statements  and Notes  thereto of American
United  Global,  Inc.  (the  "Company")  included in this annual  report on form
10-K/A.  The consolidated  statements of income and balance sheet data set forth
below with respect to Western Power and Equipment  Corp. as of and for the years
ended July 31 2002 and 2001 are derived from,  and should be read in conjunction
with, the audited Consolidated Financial Statements and Notes thereto of Western
Power and Equipment  Corp.  included as an exhibit in this annual report on form
10-K/A. The Consolidated  Statements of Income Data set forth below with respect
to fiscal years 1998 and 1999 and the  Consolidated  Balance  Sheet Data at July
31,  1998,  1999 and 2000 are derived  from the audited  consolidated  financial
statements  of the Company  which are not included in this Annual Report on Form
10-K/A.  The data set forth in the following table should be read in conjunction
with,  and are  qualified  in their  entirety  by  Management's  Discussion  and
Analysis  of  Financial  Condition  and  Results of  Operations,  the  Company's
Consolidated  Financial Statements and Notes thereto appearing elsewhere in this
Annual Report on Form 10-K/A.


                                       6
<PAGE>

    Consolidated Statements of Income Data (in thousands except per share data):

American United Global, Inc.
                                           Year ended July 31,
                                          -------------------

                             2002    2001(3)   2000       1999(1,2)   1998(1)
                             ----    ----      ----       -----       ----

Net sales                 $   -      $  -    $155,637   $163,650    $163,478

Loss from
continuing operations      (1,217)   (6,400)   (7,030)    (5,054)    (5,121)

Net loss                   (1,217)   (6,400)   (7,030)    (3,065)    (9,615)

Basic and Diluted Loss
 Per Share:

Loss from
continuing operations       (1.50)   (13.02)   (14.71)    (10.75)    (10.75)

Net loss                    (1.50)   (13.02)   (14.71)     (6.52)    (21.25)


                                 Consolidated Balance Sheet Data (in thousands):
American United Global, Inc.

                                               Year ended July 31,
                                               -------------------

                                    2002      2001     2000     1999      1998
                                    ----      ----     ----     -----     ----

Total assets                        $3,000  $1,724  $128,549  $142,409  $146,904

Total liabilities                   $3,587  $2,909  $115,413  $121,700  $121,914

Working capital (deficit)           $ (587) (2,137)  (17,579)  (18,751)  (5,972)

Stockholders'(deficiency) equity    $ (587) (1,185)    7,373    12,797    15,862

     (1) Includes loss from discontinued operations of the Technology Companies.

     (2)  Includes  a gain on sale of the assets of  Connectsoft  Communications
Corp. of $1,989

     (3) For 2002 and 2001,  Western  has been  accounted  for under the  equity
method  whereas in 1998 through  2000  Western was included in the  consolidated
financial statements of AUGI.


    Consolidated Statements of Income Data (in thousands except per share data):

Western Power & Equipment Corp.
                                           Year ended July 31,
                                          -------------------

                             2002        2001
                             ----        ----

Net sales                 $ 107,988   $ 139,902

Net loss                    (10,019)    (7,842)

Basic and Diluted Loss
 Per Share:

Net loss                     (2.50)     ( 2.30)

                                 Consolidated Balance Sheet Data (in thousands):

Western Power & Equipment Corp.
                                       2002        2001
                                       ----        ----
Total assets                        $ 59,576     $ 93,102

Total liabilities                   $ 62,712      $86,351

Working capital deficit             $(24,390)    $(20,102)

Stockholders (deficiency) equity    $ (3,136)    $  6,751

                                       7
<PAGE>

     ITEM 7.  MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION AND
RESULTS OF OPERATIONS

     You  should  read the  following  discussion  together  with the  financial
statements and related notes included  elsewhere and  incorporated by reference.
The results discussed below are not necessarily  indicative of the results to be
expected in any future periods. To the extent that the information  presented in
this discussion  addresses  financial  projections,  information or expectations
about AUGI or otherwise makes  statements  about future events,  such statements
are  forward-looking and are subject to a number of risks and uncertainties that
could cause actual results to differ  materially  from the statements  made. See
"Special Note  Regarding  Forward-Looking  Statements"  for further  information
about forward-looking statements.

General Overview

     Our most significant  business  interest is our 36% ownership of the common
stock of Western Power & Equipment Corp.  ("Western") which engages in the sale,
rental and servicing of light, medium-sized and heavy construction, agricultural
and  industrial  equipment,  parts and related  products.  The major supplier to
Western is Case  Corporation  and the items sold,  rented and  serviced  include
backhoes,  excavators,  crawler dozers, compactors, log loaders, street sweepers
and forklifts.  Western  operates 15 facilities in Nevada,  Oregon,  Washington,
California and Alaska and sells to contractors,  governmental agencies and other
customers  primarily for use in the  construction  of residential and commercial
buildings,  roads, levees, dams, underground power projects,  forestry projects,
municipal construction and other projects.

     Prior to November 1, 2000, we were the majority shareholder of Western with
a  59.6%  ownership.  The  results  of  operations  of  Western  were  therefore
consolidated  with those of AUGI in all prior fiscal years.  On November 1, 2000
we distributed  777,414 shares of Western common stock owned by AUGI pursuant to
the final court  approved  settlement  of the  shareholder  class  action.  As a
result,  our ownership in Western  became 36% and our  investment in Western has
been accounted for under the equity method effective August 1, 2000.

     We also own 39,800  shares of the common  stock of Azurel,  Ltd. and 27,000
shares of the common  stock of  Intertech  Capital,  Inc. The value of these two
interests is less than $20,000.

     In previous  years we engaged in other  additional  businesses  such as the
technology  business and the  telecommunications  and  construction  businesses,
which have all since been  discontinued.  We were formerly a stockholder  of the
majority of the  outstanding  common stock of IDF  International,  Inc.  through
which we engaged in the telecommunication and construction businesses,  however,
since early fiscal 1998 we have been only a minority  stockholder.  TechStar and
Hayden-Wegman,  IDF's two operating subsidiaries, ceased operations in June 1999
and September 2000 respectively. During Fiscal 1998 and 1999, we either divested
of all assets of, or otherwise  discontinued  all  operations of, the technology
businesses.  Consequently,  our operations during Fiscal 2000 consisted entirely
of the distribution  business which we engaged in through Western.  Accordingly,
any  discussion  relative to fiscal 2000  consists  primarily of a discussion of
Western.



                                       8

<PAGE>

Results of Operations

Fiscal Year 2002, as compared to Fiscal Year 2001

     In fiscal 2002,  AUGI's  pro-rata share of Western's loss is limited to its
remaining  equity  investment in Western of $702,000  while in fiscal 2001,  our
share of Western's loss was $2,823,000.

     Selling,  general & administrative expenses in fiscal 2002 were $1,154,000,
a net decrease of $60,000 from the $1,214,000 recorded in 2001. The net decrease
is  comprised  primarily  of an  increase in  executive  bonus of  $300,000;  an
increase  in rent  expense  of $97,500  and  $65,000  of costs  relative  to the
abandoned  registration  of a rights  offering in the  current  year offset by a
decrease of $175,000 in bad debt expense due to the charge taken in 2001 against
the Note receivable of $175,000 from Ego  Magazine.Com,  Inc. for which there is
no  comparable  figure in the  current  year;  a decrease  of  $134,000 in legal
expense; a decrease of approximately $165,000 in salaries, benefits and expenses
of  Intertech  employees  pursuant to the sale of  Intertech in March 2001 and a
general net decrease in other expenses of approximately $49,000.

     Net interest  expense in Fiscal  2002,  excluding  the interest  charge for
shares  issued in the loan  transaction  with the Rubin  Family Trust on May 17,
2002, was $149,000 which is comprised of $150,000  accrued on certain short term
debt;  interest  expense of $4,000 on the $250,000  Note due to the Rubin Family
Trust and  interest  income of $5,000.  This was a decrease of $99,000 from 2001
which is due primarily to interest of $112,000 paid by AUGI in the first quarter
of  fiscal  2001  relative  to the  shareholder  settlement  payments  offset by
interest income in 2001 of approximately $13,000.

     In  fiscal  2002,  AUGI  had a loss on sales of  marketable  securities  of
$837,000. This loss was comprised  primarily of a loss of $242,000 from the sale
of 491,000  shares of Magna Labs,  Inc. and a loss of $516,000  from the sale of
72,000 shares of RezConnect Technologies,  Inc. In addition, there was a loss of
$26,000  from the sale of 15,000  shares of Azurel,  Ltd.  and a loss of $53,000
from the sale of 7,000  shares  of  Elephant  & Castle  Group,  Inc.  Total  net
proceeds generated from these sales were $185,000.  All of these shares,  except
those of Elephant & Castle Group, Inc., were contributed to AUGI by Mr. Rubin as
part of his  payment to AUGI in Fiscal 1999 and 2000 in  settlement  of the 1998
shareholder  derivative  action at which  point  they had  significantly  higher
market values.

     The loss of  $837,000  on sale of  marketable  securities  in  Fiscal  2002
compares to a loss of $1,395,000 in Fiscal 2001 which was primarily comprised of
a loss of $514,000 from the sale of 1,215,000  shares of Magna Labs,  Inc. and a
loss of $757,000 from the sale of 1,637,000 shares of eGlobe,  Inc. In addition,
there  was a  loss  of  $3,000  from  the  sale  of  500  shares  of  RezConnect
Technologies,  Inc.  and a loss of  $121,000  from the sale of 58,000  shares of
Graphon  Corp.  Total  net  proceeds  generated  from the  sales  of  marketable
securities in Fiscal 2001 were $1,275,000. The shares of eGlobe were acquired in
June  1999 in the form of  eGlobe  preferred  convertible  shares as part of the
sales price of the assets of Connectsoft Communications Corp. The trading prices
of eGlobe and Graphon shares decreased significantly during our required holding
period.



                                       9
<PAGE>


Fiscal Year 2001, as compared to Fiscal Year 2000

     AUGI's share of Western's  fiscal 2001 loss was $2,823,000  while in fiscal
2000, our share of Western's  loss was  $4,294,000.  Western  recorded a loss of
$7,842,000 in fiscal 2001 and a loss of $7,198,000 in Fiscal 2000, however,  the
decrease  in our  proportionate  share  is due to the  lower  percentage  of our
ownership of Western.

     Selling,   general  and   administrative   expenses  in  fiscal  2001  were
$1,214,000,  an increase of $274,000  over fiscal 2000 which was $940,000 net of
Western.  The  increase  is  primarily  due to a bad debt  reserve  of  $175,000
recorded in the current year for a note receivable from Ego  Magazine.com,  Inc.
The note was issued to AUGI in January 2000 pursuant to a loan agreement and the
borrower  defaulted  upon such note in April 2001.  In addition,  there were two
additional employees during the first half of fiscal 2001.

     Net interest  expense in Fiscal 2001 was $248,000,  an increase of $110,000
from the  $138,000,  net of Western's  interest,  recorded in fiscal 2000.  Such
amounts consist  primarily of interest accrued on short term borrowings and 2001
included  interest  of  $112,000  paid  during the first  quarter of Fiscal 2001
relative to the shareholder settlement payment.

     Other income of $506,000 in 2001 is comprised  of gains on  settlements  of
$415,000 and an adjustment to the valuation of the final shareholder  litigation
settlement in the amount of $91,000 which was paid by Mr. Rubin during the third
quarter of fiscal  2001.  Other  income in prior  years  consisted  of net gains
related to asset dispositions by Western.



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.

                                       10
<PAGE>


Liquidity and Capital Resources

         General

     During  Fiscal 2002,  AUGI's cash and  marketable  securities  decreased by
$620,000, from $745,000 to $125,000. This decrease was primarily due to sales of
marketable securities,  all of which were at a loss, in order to provide working
capital.

     AUGI's cash and  marketable  securities of $125,000 as of July 31, 2002 are
not  sufficient to fund current  levels of operation for the next twelve months.
However,  on  September  10, 2002 we received  net  proceeds  of  $2,875,000  in
settlement of litigation  against our prior  corporate  counsel.  Such amount is
sufficient  to fund  AUGI's  operations  for at  least  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 7).

Recent Accounting Pronouncements


     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 7A. QUANTITATIVE AND QUALITATIVE MARKET RISK

         Not Applicable



                                       11
<PAGE>


ITEM 8.  FINANCIAL STATEMENTS




                          AMERICAN UNITED GLOBAL, INC.

                              FINANCIAL STATEMENTS


                                      INDEX



                                                                    Page

Report of Independent Accountants ........................           F-2

Consolidated Balance Sheets ..............................           F-3

Consolidated Statements of Operations and
 Comprehensive Income (Loss)..............................           F-4

Consolidated Statements of Shareholders' (Deficit) Equity.           F-5

Consolidated Statements of Cash Flows ....................           F-6

Notes to Consolidated Financial Statements ...............           F-7



                                      F-1
<PAGE>

                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and
Stockholders of American United Global, Inc.

     In our  opinion,  the  accompanying  consolidated  balance  sheets  and the
related  consolidated  statements of operations and comprehensive income (loss),
of  shareholders'  equity  (deficit)  and of cash flows present  fairly,  in all
material respects,  the financial  position of American United Global,  Inc. and
its  subsidiaries  (the "Company") at July 31, 2002 and 2001, and the results of
their  operations and their cash flows for each of the three years in the period
ended July 31, 2002, in conformity with accounting principles generally accepted
in  the  United  States  of  America.   These   financial   statements  are  the
responsibility of the Company's management;  our responsibility is to express an
opinion on these  financial  statements  based on our audits.  We conducted  our
audits of these  statements in  accordance  with  auditing  standards  generally
accepted in the United  States of America which require that we plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence  supporting the amounts and  disclosures  in the financial  statements,
assessing the  accounting  principles  used and  significant  estimates  made by
management,  and evaluating the overall  financial  statement  presentation.  We
believe  that our audits  provide a reasonable  basis for the opinion  expressed
above.

     The accompanying  financial statements have been prepared assuming that the
Company will continue as a going concern.  The Company has incurred  losses from
operations  and has had a working  capital  deficit for each of the years ending
July 31, 2000, 2001 and 2002.  Further,  as discussed in Note 1 to the financial
statements, the Company may require additional funds to continue its operations.
Such  factors  raise  doubt about the  Company's  ability to continue as a going
concern. Management's plans in regards to these matters are discussed in Note 1.
The financial  statements do not reflect any adjustments  that might result from
the outcome of this uncertainty.


PricewaterhouseCoopers LLP





Portland, Oregon
November 8, 2002





                                      F-2

<PAGE>

<TABLE>
<CAPTION>






                  AMERICAN UNITED GLOBAL, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                                                                         JULY 31,
                                                                         --------
                                                                   2002           2001
                                                                   ----           ----
                                         ASSETS

Current assets:

<S>                                                      <C>             <C>
   Cash .................................................  $      105,000  $     519,000
   Investment in marketable securities...................          20,000        226,000
   Prepaid expenses and other receivables................            -            27,000
   Litigation settlement receivable......................       2,875,000          -
                                                               ----------      ---------
       Total current assets..............................       3,000,000        772,000

   Other assets (Note 9).................................            -           250,000
   Investment in Western Power & Equipment Corp (Note 3).            -           702,000
                                                                ---------       -------
                                                           $    3,000,000  $   1,724,000
                                                            =============   =============




                          LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY

Current liabilities:

   Short-term borrowings (Note 4).....................     $    1,500,000  $   1,500,000
   Accounts payable...................................             26,000         39,000
   Accrued liabilities................................          1,811,000      1,370,000
   Note Payable (Note 4)..............................            250,000          -
                                                              -----------    -----------
       Total current liabilities......................          3,587,000      2,909,000
                                                              -----------    -----------
Commitments and contingencies (Note 7)

Shareholders' (deficit) equity (Notes 1, 6 and 8):

Series B-1  preferred stock, each 25 shares convertible
into one common, $3.50 per share liquidation value,
$.01 par value; 1,000,000 shares authorized; 407,094
and 407,843 shares issued and outstanding respectively..            4,000          4,000
Common stock, $.01 par value; 40,000,000 shares
authorized; 1,997,624 and  497,572 shares
issued and outstanding, respectively...................            20,000          5,000
Additional contributed capital.........................        51,375,000     50,390,000
Accumulated deficit....................................       (51,927,000)   (50,710,000)
Accumulated other comprehensive loss...................           (59,000)      (874,000)
                                                               -----------    ----------
    Total shareholders' deficit........................          (587,000)    (1,185,000)
                                                               ------------   ----------
                                                           $    3,000,000  $   1,724,000
                                                            =============   ============
</TABLE>

      The accompanying notes are an integral part of these consolidated
                            financial statements.

                                      F-3
<PAGE>


<TABLE>
<CAPTION>


                            AMERICAN UNITED GLOBAL, INC. AND SUBSIDIARIES


                                 CONSOLIDATED STATEMENTS OF OPERATIONS


                                                                     YEAR ENDED JULY 31,
                                                                     -------------------

                                                                2002          2001          2000
                                                                ----          -----          ----
<S>                                                       <C>            <C>            <C>
Net sales.............................................  $        -     $         -    $  155,637,000
Cost of goods sold....................................           -               -       144,099,000
                                                           -----------     -----------   -----------


Gross profit..........................................           -               -        11,538,000

Selling, general and administrative expenses..........      1,154,000       1,214,000     14,526,000
                                                           ----------      ----------     ----------

Operating loss........................................     (1,154,000)     (1,214,000)   (2,988,000)


Gain on sale of patent................................          -               -           240,000
Loss on transfer of Western shares....................          -               -        (1,434,000)
Impairment of Investment in Western Power
& Equipment Corp. ....................................          -         (1,771,000)         -
Impairment of Investment in
 Intertech Capital, Inc. (Note 9).....................       (250,000)          -             -
(Loss) gain on sale of marketable securities..........       (837,000)    (1,395,000)        52,000
Income from litigation settlement.....................      2,875,000          -              -
Other income..........................................          -            506,000      1,646,000
Interest expense, net.................................       (149,000)      (248,000)    (6,307,000)
Interest expense paid in common stock (Note 4)........     (1,000,000)
Equity in loss of unconsolidated subsidiary (Note 3)..       (702,000)    (2,823,000)      (364,000)
Minority interest in loss of consolidated subsidiaries           -               -        2,904,000
                                                            ---------      ----------    ----------

Loss before taxes....................................      (1,217,000)    (6,945,000)    (6,251,000)

Benefit (provision) for income taxes (Note 5)........           -            545,000       (779,000)

                                                        -------------   ------------    ------------
Net loss..............................................   $ (1,217,000) $  (6,400,000)  $ (7,030,000)
                                                         =============  =============   ============
Basic and diluted loss per share:

Basic and diluted loss per share......................  $      (1.50)  $      (13.02)  $     (14.71)
                                                         ============   =============    ===========

Weighted average number of shares.....................        810,124         491,413        477,935
                                                           ==========      ==========      =========
Comprehensive loss:

    Net loss.........................................   $ (1,217,000)  $  (6,400,000)  $  (7,030,000)

    Unrealized (loss) gain on marketable securities..        815,000      (2,158,000)      1,284,000
                                                          -----------   -------------  --------------

    Comprehensive loss.............................    $    (402,000)  $  (8,558,000)  $  (5,746,000)
                                                         =============  =============  ==============

</TABLE>


            The accompanying notes are an integral part of these consolidated
                              financial statements.


                                      F-4



<PAGE>


<TABLE>
<CAPTION>

                                      AMERICAN UNITED GLOBAL, INC. AND SUBSIDIARIES


                                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' (DEFICIT) EQUITY

                                                    PREFERRED STOCK                 COMMON STOCK
                                                    ---------------                 ------------

                                               NUMBER OF                      NUMBER OF
                                                SHARES          AMOUNT         SHARES         AMOUNT
                                                ------          ------         ------         ------
<S>                                          <C>            <C>            <C>         <C>

Balance at July 31, 1999....................   425,620       $  4,000        476,861    $     5,000
Net loss ...................................
Issuance of common stock in
       private placement....................                                   8,500            -
Stock option compensation...................
Accumulated unrealized gains, net...........
Conversion of preferred stock to common.....    (9,357)                          374
                                               --------       --------     ----------    -----------

Balance at July 31, 2000....................   416,263          4,000        485,735          5,000
Net loss ...................................
Accumulated unrealized gains, net...........
Additional shares issued
    in private placement....................                                  11,500           -
Conversion of preferred stock to common.....    (8,420)                          337
                                                -------       --------     ----------    -----------

Balance at July 31, 2001....................   407,843          4,000        497,572          5,000

Net loss
Conversion of preferred stock to common           (749)                           52
Shares issued in connection with the
  loan from the Rubin Family Trust                                         1,500,000         15,000
                                               -------       --------      ----------    -----------
Balance at July 31, 2002                       407,094      $  4,000       1,997,624    $    20,000
                                               =======       ========      ==========    ===========
</TABLE>
<TABLE>
<CAPTION>
                                                                  ACCUMULATED
                                            ADDITIONAL             OTHER                             TOTAL
                                            CONTRIBUTED         COMPREHENSIVE     ACCUMULATED     SHAREHOLDERS'
                                              CAPITAL            INCOME (LOSS)     (DEFICIT)    (DEFICIT) EQUITY
                                            ---------            -------------    -----------    ---------------
<S>                                    <C>            <C>      <C>           <C>             <C>

Balance at July 31, 1999...............   $  50,068,000         $             $ (37,280,000)   $ 12,797,000
Net loss ..............................                                          (7,030,000)     (7,030,000)
Issuance of common stock..........               85,000                                              85,000
Stock option compensation.........              237,000                                             237,000
Accumulated unrealized gains, net                                 1,284,000                       1,284,000
Conversion of preferred stock to common
                                             ----------           ---------       ------------    -------------

Balance at July 31, 2000..............       50,390,000           1,284,000     (44,310,000)       7,373,000

Net loss .................................                                       (6,400,000)      (6,400,000)
Accumulated unrealized gain (loss) net....                       (2,158,000)                      (2,158,000)
Additional shares issued
 in private placement.....................
Conversion of preferred stock to common...
                                            -----------           ---------     --------------    -----------
Balance at July 31, 2001.................$   50,390,000            (874,000)  $ (50,710,000)    $ (1,185,000)

Net loss                                                                         (1,217,000)      (1,217,000)
Accumulated unrealized loss, net                                    815,000                          815,000
Shares issued in connection with the
  loan from the Rubin Family Trust             985,000                                             1,000,000
                                          -------------           ----------     ------------    ------------
Balance at July 31, 2002..............   $  51,375,000           $  (59,000)      (51,927,000)   $   (587,000)
                                          =============          ===========      ===========     ============
</TABLE>

  The accompanying notes are an integral part of these consolidated
                        financial statements.



                                      F-5

<PAGE>

<TABLE>
<CAPTION>
                                                 AMERICAN UNITED GLOBAL, INC. AND SUBSIDIARIES

                                                   CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                             YEAR ENDED JULY 31,
                                                             -------------------

                                                           2002             2001          2000
                                                           ----             ----          ----
<S>                                                  <C>           <C>             <C>
Cash flows from operating activities:
   Net loss from operations.........................   $(1,217,000) $   (6,400,000)  $ (7,030,000)
Adjustments to reconcile net loss to net cash
     used in operating activities:
     Depreciation and amortization..................          -               -        11,712,000
     Gain on sale of fixed assets...................          -               -           (59,000)
     Loss applicable to minority interest...........          -               -        (2,904,000)
     Equity in loss of affiliate....................       702,000       2,823,000        364,000
     Stock option compensation......................          -               -           236,000
     Interest paid in common stock..................     1,000,000            -              -
     Gain on sale of patent.........................          -               -          (240,000)
     Loss (gain) on sale of marketable securities...       837,000       1,395,000        (52,000)
     Impairment of investments......................       250,000       1,946,000           -
     Change in assets and liabilities, net of
       effects of acquisition and dispositions:
       Trade accounts receivable...................           -               -        (1,847,000)
       Inventories.................................           -               -         2,903,000
       Notes receivable............................           -               -           500,000
       Prepaid expenses and other receivable.......         27,000         240,000       (192,000)
       Litigation settlement receivable............     (2,875,000)
       Lease equipment, net........................           -               -           289,000
       Accounts payable............................        (13,000)         53,000     (2,416,000)
       Accrued liabilities.........................        440,000      (1,271,000)     1,051,000
       Income taxes payable........................           -               -           817,000
       Change in deferred revenue..................           -               -          (339,000)
                                                         ----------     -----------     -----------
       Net cash (used in) provided by operating
           activities                                     (849,000)     (1,214,000)     2,793,000
                                                          ---------     ----------     -----------
Cash flows from investing activities:
   Purchase of property and equipment..............           -               -        (1,254,000)
   Purchase of rental equipment, ..................           -               -        (9,531,000)
   Sales of rental equipment.......................           -               -        10,574,000
   Sale of marketable securities...................        185,000       1,275,000      1,268,000
   Purchase of other assets........................           -               -           (18,000)
   Purchase of equity and debt investments.........           -               -          (425,000)
   Net effect on cash from distribution of Western shares     -           (823,000)          -
   Proceeds from sales of fixed assets.............           -               -           189,000
                                                           -------       ---------      ----------

       Net cash provided by investing activities           185,000         452,000        803,000
                                                           -------        --------      ----------
Cash flows from financing activities
   Long term debt repayments.......................           -              -           (20,000)
   Borrowings under term loans.....................        250,000           -        (2,390,000)
   Inventory floor financing.......................           -              -        (3,192,000)
   Principal payments under capitalized lease obligations     -              -            32,000
   Proceeds from sale of stock.....................           -              -            85,000
   Subsidiary sale/purchase of treasury stock......           -              -           256,000
                                                          ----------    ----------     ----------

       Net cash provided by
         (used in) financing activities...........         250,000           -        (5,229,000)
                                                          ----------    ----------     ----------
Net decrease in cash and cash equivalents.........        (414,000)      (762,000)    (1,633,000)
Cash and cash equivalents beginning of year.......         519,000      1,281,000      2,914,000
                                                          ---------      ---------     ----------
Cash and cash equivalents end of year.............   $     105,000   $    519,000   $  1,281,000
                                                     =============   =============  =============
</TABLE>

         The accompanying notes are an integral part of these
                  consolidated financial statements.


                                      F-6
<PAGE>

1.       DESCRIPTION OF BUSINESS

     American  United  Global,  Inc.  (AUGI),  is a  Delaware  corporation.  The
Company's primary business interest is it's 36% minority ownership of the common
stock of Western Power & Equipment  Corp.  (Western).  Western  previously was a
59.6% majority owned subsidiary and on November 1, 2001 AUGI distributed 777,414
shares of  Western  common  stock  owned by AUGI  pursuant  to the  final  court
approved  settlement of the shareholder  class action of 1998. Such distribution
decreased AUGI's  percentage  ownership of Western to 36%. AUGI also owns 39,800
common shares of Azurel Ltd. which is less than 1% and is valued at $20,000; and
27,000 shares of Intertech Capital, Inc. which is less than 5% of the issued and
outstanding shares. (see Note 9).

     Western  is engaged in the sale,  rental and  service of light,  medium and
heavy  construction,  industrial and  agricultural  equipment and related parts.
These sales are  conducted  from 15 regional  distribution  operations  owned by
Western  located in the states of  Washington,  Oregon,  California,  Alaska and
Nevada.  A  majority  of this  equipment  is  manufactured  by Case  Corporation
("Case").

     AUGI  was  also  previously   involved  in  the  engineering,   design  and
construction  business through a minority owned subsidiary,  IDF  International,
Inc. ("IDF").  IDF ceased business  operations in September 2000.

     AUGI has had a working  capital  deficit for each of the three years ending
July 31, 2000, 2001 and 2002. In addition,  the cash, and marketable  securities
of $125,000 as at July 31, 2002 are not  sufficient  to fund  current  levels of
operations  through the end of fiscal 2003.  However,  the Company  received net
proceeds of $2,875,000  on September 10, 2002 from the  settlement of litigation
against it's prior  corporate  counsel.  Such proceeds have been  reflected as a
current  receivable in the financial  statements as at July 31, 2002.  These net
proceeds are  sufficient to fund the operations of AUGI for at least the next 12
months assuming little or no payment of certain existing indebtedness. Were AUGI
to have to pay down such  certain  indebtedness  it would be necessary to secure
financing to fund operations.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Consolidation

     The consolidated  financial statements include the accounts of AUGI and its
wholly  owned and  majority-owned  subsidiaries.  All  significant  intercompany
balances  and  transactions  have been  eliminated  in  consolidation.  Due to a
distribution  of 777,414  shares of Western owned by AUGI as at November 1, 2000
the  percentage  ownership  of Western  decreased to 36% and the  operations  of
Western have  therefore  been  accounted  for using the equity method for fiscal
2001 and 2002.  Western was, however,  included as a consolidated  subsidiary in
fiscal  2000  and  minority  interest  in  that  year  represents  the  minority
shareholders'  proportionate share of the equity of Western,  which was 40.4% at
July 31, 2000.

        Investment Securities

     Investments in marketable  securities  represent  common shares of publicly
traded  companies and are carried at market value.  These  investments have been
classified  as  available  for  sale  securities  at July  31,  2002  and  2001.
Unrealized  gains and losses are  excluded  from  earnings and are included as a
component of accumulated  other  comprehensive  loss in shareholders'  (deficit)
equity, net of applicable taxes, until realized.

       Income Taxes

     AUGI accounts for income taxes using an asset and liability  approach which
requires the recognition of deferred tax liabilities and assets for the expected
future  consequences of temporary  differences  between the carrying amounts for
financial  reporting  purposes  and the tax bases of assets and  liabilities.  A
valuation  allowance  is  established  for  deferred  tax assets when it is more
likely than not that the deferred tax assets will not be realized


                                      F-7
<PAGE>

     Fair Value of Financial Instruments

     The recorded amounts of cash, receivables, short term borrowings,  accounts
payable and accrued  liabilities  as  presented  in the  consolidated  financial
statements  approximate  fair  value  based on the  short-term  nature  of these
instruments.  The recorded amount of long-term debt  approximates  fair value as
the actual interest rates approximate  current  competitive  rates. The recorded
value of  marketable  securities  held at July 31,  2002 and 2001 is the  market
value as quoted on the respective exchange on which each security trades.

         Use of Estimates

     The  preparation  of financial  statements  in conformity  with  accounting
principles   generally  accepted  in  the  United  States  of  America  requires
management to make estimates and assumptions  that affect the reported amount of
assets and  liabilities  and disclosure of contingent  assets and liabilities at
the date of the  financial  statements  and the reported  amounts of revenue and
expenses during the fiscal periods  presented.  Actual results could differ from
those  estimates.  Management  is  continually  evaluating  and  updating  these
estimates  and it is  possible  that  these  estimates  will  change in the near
future.

         Employee Stock Options

     AUGI  accounts  for  stock  based  employee  compensation  plans  under the
provisions of Statement of Financial  Accounting  Standards No. 123, "Accounting
for Stock-Based  Compensation."  This standard defines a fair value-based method
of accounting for these equity  instruments.  This method measures  compensation
cost based on the value of the award and  recognizes  that cost over the service
period.  AUGI has elected to continue  using the rules of APB Opinion No. 25 and
provides pro forma  disclosures  of net income  (loss) and  earnings  (loss) per
share as if Statement No. 123 had been applied.

        Recent Accounting Pronouncements

     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 relavant
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 Retiremnt Obligations.
The Company does not believe that these  pronouncements  apply but will continue
to review for possible relavancy in the future.



                                      F-8
<PAGE>

         Loss Per Share

     Basic loss per common  share is based upon the weighted  average  number of
shares outstanding during the period using net loss attributable to common stock
as the  numerator.  Diluted loss per per common share is based upon the weighted
average number of shares outstanding during the period,  after  consideration of
the dilutive effect of stock options and convertible  preferred stock, using net
loss as the numerator.  The weighted average number of common shares used in the
computation of loss per common share for the years ended July 31, 2002, 2001 and
2000 are as follows:
<TABLE>
<CAPTION>
                                                                                       YEAR ENDED JULY 31,
                                                                             2002              2001             2000
                                                                             ----              ----             ----
<S>                                                                 <C>               <C>              <C>
Numerator:

  Net loss .......................................................   $    (1,217,000)   $  (6,400,000)    $  (7,030,000)
                                                                          ==========       ==========        ==========
Denominator:

 Denominator for basic and diluted earnings per share -
  Weighted average outstanding shares.............................           810,124          491,413           477,935
                                                                          ==========       ==========        ==========

Basic and diluted net loss per share..............................   $        (1.50)    $     (13.02)     $     (14.71)
                                                                          ===========      ===========       ===========
</TABLE>
     Diluted  and basic  loss per share are the  same,  since the  inclusion  of
common stock equivalents in the computation would be antidilutive.

3.       EQUITY IN LOSS OF UNCONSOLIDATED SUBSIDIARY

     Equity in loss of  unconsolidated  subsidiary  represents  AUGI's  share of
Western's loss in fiscal 2002 and 2001 and  represents  AUGI's share of the loss
of IDF International in fiscal 2000. Fiscal results of Western indicate that our
pro-rata  share of their loss would exceed our equity  investment in Western and
has been limited to the remaining balance of our investment in Western.

     Condensed financial data of Western for the two fiscal years ending
July 31, 2002 and 2001 are as follows:
                                                 July 31,

                                        2002               2001
                                       -----               -----
    Current assets                $   37,394          $   62,771
    Total assets                  $   59,576          $   93,102

    Current liabilities           $   61,784          $   82,882
    Total liabilities             $   62,712          $   86,351

    Net sales                     $  107,988          $  139,902
    Gross profit                  $    7,763          $    9,820
    Net loss                      $  (10,019)         $   (7,842)


4.       BORROWINGS

     AUGI is in  default  on an  uncollaterized  note  payable  in the amount of
$1,500,000 due to an unrelated third party. The note bore interest at 8% through
its  original  due date of April 30,  1999.  While in  default,  the note  bears
interest at 10%.  There has been no demand for payment by the  creditor and AUGI
believes that it may have certain partially offsetting claims.

     On May 17, 2002,  AUGI  completed a bridge loan  financing in the amount of
$250,000 (the "Bridge Loan") from The Rubin Family  Irrevocable Stock Trust (the
"Trust").  In connection  with the Bridge Loan AUGI issued a promissory  note to
the Trust in the principal amount of $250,000 (the "Note").  The Note matures on
the  earlier  to occur of (i)  AUGI's  receipt of  additional  capital  from any
source, other than proceeds from the then proposed rights offering, in excess of
$1,000,000,  or (ii) April 30, 2007 (either date the "Maturity Date").  The Note
bore interest at a rate of 7.5% per year payable on the Maturity Date.

     As additional  consideration  for providing the Bridge Loan, AUGI issued an
aggregate of  1,500,000  restricted  shares of common  stock to the Trust.  As a
result,  the  Trust  currently  owns  approximately  77.6%  of  the  issued  and
outstanding  shares  of  common  stock of AUGI  and is  AUGI's  controlling  and
majority  shareholder.  AUGI recognized  interest  expense related to the shares
issued pursuant to the loan agreement in the amount of $1,000,000.

     The $250,000 note payable to the Rubin Family  Irrevocable  Stock Trust was
paid in full on September 30, 2002.

                                      F-9
<PAGE>

     The following table  summarizes the debt arrangements:

<TABLE>
<CAPTION>
                                                                 Maturity               July 31,
                                       Interest Rate              Date            2002            2001
                                       -------------              ----            ----            ----
<S>                              <C>                             <C>       <C>                <C>
       Note Payable               8.0% (10% default rate)         4/30/99     $1,500,000        $1,500,000

       Note Payable               7.5%                            9/10/02        250,000              -
                                                                             -----------       -----------
                                                                             $ 1,750,000       $ 1,500,000
                                                                             ===========       ===========
</TABLE>

5.       INCOME TAXES

     The  provision  (benefit)  for income taxes from  operations  comprises the
following:
<TABLE>
<CAPTION>
                                                          YEAR ENDED JULY 31,
                                                          -------------------

                                                  2002              2001             2000
                                                  ----              ----             ----
<S>                                     <C>              <C>               <C>
Current:
   Federal............................   $          -      $     (545,000)  $       179,000
   State .............................                                -              26,000
                                                --------          -------           -------
                                                    -            (545,000)          205,000
Deferred:
   Federal............................              -                 -             500,000
   State .............................              -                 -              74,000
                                              ----------        ----------       -----------
                                                    -                 -             574,000
                                              ----------        ----------       -----------
                                         $          -     $      (545,000)  $       779,000
                                              ==========        ==========       ===========
</TABLE>

          The   principal   reasons  for  the   variation   from  the  customary
     relationship  between  income taxes at the statutory  federal rate and that
     shown in the consolidated statement of operations are as follows:
<TABLE>
<CAPTION>
                                                                              YEAR ENDED JULY 31,
                                                                              -------------------

                                                                     2002             2001            2000
                                                                     ----             ----            ----

<S>                                                         <C>              <C>               <C>
Statutory federal income tax rate..........................      $  (438,000)    $ (2,304,000)  $   (2,989,000)
Valuation allowance........................................          438,000        2,603,000        4,101,000
State income taxes, net of federal income tax benefit......             -            (299,000)        (334,000)
Other, primarily adjustments to prior year accruals........             -            (545,000)           1,000
                                                                  ----------      -----------    --------------

                                                                 $      -        $   (545,000)  $      779,000
                                                                   ==========     ===========     =============
</TABLE>

                                      F-10
<PAGE>


     Temporary  differences and  carryforwards  which give rise to a significant
portion of deferred tax assets and liabilities are as follows:

<TABLE>
<CAPTION>

                                                             JULY 31,
                                                       2002             2001
                                                       ----             ----
<S>                                           <C>               <C>

Loss carryforwards...........................     $  8,662,000       $ 8,224,000

Less valuation allowance.....................       (8,662,000)       (8,224,000)
                                                     ---------         ---------
Net deferred tax asset                            $      -           $     -
                                                     ---------         ---------

</TABLE>

     At July 31,  2002  AUGI  had  federal  income  tax  loss  carryforwards  of
approximately  $24,000,000  which will begin to expire in 2011.  Utilization  of
such net operating losses are subject to annual limitations due to the change in
ownership  of AUGI of more  than  50%  that  occurred  as a  result  of the loan
transaction  with the Rubin  Family  Irrevocable  Stock  Trust in 2002.  As AUGI
cannot anticipate future income with reasonable certainty, a valuation allowance
of $8,662,000 has been recorded.

6.       SHAREHOLDERS' (DEFICIT) EQUITY

     On February 25, 1994,  AUGI completed a public offering of 920,000 units at
$5.25 per unit,  each unit  consisting  of one share of common  stock,  $.01 par
value, and one redeemable common stock purchase  warrant.  Each warrant entitled
the holder to  purchase  one share of common  stock until July 31,  1998,  at an
exercise  price of $7.50.  The  exercise  period for the  920,000  warrants  was
subsequently  extended to July 31, 2001 and on July 13,  2001,  was  extended to
July 31,  2003 and the  exercise  price was  reduced to $1.00.  Pursuant  to the
reverse stock split (see below)  effected on December 17, 2001, each 25 warrants
plus $25.00 are exchangeable  for one share of common.  The warrants are subject
to  redemption  by the Company at a redemption  price of $.10 per warrant  under
certain circumstances.

     A total of 976,539 shares of AUGI's Series B-1 convertible  preferred stock
were issued in September 1996 in connection with the acquisition of ConnectSoft,
Inc. Such shares have a $3.50 per share  liquidation  value and are  convertible
into shares of AUGI's common stock at a conversion ratio of twenty-five for one.
Through the six fiscal years ended July 31, 2002 a total of 569,445  shares were
converted to 22,778 shares of common stock leaving 407,094 shares outstanding at
July 31, 2002.

     During the fourth quarter of fiscal 2000,  AUGI sold 8,500 shares of common
stock at $10.00 per share  pursuant  to a private  placement  memorandum  During
fiscal  2001,  additional  shares were issued  pursuant to an  amendment  to the
private  placement  resulting in the issuance of an additional  11,500 shares of
Company common stock.

     At the  annual  meeting  of  stockholders  held on  August  28,  2001,  our
stockholders  approved a reverse  stock split of 1-for-15,  1-for-20 or 1-for-25
with the precise ratio to be determined by our Board of Directors. On December 7
2001,  our Board of  Directors  declared a 1-for-25  reverse  stock  split which
became effective on December 17, 2001 (the "effective date:") and each 25 shares
of our common  stock that was issued and  outstanding  immediately  prior to the
effective   time  was  changed   into  one  validly   issued,   fully  paid  and
non-assessable share of our common stock. In addition, our stockholders approved
the  reduction  of  our   authorized   capital   common  stock  and  removal  of
classification  among our common  stock which  changes  were also  effective  on
December 17, 2001.

     In May 2002, the Company issued 1,500,000 shares of its common stock to the
Rubin Family  Irrevocable Stock Trust as additional  consideration for a loan of
$250,000 (see Note 4).



                                      F-11
<PAGE>

7.      COMMITMENTS AND CONTINGENCIES

         Other Contingencies

     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 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.


         Legal Proceedings

     There are no pending material legal proceedings in which AUGI or any of its
subsidiaries is a defendant,  or to which any of their respective properties are
subject,  which either  individually  or in the  aggregate,  may have a material
adverse  effect on the  results  of  operations  or  financial  position  of the
Company.

     In May 1998,  a lawsuit  was filed on behalf of the  Company in a purported
shareholder  derivative  action against Mr. Rubin and certain other directors of
AUGI.  In June 1998,  a  shareholder  class  action was filed  against  the same
directors.

     On June 1, 1999 an agreement  was entered  into by all parties  whereby the
class action was settled for $2,500,000 which consisted of $600,000 in cash from
insurance  proceeds and  $1,900,000  by 777,414  shares of Western  common stock
owned by AUGI. The $600,000 was paid to the claims administrator for the benefit
of  claimants  during  fiscal  2000  and  the  common  shares  of  Western  were
distributed to the claimant  stockholders on November 1, 2000. As a result,  the
Company no longer owns more than 50% of Western,  and has, therefore,  accounted
for Western using the equity method  effective  August 1, 2000. In addition,  on
June 1, 1999 the derivative  action was settled for $2,800,000  which amount was
subsequently  amended to  $2,891,000  and was paid in full by Mr.  Rubin to AUGI
during fiscal 2000 and 2001.


8.     STOCK OPTION PLANS

     The 1991 and 1996 Stock Option Plans

     The 1991 Plan was approved by the Board of Directors  and  shareholders  in
June 1991 and the 1996 Plan was  approved  by the  Board of  Directors  in April
1996.  Both of these plans were  cancelled  in  December  1999 when the Board of
Directors  approved  the 2000  Employee  Incentive  Stock  Option Plan (The 2000
Plan).  All  outstanding  stock  options  under  the 1991 and  1996  Plans  were
cancelled  and  replaced  with the same number of stock  options  under the 2000
Plan.

     The 2000 Plan

     The 2000 Plan was  approved by the Board of  Directors  on December 7, 1999
and 55,000 stock options were simultaneously  granted to replace those cancelled
from the 1991 and 1996  Plans.  The  Company  granted  16,600  additional  stock
options  to  certain  Board  members  as well as 10,000  options  to each of two
nominees for election to the Board and 400 options to a consultant  for services
rendered.  The exercise price of all 92,000 options  granted under the 2000 Plan
on December 7, 1999 was $5.25 per share (110% of the market value on such date).

     On April 27,  2000 the  Company  granted  66,000  stock  options to a newly
elected  director,  20,000,  4,000 and 2,000  respectively  to  certain  special
consultants  to AUGI,  10,000 to a third  nominee for  election to the Board and
12,000 and 10,000  respectively to two law firms for services rendered and to be
rendered.  The exercise price of all 124,000  options  granted on April 27, 2000
was $8.72 per share (85% of the fair market value on such date). Compensation in
connection with these option grants has been accounted for by the  Black-Scholes
method where applicable.

                                      F-12
<PAGE>

The 2001 Plan

     On October  3, 2000,  the Board of  Directors  cancelled  the 2000 Plan and
approved the 2001 Stock  Option Plan.  All 216,000  options  previously  granted
under the 2000 Plan were cancelled and replaced by the same number of options in
the  2001  Plan.  AUGI  also  granted  4,000  options  to a each of two  special
consultants,  2,000 additional options to a law firm, 400 options to a financial
consultant and 20,000 to a management  employee.  A total of 122,000 of the 2001
grants were subsequently cancelled.

     On April 3, 2000 the FASB issued FASB  Interpretation  No. 44,  "Accounting
for Certain  Transactions  Involving Stock  Compensation - an  Interpretation of
Accounting  Principles  Board  Opinion No. 25" (FIN 44).  FIN 44  clarifies  the
application  of  Opinion  25  for  certain   issues   including  the  accounting
consequences of various  modifications  to the terms of a previously fixed stock
option or award.  In accordance  with FIN 44,  effective  July 31, 2000,  any of
these  options  which are not  exercised or  cancelled,  will be  accounted  for
pursuant to a variable stock option plan. Accordingly, compensation expense will
be recorded to the extent that the quoted market price of the  Company's  common
stock exceeds the revised exercise price of the repriced options.

    Summary Information

     The following table includes option information for AUGI's plans:

<TABLE>
<CAPTION>
                                                                                WEIGHTED AVERAGE
                                                                                  FAIR VALUE OF
                                           NUMBER OF          WEIGHTED              OPTION
         STOCK OPTION ACTIVITY               SHARES        EXERCISE PRICE           GRANTED
         ---------------------               ------        --------------           -------
<S>                                       <C>               <C>                   <C>
           July 31, 1999                        67,000        113.75
           Options granted                     214,000          7.25                 7.25
           Options exercised                      -              -
           Options canceled                    (56,000)       106.25
                                           -----------
           July 31, 2000                       225,000         19.00
           Options granted                     246,000          7.00                 7.00
           Options exercised                     -               -
           Options canceled                   (338,000)         7.50
                                           -----------
           July 31, 2001                       133,000         18.25
           Options granted                       -               -
           Options exercised                     -
           Options canceled                     (3,000)       132.23
                                           ------------
           July 31, 2002                       130,000         14.04
                                           ============
</TABLE>

     The following table  summarizes  stock options  outstanding and exercisable
for AUGI at July 31, 2002:

<TABLE>
<CAPTION>
                                              OUTSTANDING                    EXERCISABLE
                                              -----------                    -----------
                             Weighted          Weighted                Weighted
                              Average           Average                 Average
                             Remaining         Exercise                Exercise
Exercise Price Range          Shares             Life       Price       Shares           Price
--------------------          ------             ----       -----       ------           -----
<S>                         <C>                <C>        <C>       <C>               <C>
$6.875 to 6.875                124,000          3.2       $  6.875      124,000       $  6.875
$162.50 to 162.50                6,000          0.1        162.50         6,000        162.50
                               -------                                  -------
$0.28 to 6.50                  130,000          3.1         14.04       130,000       $ 14.04
                             =========                                =========


</TABLE>
                                      F-13
<PAGE>


     AUGI has adopted the  disclosure-only  provisions of Statement of Financial
Accounting  Standards No. 123.  "Accounting  for Stock-Based  Compensation."  If
compensation cost for AUGI's stock option plans had been determined based on the
fair  value at the  grant  date for  awards  in  fiscal  2002,  2001 and 2000 in
accordance  with the provisions of SFAS No. 123, AUGI's net loss per share would
have changed to the pro forma amounts indicated below:

<TABLE>
<CAPTION>
                                                                              YEAR ENDED JULY 31,
                                                                   2002              2001               2000
                                                                   ----              ----               ----
<S>                                                                          <C>               <C>

Net loss, as reported......................................  $ (1,217,000)   $      (6,400,000) $    (7,030,000)
Net loss, pro forma........................................  $ (1,396,000)   $      (7,160,000)      (8,041,000)
Net basic and diluted loss per share, as reported..........  $      (1.50)   $          (13.02)          (14.71)
Net basic and diluted loss per share, pro forma............  $      (1.72)   $          (14.57)          (16.82)

</TABLE>


    The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option-pricing model with the following assumptions:

<TABLE>
<CAPTION>

                                                     YEAR ENDED JULY 31,

                                                   2002            2001          2000
                                                   ----            ----          ----
<S>                                               <C>            <C>          <C>
Expected volatility........................         1.82          1.54           3.82
Risk-free interest rate....................         3.58          4.50%          5.25%
Expected life of options in years..........         5.0           5.0            5.0
Expected dividend yield....................         0.00%         0.00%          0.00%

</TABLE>

9.      INTERTECH TRANSACTION

     On March 19, 2001,  pursuant to a share purchase  agreement (the "Intertech
Agreement") by and among AUGI, Intertech Capital, Inc. ("Intertech"), Jeffrey M.
Berman  ("Berman"),   Eric  Staffin  ("Staffin")  and  Peter  Gregory  Saridakis
("Saridakas") (Berman, Staffin and Saridakas are collectively referred to as the
"Purchasers"),  AUGI sold an  aggregate  of  500,000  shares of common  stock of
Intertech,   par  value  $.0001  per  share  (the  "Intertech  Shares")  to  the
Purchasers, which Intertech Shares constituted all of the issued and outstanding
capital stock of Intertech. In connection therewith,  AUGI issued to: (i) Berman
33,000  warrants  to  purchase  shares  of  the  Company's   common  stock  (the
"Warrants");  (ii) Staffin 6,667  Warrants;  and (iii) Saridakis 3,333 Warrants,
all which are immediately vested,  expire on March 19, 2006, and are exercisable
at $6.875 per share. In consideration for the Intertech Shares and the Warrants,
each of the Purchasers  terminated their respective  employment  agreements with
AUGI,  released  AUGI  from  any  obligations  with  respect  to the  employment
agreements,  including past due and accrued salaries,  and terminated and waived
all right to any stock options granted by AUGI. In addition,  Berman and Staffin
resigned as officers and/or directors of AUGI.

     Simultaneous  with the closing of the Intertech  transaction AUGI purchased
approximately  5.4% of Intertech's then issued and outstanding  capital stock in
consideration  for the transfer to Intertech of 79,895 shares of common stock of
New Media Technology, Inc. owned by AUGI.

     Due to  continuing  worsening  conditions  in the  investment  banking  and
advisory  services  industry,  the lack of  further  significant  financing  for
Intertech and a reduced deal flow in the market place,  AUGI  determined that an
adjustment  to the  carrying  value of its minority  interest in  Intertech  was
necessary.  AUGI has therefore  recorded an impairment charge of $250,000 in the
current fiscal year.


10.      SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION AND SCHEDULE OF
NON-CASH INVESTING AND FINANCING ACTIVITIES

     AUGI paid  interest of $ -0-,  $116,000  and  $5,922,000  during the fiscal
years 2002, 2001 and 2000 respectively. AUGI also paid $1,000,000 of interest in
2002 by the issuance of 1,500,000 shares of common stock (see Note 4). AUGI paid
$219,000 in income taxes, net of refunds, during fiscal 2000.



                                      F-14
<PAGE>



11.      RELATED PARTIES

     Pursuant to an Agreement,  dated May 30, 1996 (the "ERD Agreement") between
AUGI and ERD  Waste  Corp.  ("ERD"),  the  Company  agreed  to  provide  certain
financial accommodation to ERD by making available a $4.4 million standby letter
of credit  expiring May 31, 1998 issued by  Citibank,  N.A. in favor of Chemical
Bank (the "Letter of Credit") on behalf of ERD.  Chemical Bank was the principal
lender to ERD and its  subsidiaries,  and upon  issuance  of the Letter of Chase
Bank (formerly  Chemical Bank) made available $4.4 million of additional funding
to ERD under ERD's existing lending facility.  The funding was used to refinance
certain  outstanding  indebtedness of  Environmental  Services of America,  Inc.
("ENSA"),  a wholly owned  subsidiary of ERD. Robert M. Rubin,  the Chairman and
Chief  Executive  Officer,  and a  principal  stockholder  of AUGI  was also the
Chairman,  Chief Executive  Officer,  a director and a principal  stockholder of
ERD, owning approximately 23.0% of the outstanding ERD Common Stock.

     In September  1996, a subsidiary of ERD which  operated a waste facility in
Nassau  County,  New  York  was  cited  by the  New  York  State  Department  of
Environmental  Conservation ("DEC") for violating certain DEC regulations.  Such
waste  facility  had  accounted  for  approximately  13% of  ERD's  consolidated
revenues. AUGI was advised by ERD that under the terms of a Settlement Agreement
reached with the State of New York in November 1996,  all violations  alleged by
the DEC had been  resolved  in  consideration  for,  among other  things,  ERD's
agreement to voluntarily cease incineration  operations at the waste facility on
or before March 31, 1997. Such incineration operations ceased on April 15, 1997.

     In February of 1997,  AUGI loaned  $500,000 to ERD Waste Corp. The loan was
collateralized  by a short  term  note  bearing  interest  at 2% above the prime
lending  rate of the  Company's  commercial  bank (8.5% at April 30, 1997) and a
second  collateral  and  security  position on all  accounts  receivable  of ERD
subject to the primary collateral position held by Chase Bank and was personally
guaranteed  by Mr.  Rubin.  Principal  together  with  accrued  interest was due
October 5, 1997.

     In September 1997 ERD filed for protection  from creditors under Chapter 11
of federal bankruptcy laws. In October, 1997 Chemical bank drew the $4.4 million
available on the standby letter of credit. As a result,  AUGI recorded a loss of
approximately  $5.0  million,  related to the  February  Note and the  September
letter of credit. Mr. Rubin had personally guaranteed approximately $1.6 million
of the  ERD  loss.  This  amount  was  repaid  to the  Company  pursuant  to the
shareholder litigation settlement as described in Note 7.

     On June 28, 1996 AUGI entered into a  collateralized  credit agreement with
Mr.Rubin  pursuant to which Mr. Rubin delivered a demand  promissory note for up
to $1,200,000  and payment in full was due no later than July 31, 1998.  The due
date was  subsequently  extended to July 31, 1999 and then to September 30, 2000
as part  of the  shareholder  litigation  settlement.  Mr.  Rubin's  payment  of
$2,891,000 as described in Note 7 included amounts due under the note.

     Since January,  1996,  AUGI has used a business office located in the Rubin
residence and no rent for space or reimbursement for attendant expenses had ever
been paid. In September  2002, the Board of Directors  approved an all inclusive
monthly rate of $1,250.  The financial  statements as at July 31, 2002 reflect a
charge for this rental since January 1996 in the amount of $97,500.

     On September 24, 2002, the Board of Directors  approved a performance bonus
in the amount of $300,000  for Mr.  Rubin  relative to his efforts in  assisting
with the  negotiations  and  finalization  of the  settlement  of the  Greenberg
Traurig  litigation.  The bonus  was  accrued  at July 31,  2002 and was paid on
September 30, 2002.

                                      F-15
<PAGE>



12.      SEGMENT INFORMATION

     In fiscal 1999, AUGI adopted  Statement of Financial  Accounting  Standards
No. 131 (SFAS 131),  "Disclosures  about  Segments of an Enterprise  and Related
Information,"  which requires the reporting of certain financial  information by
business segment.  All such information relates only to Western. For the purpose
of providing  segment  information,  Western believes that all of its operations
consist of one segment.  However, Western evaluates performance based on revenue
and gross margin of three distinct business components. Revenue and gross margin
by component are summarized as follows (in thousands):

    Business Component          Year Ended        Year Ended       Year Ended
       Net Revenues           July 31, 2002     July 31, 2001     July 31, 2000
---------------------------- ----------------- ----------------- --------------
Equipment Sales              $       -0-       $     -0-         $     92,513
Equipment Rental             $       -0-       $     -0-         $     26,334
Product Support              $       -0-       $     -0-         $     36,790
                             ----------------- ----------------- -------------
    Totals                   $       -0-       $     -0-         $    155,637
                             ================= ================= =============

     Business Component         Year Ended        Year Ended       Year Ended
       Gross Margins           July 31, 2002    July 31, 2001     July 31, 2000
----------------------------- ---------------- ----------------- --------------
Equipment Sales              $       -0-       $        -0-      $     (   66)
Equipment Rental             $       -0-       $        -0-      $      5,556
Product Support              $       -0-       $        -0-      $      6,048
                              ---------------- ----------------- --------------
    Totals                   $       -0-       $        -0-      $     11,538
                              ================ ================= ==============

13.  UNAUDITED QUARTERLY CONSOLIDATED FINANCIAL DATA


<TABLE>
<CAPTION>
                                                          (Thousands, except per share data)

                                                                  Quarter

                                                                                                        Total
                                            First         Second           Third         Fourth          Year
                                            -----         ------           -----         ------         -----
Fiscal 2002:
-----------

Net sales                                $    -         $   -          $    -            $   -         $   -
Gross profit                                  -             -               -                -             -
Net (loss)income                            (272)          (833)          (912)             800         (1,217)
Basic (loss) income per share              (0.55)         (1.67)         (1.83)            2.55          (1.50)
Diluted (loss) income per share            (0.55)         (1.67)         (1.83)            2.55          (1.50)
                                                                  Quarter
                                                                                                         Total
                                            First         Second           Third         Fourth           Year
Fiscal 2001:                                -----         ------           -----         ------          -----
-----------
<S>                                      <C>            <C>            <C>            <C>           <C>
Net sales                                 $    -         $    -          $    -           $  -          $   -
Gross Profit                                   -              -               -              -              -
Net loss                                    (725)           (388)        (2,567)         (2,720)        (6,400)
Basic loss per share                       (0.06)          (0.03)         (0.21)          (0.22)         (0.52)
Diluted loss per share                     (0.06)          (0.03)         (0.21)          (0.22)         (0.52)

                                                                  Quarter                                Total
                                            First         Second           Third         Fourth           Year
                                            -----         ------           -----         ------           ----
Fiscal 2000:
------------
Net sales                                 $42,063        $33,988         $35,340        $44,246       $155,637
Gross Profit                                4,920          3,865           3,236           (483)        11,538
Net loss                                     (333)         (281)           (799)         (5,617)        (7,030)
Basic loss per share                        (0.03)         (0.02)         (0.07)          (0.47)         (0.59)
Diluted loss per share                      (0.03)         (0.02)         (0.07)          (o.47)         (0.59)
</TABLE>



                                      F-16
<PAGE>




14.      SUBSEQUENT EVENTS

     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.

     On September 10, 2002 AUGI received net proceeds of $2,875,000  pursuant to
a settlement of litigation against it's prior corporate counsel.





                                      F-17
<PAGE>

                      Report of Independant Accountants on
                          Financial Statement Schedules


To the Board of Directors
of American United Global, Inc.

     Our audits of the  consolidated  financial  statements  referred  to in our
report dated November 8, 2002 appearing on page F-2 in the 2002 Annual Report to
Shareholders of American United Global,  Inc. and subsidiaries (which report and
consolidated  financial  statements are  incorporated by reference on the Annual
Report on Form  10-K/A)  also  included an audit of the  consolidated  financial
statement  schedules  listed in Item  14(a)(2) of Form  10-K/A.  In our opinion,
these consolidated financial statement schedules present fairly, in all material
respects,  the information  set forth therein when read in conjunction  with the
related consolidated financial statements.



PricewaterhouseCoopers LLP
Portland, Oregon

November 8, 2002

                                      F-18
<PAGE>
     SCHEDULE II


                          AMERICAN UNITED GLOBAL INC.

                       VALUATION AND QUALIFYING ACCOUNTS
             For the Fiscal Years Ended July 31, 2002, 2001 and 2000

<TABLE>
<CAPTION>



                                            Balance at      Charged to    Charged to                  Balance at
                                            Beginning       Costs and        Other                      End of
               Description                  of Period        Expenses      Accounts     Deductions      Period
               -----------                  ---------        --------      --------     ----------      ------

Income Tax Valuation Allowance:
<S>                                       <C>            <C>                <C>     <C>              <C>


  Fiscal year ended July 31, 2000          $4,101,000      $5,387,000         -              -          $9,488,000

  Fiscal year ended July 31, 2001          $9,488,000          -              -        $1,264,000       $8,224,000

  Fiscal year ended July 31, 2002          $8,224,000      $  438,000                                   $8,662,000


Accounts Receivable Reserve:


  Fiscal year ended July 31, 2000            $724,000        $690,000         -         $(851,000)        $563,000

  Fiscal year ended July 31, 2001                -               -            -              -                -

  Fiscal year ended July 31, 2002                -               -            -              -                -


Inventory Reserve:


  Fiscal year ended July 31, 2000          $2,513,000     $2,188,000          -         $(591,000)      $5,292,000

  Fiscal year ended July 31, 2001                 -              -            -              -                -

  Fiscal year ended July 31, 2002                 -              -            -              -                -
</TABLE>





                                      F-19
<PAGE>


     ITEM 9. CHANGES IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON ACCOUNTING AND
FINANCIAL DISCLOSURE

                  None.

     PART III

     ITEM 10.  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS AND CONTROL  PERSONS,
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

Officers, Directors and Key Employees

     The  following  table sets forth  information  with  respect to  directors,
executive  officers and key employees of AUGI as of November 8, 2002. Except for
matters  discussed in Item 3 of this Annual  Report,  there are no pending legal
proceedings to which any director,  nominee for director or executive officer of
AUGI is a party adverse to AUGI.

       Name            Age   Position

Robert M. Rubin         62   Chairman of the Board of Directors, President and
                             Chief Executive Officer

C. Dean McLain          49   Director and Executive Vice President and Chief
                             Executive Officer of Western

David M. Barnes         59   Vice President of Finance, Chief Financial
                             Officer and Director

Howard Katz             60   Director

Seymour Kessler         71   Director

Allen Perres            54   Director

Michael Metter          45   Director

     ROBERT M.  RUBIN.  Mr.  Rubin has  served as our  Chairman  of the Board of
Directors since May 1991, and was our Chief  Executive  Officer from May 1991 to
January 1, 1994.  Between  October 1990 and January 1, 1994, Mr. Rubin served as
the  Chairman  of the  Board  and  Chief  Executive  Officer  of  AUGI  and  its
subsidiaries;  from  January  1, 1994 to January  19,  1996,  he served  only as
Chairman of the Board of AUGI and its subsidiaries. From January 19, 1996 to the
present, Mr. Rubin has served as our Chairman of the Board,  President and Chief
Executive Officer. Mr. Rubin was the founder, President, Chief Executive Officer
and a Director of Superior Care,  Inc.  ("SCI") from its inception in 1976 until
May  1986.  Mr.  Rubin  continued  as a  director  of SCI (now  known as  Olsten
Corporation  ("Olsten") until the latter part of 1987.  Olsten, a New York Stock
Exchange  listed  Company,  is engaged in providing home care and  institutional
staffing services and health care management services. Mr. Rubin was Chairman of
the  Board  and  Chief  Executive  Officer  and is a  stockholder  of ERD  Waste
Technology,  Inc., a diversified waste management public Company specializing in
the management and disposal of municipal solid waste,  industrial and commercial
non-hazardous  waste and  hazardous  waste.  In  September  1997,  ERD filed for
protection under the provisions of Chapter 11 of the federal bankruptcy act. Mr.
Rubin is also a Director of Western. We own approximately 36% of the outstanding
common stock of Western. Mr. Rubin was a director of Med-Emerg, Inc., a publicly
-held Canadian  management  company for hospital emergency rooms and out-patient
facilities  until  November,  2001.  Mr.  Rubin was also a director of StyleSite
Marketing,  Inc.,  which  liquidated  its  assets  for the  benefit  of  secured
creditors in January 2000. Mr. Rubin devotes  approximately 40 hours per week to
the business of AUGI.

                                       12
<PAGE>

     C. DEAN MCLAIN. Mr. McLain has served as our Executive Vice President since
March 1, 1993, as a director since March 7, 1994, and President of Western since
June 1, 1993.  From 1989 to 1993, Mr. McLain served as Manager of  Privatization
of Case Corporation.  From 1985 to 1989, Mr. McLain served as General Manager of
Lake State Equipment,  a distributor of John Deere construction  equipment.  Mr.
McLain holds a B.S. degree in Business and Economics, and a Master's of Business
Administration  from West Texas State  University.  Mr. McLain  devotes his full
professional  time to Western and  included in such time is time spent on AUGI's
business.

     DAVID M. BARNES.  Mr. Barnes has served our Chief  Financial  Officer since
May 15, 1996, and has been a director since November 8, 1996. Mr. Barnes is also
presently a member of the Advisory  Board of  Interactive  Imagination,  Inc., a
privately-held video game developer based in Seattle, WA. Mr. Barnes devotes the
majority of his professional time to the business of AUGI.

     HOWARD KATZ.  Mr. Katz has been a director since April 15, 1996, and was an
Executive Vice President from April 15, 1996 through July 31, 1998. Since August
1998 to the  present Mr.  Katz has been the Chief  Executive  Officer of Imagine
Networks,  LLC., a New York City based  privately  held company which engages in
advanced technology and software development.

     SEYMOUR KESSLER. Dr. Kessler has served as a Director since August 28, 2001
and has been a Director of Western since February 2, 2000.  From January 1999 to
the present Dr. Kessler has been co-Managing Director of RKP Capital Partners, a
holding company for publicly and privately-held companies.  Between 1996 and the
present  Dr.  Kessler  has been an  active  investor  in  various  publicly  and
privately-held  companies.  From 1992  through  1996 Dr.  Kessler was a founder,
Chief  Executive   Officer  and  a  director  of  Princeton  Dental   Management
Corporation.  Between 1982 and 1997 Dr.  Kessler served on the Board of Trustees
of University of Health Science Center, in Des Moines,  IA. Dr. Kessler also has
been a director of four  nationally-chartered  banks,  including serving as Vice
Chairman of the Board of Directors  of Peterson  Bank.  Dr.  Kessler is a former
podiatric  surgeon who since 1975 has held  majority and minority  interests and
actively  served  in over 85  partnerships,  privately-held  and  publicly-owned
companies and institutions.


     ALLEN PERRES. Mr. Perres has served as a Director since August 28, 2001 and
has been a director of Western since February 2, 2000.  From January 1999 to the
present Mr.  Perres has been  co-Managing  Director of RKP Capital  Partners,  a
holding  company for  publicly and  privately-held  companies.  Mr.  Perres is a
partner in RB Partners,  Inc., an investment banking firm for homebuilders,  and
has served in such capacity from 1994 to the present.  Mr. Perres co-founded and
managed that firm's  commercial and  residential  mortgage unit,  First Dearborn
Mortgage Company, Inc., during such period.

     MICHAEL  METTER.  Mr.  Metter has served as a Director  since  December 14,
2001. Since March 2001, Mr. Metter has been the President of RME  International,
Ltd.(RME) Mr.  Metter also  currently  consults to a broad range of  businesses,
including IT  communications  and media  businesses,  on mergers,  acquisitions,
restructuring,  financing and other matters. From October 1998 to February 2001,
Mr. Metter was a principal of Security Capital Trading, Inc, and was a principal
at Madison  Capital from  September  1997 to October 1998.  Prior  thereto,  Mr.
Metter was the  President  of First  Cambridge  Securities  from October 1994 to
August 1997.  Effective with a merger of a division of RME into Azurel, Ltd., in
October 2002, Mr. Metter became President of Azurel.

Committees of the Board

     At present,  the Board of Directors has three committees,  the Compensation
Committee, the Audit Committee, and the Corporate Governance Committee.

     The Compensation  Committee's duties include the review of the compensation
for all  employees  and the  granting  of  options  under  all of the  Company's
employee  stock  option plans that may exist and be in effect from time to time.
The Compensation  Committee  presently consists of Messrs.  McLain,  Kessler and
Perres

     The Audit  Committee's  duties  include  the  review  of  AUGI's  financial
statements,  budget,  and its'  financing  arrangements  as well a review of its
internal financial  controls.  The Audit Committee presently consists of Messrs.
Metter, Kessler and Perres.

     The Corporate Governance Committee's duties include the review of corporate
governance  matters  including   proposed   amendments  to  the  Certificate  of
Incorporation and bylaws and the conduct of meetings of directors, committees of
the Board of Directors and of stockholders.  The Corporate  Governance Committee
consists of Messrs. Barnes and Rubin.

     During  Fiscal  2002 the  Board of  Directors  met on four  occasions;  The
Compensation  Committee  and The Audit  Committee did not meet and The Corporate
Governance  Committee  met on three  occasions.  Each  meeting  of the  Board of
Directors  included a review of AUGI"s  financial  condition and a review of the
quarterly Form 10-Q when appropriate.


                                       13
<PAGE>


     ITEM 11. EXECUTIVE COMPENSATION

     SUMMARY COMPENSATION TABLE

     The following table sets forth the amount of all compensation  paid by AUGI
for services  rendered  during each of the three fiscal years of AUGI ended July
31, 2002,  2001,  and 2000 to each of AUGI's most highly  compensated  executive
officers and key employees whose total compensation  exceeded  $100,000,  and to
all executive officers and key employees of AUGI as a group

<TABLE>
<CAPTION>

                             ANNUAL COMPENSATION              LONG-TERM COMPENSATION
                             -------------------              ----------------------
                                                              AWARDS
                                                              ------       NUMBER OF
NAME AND           FISCAL    SALARY     BONUS      OTHER       RESTRICTED  SECURITIES         LTIP      ALL OTHER
PRINCIPAL          YEAR        ($)       ($)       ANNUAL       STOCK      UNDERLYING       PAYOUTS  COMPENSATION
POSITION                                         COMPENSATION   AWARD(S)   OPTIONS/SARS#(3)  ($)          ($)
--------          -----     -------   -------    ------------- -------     --------       ---         ----------
<S>              <C>        <C>      <C>       <C>          <C>         <C>              <C>           <C>

                                                 ($)          ($)            SARS(#)
Robert M. Rubin    2002      450,000  300,000        -0-          -0-        -0-              -0-             -0-
Chairman,          2001      425,000    -0-          -0-          -0-        -0-              -0-             -0-
President and      2000      400,000    -0-          -0-          -0-        10,000           -0-             -0-
Chief Executive
Officer(1)

David M. Barnes    2002      160,000    -0-          -0-          -0-        -0-              -0-             -0-
Chief Financial    2001      150,000    -0-          -0-          -0-        -0-              -0-             -0-
Officer and        2000      140,000    -0-          -0-          -0-        4,000            -0-             -0-
Director

Dean McLain        2002      393,000  135,000        -0-          -0-        -0-              -0-             -0-
Executive Vice     2001      390,000    -0-          -0-          -0-        -0-              -0-             -0-
President and      2000      200,000    -0-          -0-          -0-        2,260            -0-             -0-
Director;
President of
Western
</TABLE>

     (1)  Includes  $150,000,  $200,000  and  $200,000  paid  under Mr.  Rubin's
Consulting   Agreement   with  Western   during  Fiscal  2000,   2001  and  2002
respectively.

     In September,  2002 the Board of Directors  approved a performance bonus in
the amount of $300,000 for Mr. Rubin  relative to his efforts in assisting  with
the  negotiations  and  finalization of the settlement of the Greenberg  Traurig
Litigation. The bonus was accrued at July 31, 2002 and was paid on September 30,
2002.

     (2) All  compensation  paid by Western.  Mr. McLain's bonus is based upon a
percentage of earnings before  interest,  taxes,  depreciation  and amortization
(EBITDA) pursuant to his employment contract.

     (3) Accounts for the 1-for-25 reverse stock split.




                                       14
<PAGE>


STOCK OPTION PLANS

OPTION GRANTS IN FISCAL 2002



       Option Grants to Named Executive Officers in Last Fiscal Year

     AUGI did not  grant any  options  to its Named  Executive  Officers  during
fiscal 2002.

     The following table provides  information  concerning the exercise of stock
options during the last completed  fiscal year by each Named Executive  Officer,
and the fiscal year-end value (as of July 31, 2002) of unexercised  options held
by each such person.  None of these options has been exercised as of the date of
this report.

                     Aggregated Options Exercised
                    in Last Fiscal Year and Fiscal
                        Year-End Option Values
                                                                  Value of
                                                Number of        Unexercised
                                               Unexercised      In-the-Money
                       Shares                  Options/SARs     Options/SARs
                     Acquired on    Value       at FY-End        at FY-End
Name                 Exercise (#)  Realized    Exercisable      Exercisable
----                 ------------  --------    -----------      -----------

Robert Rubin              -0-        -0-        33,600            $0

David Barnes              -0-        -0-        12,000            $0

C. Dean McLain            -0-        -0-        12,000            $0


THE 2001 STOCK OPTION PLAN (the "2001 Plan")

     The 2001 Plan was adopted by the Board of  Directors on October 3, 2000 and
as of such date 227,000  options  were  granted and on such date all  previously
issued and outstanding  options granted under AUGI's 2000 Stock Option Plan (the
"2000 Plan") were  cancelled.  112,000 of the options granted on October 3, 2000
were subsequently cancelled by the Board if Directors.

     The  purpose of the 2001 Plan is to provide  additional  incentives  to our
directors, officers, employees and consultants who are primarily responsible for
the management  and growth of AUGI.  Each option shall be designated at the time
of grant as either an incentive stock option (an "ISO") or a non-qualified stock
option (a "NQSO").  The Board of  Directors  believes  that the ability to grant
stock  options  to  employees  which  qualify  for  ISO  treatment  provides  an
additional material incentive to certain key employees.

     AUGI previously had three other employee stock option plans, the 1991 Stock
Option Plan (the "1991 Plan"),  the 1996 Stock Option Plan (the "1996 Plan") and
the 2000  Plan.  All  options  granted  under  the 1991  Plan and 1996 Plan were
cancelled prior to or as of December 7, 1999. All options granted under the 2000
Plan were cancelled on October 3, 2000.

     As of November 8, 2002,  options to purchase 124,400 shares of Common Stock
in the aggregate, of which 71,600 are incentive stock options, have been granted
to our employees, directors and outside consultants under the 2001 Plan.


ADMINISTRATION OF THE PLAN

     The 2001 Plan may be  administered by the full Board of Directors or by the
Compensation Committee,  which determines which eligible persons will be granted
options,  when  options  will be granted,  the number of shares to be subject to
options, the durations of options, any conditions to the exercise of options and
the manner in and price at which  options  may be  exercised.  The  Compensation
Committee is authorized to amend,  suspend or terminate the 2001 Plan.  However,
except  for   adjustments   resulting  from  changes  in   capitalization,   the
Compensation Committee requires shareholder approval to (i) increase the maximum
number of shares that may be issued  pursuant to the exercise of options granted
under the 2001 Plan;  (ii) grant an option with an exercise  price less than 85%
of the fair market  value of the  underlying  Common Stock at the time of grant;
(iii) change the eligibility  requirements  for  participation in the 2001 Plan;
(iv) extend the term of any option or the period  during which any option may be
granted under the 2001 Plan; or (v) decrease an option  exercise price (although
an option may be cancelled and a new option granted at a lower exercise price).


                                       15
<PAGE>


SHARES SUBJECT TO THE PLAN

     The 2001 Plan currently provides that options may be granted to purchase up
to 7,500,000 shares of Common Stock,  subject to adjustment upon certain changes
in capitalization  without receipt of consideration by AUGI. In addition,  if we
are involved in a merger, consolidation, dissolution or liquidation, the options
granted under the 2001 Plan will be adjusted or, under certain conditions,  will
terminate, subject to the right of the option holder to exercise his option or a
comparable  option  substituted  at our discretion  prior to such event.  If any
unexercised  option  expires or  terminates  for any reason,  the  non-purchased
shares  subject  to such  unexercised  option  will be  available  again for the
purposes of the 2001 Plan.

PARTICIPATION

     Any employee,  director,  consultant, or representative of AUGI is eligible
to receive ISOs or NQSOs  granted under the 2001 Plan.  Non-employee  directors,
consultants or representatives may only receive NQSOs.

OPTION PRICE

     The exercise  price of each option shall be determined by the full Board of
Directors or by the Compensation Committee.  However, the exercise price of each
option on the date the  option is  granted  may not be less than (i) 100% of the
fair market value of the Common Stock  underlying  an incentive  stock option on
the date of grant,  or (ii) 85% of the fair  market  value of the  Common  Stock
underlying a  non-qualified  stock option on the date of grant.  If an incentive
stock  option is to be  granted to an  employee  who holds over 10% of the total
combined voting power of all classes of AUGI's capital stock,  then the exercise
price may not be less than 110% of the fair  market  value of the  Common  Stock
covered by the option on the date the option is granted.

TERMS OF OPTIONS

     The full Board of Directors or the  Compensation  Committee  shall,  in its
discretion,  fix the term of each option,  provided  that the maximum term of an
option  shall be 10 years.  ISOs granted to an employee who owns over 10% of the
total combined voting power of all classes of capital stock of AUGI shall expire
not more than five years after the date of grant. The 2001 Plan provides for the
earlier expiration of options in the event of certain terminations of employment
of the holder.

RESTRICTIONS ON GRANT AND EXERCISE

     An option may not be transferred  other than by will or the laws of descent
and distribution and, during the lifetime of the option holder, may be exercised
solely by him.  The  aggregate  fair market  value  (determined  at the time the
option is  granted) of the shares of Common  Stock as to which an  employee  may
exercise ISOs in any one calendar year may not exceed  $100,000.  The full Board
of Directors  or the  Compensation  Committee  may impose  other  conditions  to
exercise as it deems appropriate.

TERMINATION

     The 2001 Plan will terminate on October 3, 2010, unless terminated  earlier
by the Board of Directors or the Compensation Committee.

 Employment, Incentive Compensation and Termination Agreements

     ROBERT M. RUBIN.  Mr.  Rubin is  employed  as our  Chairman of the Board of
Directors.  Mr.  Rubin  is so  employed  pursuant  to an  amended  and  restated
employment  agreement,  dated as of June 3, 1998 and as most recently amended as
of December 7, 1999 (the "Restated  Agreement") for a term expiring  December 7,
2004. The Restated  Agreement  provides for a minimum annual base salary payable
to Mr. Rubin of $225,000,  a minimum  increase each year equal to the percentage
rise in The New York City wage index and certain incentive bonuses consisting of
10% of the sale price of certain  securities  in excess of AUGI's  basis up to a
maximum  aggregate bonus of $3,000,000,  and 10,000 incentive stock options.  No
incentive  bonus was earned in fiscal 2000 or 2001 or 2002.  In December,  2001,
Mr. Rubin agreed to waive the incentive bonus clause in his contract.  Mr. Rubin
was granted  33,600  incentive  stock  options on October 3, 2000 under the 2001
Plan,  which options are  immediately  exercisable  for five years at $6.875 per
share.

     Mr. Rubin is also engaged by Western,  pursuant to a consulting  agreement,
which expires on July 31, 2007. Under the consulting agreement with Western, Mr.
Rubin is paid $200,000 annually plus reimbursement for his business expenses.



                                       16
<PAGE>




     C. DEAN MCLAIN.  C. Dean McLain serves as the President and Chief Executive
Officer of Western pursuant to a ten-year employment agreement expiring July 31,
2005.  Pursuant to such  agreement,  Mr. McLain  received an annual base salary,
payable  monthly,  of $300,000 per annum in Fiscal 2000.  For each of the fiscal
years ending 2001 through 2005, Mr.  McLain's base salary shall be $390,000 plus
a cost of living  adjustment.  In  addition,  Mr.  McLain is entitled to receive
certain  incentive bonus payments equal to one and one half percent (1 1/2 %) of
each fiscal years adjusted  consolidated  pre-tax income of Western in excess of
$1,750,000  provided,  that the maximum amount of the Incentive Bonus payable by
Western to Mr.  McLain shall not exceed  $150,000 in any such fiscal  year.  Mr.
McLain was also granted 12,000  incentive stock options on October 3, 2000 under
the 2001 Plan,  which  options  are  immediately  exercisable  for five years at
$6.875 per share.

     HOWARD KATZ. Howard Katz is a director of AUGI. Mr. Katz received severance
payments of $32,500 in Fiscal 2001 and $78,000 in Fiscal 2000.  In addition,  on
October 3, 2000 Mr. Katz  received  14,000  stock  options  under the 2001 Plan,
which are immediately exercisable for five years at $6.875 per share.

     DAVID M. BARNES.  David M. Barnes is a director and Chief Financial Officer
of AUGI. In Fiscal 2002 Mr. Barnes received total  compensation of $160,000.  In
Fiscal 2001 Mr. Barnes  received  total  compensation  of $150,000 and in Fiscal
2000 Mr.  Barnes  received a base salary of $140,000.  In addition on October 3,
2000 Mr. Barnes  received  12,000  incentive  stock options under the 2001 Plan,
which options are immediately exercisable for five years at $6.875 per share.

               COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     During  Fiscal 2002 the Board of  Directors'  Compensation  Committee  (the
"Compensation Committee") did not meet as there were no pertinent issues.

     Mr. Rubin's  annual  compensation,  identified in the Summary  Compensation
Table,  was  determined  by his  employment  agreements  with  AUGI,  which were
approved by the Board of Directors. Mr. Rubin's employment agreement was amended
in December 1999 and is now for a five year term expiring  December 7, 2004. For
information   concerning  Mr.  Rubin's  Restated  Agreement,   see  "Employment,
Incentive Compensation and Termination  Agreements." Mr. Rubin also entered into
a consulting agreement with Western. Mr. McLain's annual compensation was set by
his amended  employment  agreement  with  Western.  See  "Employment,  Incentive
Compensation and Termination Agreements."

     No director of AUGI is paid to attend  Board  meetings,  although  they are
reimbursed for their actual expenses. During Fiscal 2002 AUGI held four meetings
of the Board of Directors. While Mr. Rubin serves on the Compensation Committees
of the Boards of Directors of other  publicly  held  corporations,  no executive
officers or  directors of such  companies  serve on the  Company's  Compensation
Committee. The Compensation Committee reviews the compensation for all employees
and the granting of options under all of AUGI's employee stock option plans that
may exist and be in effect from time to time, and presently  consists of Messrs.
McLain, Kessler and Perres.

Transactions with ERD Waste Corp.

     We  incurred  a loss of  approximately  $5,000,000  as a result of  certain
transactions  entered  into with ERD Waste  Corp.  ("ERD")  in Fiscal  1997.  On
September 30, 1997, ERD filed for reorganization under Chapter 11 of the federal
bankruptcy laws. We have recorded a $5,000,000 net loss in connection with these
transactions,  which  included  making  available for ERD's benefit a $4,400,000
letter of credit and making an additional $500,000 loan, during Fiscal 1997.

     In June 1998 a  stockholder  class  action (the "Class  Action")  was filed
against AUGI's directors alleging breaches of fiduciary duty and loyalty to AUGI
and its stockholders in connection with a letter of credit guarantee by AUGI for
ERD  Waste  Corp.   ("ERD")  and  the  delisting  of  AUGI's  Common  Stock  and
publicly-traded  warrants from NASDAQ in February 1998.  During Fiscal 1997 AUGI
paid $4,400,000  pursuant to its guarantee for ERD, which sought protection from
creditors under Chapter 11 of the federal bankruptcy laws on September 30, 1997.
Final judicial approval of a settlement was received in August 1999, pursuant to
which  AUGI  has  paid  $2,500,000  (the  "Class  Payment")  to  members  of the
stockholder class.

     The Class Payment was paid in the form of $600,000 in cash  (consisting  of
proceeds from AUGI's  directors' and officers'  liability  insurance policy) and
$1,900,000   in  the  form  of  777,414   shares  of  common  stock  (valued  at
approximately  $2.44 per  share) of Western  owned by AUGI.  These  shares  were
distributed on or about  November 1, 2000 and thereupon  AUGI  recognized a loss
(accrued at July 31, 2000) of $1,434,000 representing the difference between the
book  value of the  transferred  shares  and their  market  value as  calculated
pursuant to the settlement  agreement.  AUGI presently owns approximately 36% of
the outstanding Western common stock.



                                       17
<PAGE>


TRANSACTIONS WITH OTHER AFFILIATES

     During  Fiscal  1999 and  Fiscal  2000 AUGI  provided  financing  to IDF, a
minority-owned subsidiary based in New York City, in the amounts of $992,000 and
$364,000, respectively. hese funds were used for working capital, the payment of
certain  delinquent taxes and other liabilities of  Hayden/Wegman,  Inc., an IDF
subsidiary,  and costs  related  to the  discontinuation  of  operations  of the
TechStar subsidiary. AUGI took a full reserve against these advances at July 31,
2000 due to IDF's  significant  decrease in revenue and its  inability to obtain
further financing.  In September 2000, IDF discontinued the operations of Hayden
/ Wegman.

     Mr. Rubin was a director of IDF until August 1999 and owned 874,659  shares
of IDF common stock, representing approximately 9.0% of the then outstanding IDF
common stock after giving effect to the IDF Merger,  and  including Mr.  Rubin's
conversion  of an $800,000  loan  previously  made to IDF into  preferred  stock
convertible into an additional  400,000 shares of IDF common stock, prior to his
transfer of such shares to the Rubin Family Irrevocable Stock Trust.  Subsequent
the IDF Merger,  Mr.  Rubin  served as Chairman of the Board of Directors of IDF
until August 1999.

INTERTECH TRANSACTION

     On March 19, 2001,  pursuant to a share purchase  agreement (the "Intertech
Agreement") by and among AUGI, Intertech Capital, Inc. ("Intertech"), Jeffrey M.
Berman  ("Berman"),   Eric  Staffin  ("Staffin")  and  Peter  Gregory  Saridakis
("Saridakas") (Berman, Staffin and Saridakas are collectively referred to as the
"Purchasers"),  AUGI sold an  aggregate  of  500,000  shares of common  stock of
Intertech,   par  value  $.0001  per  share  (the  "Intertech  Shares")  to  the
Purchasers, which Intertech Shares constituted all of the issued and outstanding
capital stock of Intertech. In connection therewith,  AUGI issued to: (i) Berman
33,000 warrants to purchase shares of AUGI's common stock (the "Warrants"); (ii)
Staffin 66,667  Warrants;  and (iii)  Saridakis  3,333  Warrants,  all which are
immediately vested,  expire on March 19, 2006, and are exercisable at $6.875 per
share. In consideration  for the Intertech Shares and the Warrants,  each of the
Purchasers terminated their respective employment agreements with AUGI, released
AUGI from any obligations with respect to the employment  agreements,  including
past due and accrued salaries,  and terminated and waived all right to any stock
options  granted by AUGI. In addition,  Berman and Staffin  resigned as officers
and/or directors of AUGI.

     Simultaneous  with the closing of the Intertech  transaction AUGI purchased
27,000 shares, or approximately  5.4% of Intertech's then issued and outstanding
capital stock, in  consideration  for the transfer to Intertech of 79,895 shares
of common stock of New Media Technology,  Inc. owned by AUGI. AUGI recognized an
impairment  loss on its  investment  in  Intertech  in the amount of $250,000 in
fiscal 2002.

BRIDGE LOAN TRANSACTION

     On May 17, 2002,  AUGI  completed a bridge loan  financing in the amount of
$250,000 (the "Bridge Loan") from The Rubin Family  Irrevocable Stock Trust (the
"Trust").  In connection  with the Bridge Loan AUGI issued a promissory  note to
the Trust in the principal amount of $250,000 (the "Note").  The Note matures on
the  earlier  to occur of (i)  AUGI's  receipt of  additional  capital  from any
source,  other than proceeds  from the proposed  rights  offering,  in excess of
$1,000,000,  or (ii) April 30, 2007 (either date the "Maturity Date").  The Note
bears interest at a rate of 7.5% per year payable on the Maturity Date.

     As additional  consideration  for providing the Bridge Loan, AUGI issued an
aggregate of  1,500,000  restricted  shares of common  stock to the Trust.  As a
result, the Trust owns approximately  77.6% of the issued and outstanding shares
of common stock of AUGI and is AUGI's controlling and majority shareholder.  The
Note was paid in full on September 30, 2002.


                                       18
<PAGE>


Compensation Committee Report On Executive Compensation

     The Board of Directors has been largely  responsible  for AUGI's  executive
compensation  policy in prior years and the Compensation  Committee did not meet
during Fiscal 2002 as there were no pertinent  issues.  The Board  believes that
offering its senior executive officers employment  agreements is the best way to
attract and retain highly capable  employees on a basis that will encourage them
to perform at increasing  levels of effectiveness  and to use their best efforts
to promote the growth and profitability of AUGI and its subsidiaries.  The Board
believes this enabled it to  concentrate on  negotiating  particular  employment
contracts rather than  establishing more general  compensation  policies for all
management and other personnel. AUGI believes that its compensation levels as to
all of its employees were comparable to industry standards. Currently, Mr. Rubin
is AUGI's only senior executive  officer  employed under a contract  approved by
the full Board of Directors. See "Executive  Compensation-Employment,  Incentive
Compensation and Termination Agreements."

     In setting levels of compensation  under such  employment  contracts and in
approving management's compensation of all other Company employees, the Board of
Directors  evaluates AUGI's overall  operations,  the contribution of particular
individuals  to  AUGI's  performance  and  industry  compensation  standards.  A
significant percentage of the compensation that could be paid to each of Messrs.
Rubin and McLain under their  respective  employment  agreements  is tied to the
achievement  of  prescribed  levels of pre-tax  income or  specific  performance
goals. See  "Employment,  Incentive  Compensation  and Termination  Agreements,"
above.

Compliance with Section 16(a) of the Exchange Act.

     To the  knowledge of AUGI,  with the  exception  of Mr.  Metter who did not
timely file a Form 3 upon his  election to the Board,  no  officers,  directors,
beneficial  owner of more than 10% percent of any class of equity  securities of
AUGI registered  pursuant to Section 12 of the Securities  Exchange Act of 1934,
as amended (the  "Exchange  Act"),  or any other person subject to Section 16 of
the Exchange Act with respect to AUGI,  failed to file on a timely basis reports
required by Section 16(a) of the Exchange Act during Fiscal 2002.


                                       19
<PAGE>


     ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following  table sets forth certain  information as of November 8, 2002
with  respect to the  beneficial  ownership  of the Common Stock of AUGI by each
beneficial  owner  of more  than  five  percent  (5%)  of the  total  number  of
outstanding  shares of the Common Stock of AUGI, each director and all executive
officers  and  directors of AUGI as a group.  Unless  otherwise  indicated,  the
owners have sole voting and  investment  power with respect to their  respective
shares.  The table does not include  options or SARs that have not yet vested or
are not exercisable within 60 days of the date hereof.

<TABLE>
<CAPTION>


Name and Address*                                              Number of Shares               Percentage of
of Beneficial Owner               Office(s)                    Beneficially Owned(1)           Common Stock (1)
-------------------               ---------                    ---------------------           ----------------

<S>                           <C>                                 <C>                           <C>

Rubin Family Irrevocable                                             1,549,831(6)                  77.6
Stock Trust
18 Pine Tree Drive
Great Neck, NY 11024


Robert M. Rubin                   Director, President, Chief            33,680(2)(6)                1.7
                                  Executive Officer and
                                  Chairman of the Board

C. Dean McLain                    Director, Executive                   12,000(3)                   0.6
4601 N.E. 77th Avenue             Vice-President and
Suite 200                         President of Western
Vancouver, WA 98662               Power and Equipment Corp.
                                  ("Western")

Howard Katz                       Director                              14,000 (4)                  0.7

David M. Barnes                   Chief Financial Officer               12,000 (5)                  0.6
                                  Vice President of Finance
                                  and Director

Seymour Kessler                   Director                              10,000 (7)                  0.5

Allen Perres                      Director                              10,000 (8)                  0.5

Michael Metter                    Director                              10,000 (9)                  0.5


All Directors and Executive                                            101,680                      4.8
Officers as a Group (7 persons)

</TABLE>

     * Unless otherwise indicated,  the address of each such beneficial owner is
11108 N.E. 106th Place, Kirkland, Washington 98033.






                                       20
<PAGE>

     (1) Pursuant to the rules and  regulations  of the  Securities and Exchange
Commission,  shares of Common Stock that an  individual  or group has a right to
acquire  within 60 days  pursuant to the  exercise  of options or  warrants  are
deemed to be outstanding for the purposes of computing the percentage  ownership
of such  individual  or  group,  but are not  deemed to be  outstanding  for the
purposes of computing the percentage  ownership of any other person shown in the
table.  All stock  options and warrants  mentioned in (2) through (10) below are
immediately exercisable.

     (2)  Includes  (a) 80  shares  of  Common  Stock  owned  by Mr.  Rubin  and
(b)incentive stock options issued to Mr. Rubin under the 2001 Plan on October 3,
2000 to acquire 33,600 shares for five years after issuance at an exercise price
of $6.875 per share,  or  approximately  110% of the  closing  sale price of the
Common Stock on such date.

     (3) Includes  incentive  stock  options to acquire  12,000 shares of Common
Stock  granted  to Mr.  McLain  under the 2001 Plan on  October 3, 2000 for five
years after issuance at an exercise price of $6.875 per share, or  approximately
110% of the closing  sale price of the Common Stock on such date.  Mr.  McLain's
continuing  employment is governed by the terms of his employment agreement with
Western.

     (4) Includes  incentive  stock  options  granted to Mr. Katz under the 2001
Plan on October 3, 2000 to purchase 14,000 shares of Common Stock for five years
after issuance at an exercise price of $6.875 per share, or  approximately  110%
of the closing sale price of the Common Stock on such date.

     (5) Includes  incentive  stock options granted to Mr. Barnes under the 2001
Plan on October 3, 2000 to purchase 12,000 shares of Common Stock for five years
after issuance at an exercise price of $6.875 per share, or  approximately  110%
of the closing sale price of the Common Stock on such date.

     (6) Robert M. Rubin, a grantor of the Rubin Family  Irrevocable Stock Trust
(the  "Trust"),  does not have any voting power over,  and disclaims  beneficial
ownership of, the shares of Common Stock held by the Trust.


     (7) Includes  10,000  non-qualified  stock  options,  which vested upon Dr.
Kessler's  election to the Board of Directors  on August 28, 2001.  Such options
are exercisable for five years after issuance for $6.875 per share.

     (8) Includes  10,000  non-qualified  stock  options,  which vested upon Mr.
Perres'  election to the Board of Directors on August 28, 2001. Such options are
exercisable for five years after issuance for $6.875 per share

     (9) Includes  10,000  non-qualified  stock  options,  which vested upon Mr.
Metter's  appointment  to the Board of  Directors  on December  14,  2001.  Such
options are exercisable for five years after issuance for $1.25 per share




ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     See "Executive  Compensation-Compensation  Committee Interlocks and Insider
Participation" and "Executive  Compensation-Employment,  Incentive  Compensation
and  Termination  Agreements",  and  "Management's  Discussion  and  Analysis of
Financial Condition and Results of Operations."


ITEM 14 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.


                                       21
<PAGE>


                                       PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)  1.  Financial  Statements  are included in Part II Item 8 beginning at
         page F-1.

     2. Financial Statement Schedule

          Schedule II Valuation and Qualifying Accounts



(b) Reports on Form 8-K.

     On May 31,  2002,  AUGI filed a Form 8-K to report a change in control as a
result of the completion of the $250,000 bridge  financing with the Rubin Family
Irrevocable  Stock Trust (the  "Trust") and the issuance of 1,500,000  shares of
restricted Common Stock to the Trust in connection with such financing.

     On September  12, 2002,  AUGI filed a Form 8-K to report its receipt of net
proceeds of $2,875,000  from the  settlement  of  litigation  against its former
corporate counsel.

(c) Exhibits.


Exhibit
Number                  Description

3.1  Certificate of Incorporation of Registrant.(1)

3.1.2 Amended Certificate of Incorporation (4)

3.2  By-laws of Registrant. (2)

4.1  Specimen Certificate of Common Stock. (3)

4.2  Deleted

21   Subsidiaries of AUGI*.

99.1 Promissory Note dated May 17, 2002. (5)

99.2  Certification of Chief Financial Officer and Chief Executive Officer

99.3  Western  Form 10K/A2 for the fiscal year ended July 31, 2002 as filed on
      November 29, 2002  (6)

     (1) Included with the filing of AUGI's  Registration  Statement on Form S-1
on October 18,  1991,  as amended by Amendment  No. 1, dated  December 18, 1991,
Amendment No. 2, dated January 9, 1990,  Amendment No. 3, dated January 24, 1992
and Amendment No. 4, dated January 28, 1992.

     (2) Filed as an Exhibit to the Definitive Proxy Materials of Alrom Corp., a
New York corporation (AUGI's predecision), as filed on December 10, 1991.

     (3) Filed as an Exhibit to the  Company's  Registration  Statement  on Form
S-18  (Registration  No.  3303330  81-NY) and  incorporated  herein by reference
thereto.

     (4) Filed as an Exhibit to AUGI's  Definitive Proxy Materials,  as filed on
July 2, 2001.

     (5) Filed as an Exhibit to AUGI's Form 8-K dated May 31, 2002.

     (6) Filed as an exhibit  to this Form 10-K/A *

     * Filed herewith

                                       22
<PAGE>


SIGNATURES


     In accordance  with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

     Dated: November 29, 2002

                                            AMERICAN UNITED GLOBAL, INC.



                                    By:/s/ Robert M. Rubin
                                    -----------------------
                                    Robert M. Rubin, Chairman

     In accordance with the Securities and Exchange Commission,  this report has
been signed below by the following  persons on behalf of the  Registrant  and in
the capacities and on the dates indicated.

Signature               Title                                  Date


/s/ Robert M. Rubin     Chairman of the Board, Chief           November 29, 2002
--------------------    Executive Officer and Director
Robert M. Rubin




/s/ C. Dean McLain      Executive Vice President and           November 29, 2002
------------------      Director
C. Dean McLain



/s/ David M. Barnes     Vice President--Finance and Chief      November 29, 2002
--------------------    Financial and Chief Accounting
David M. Barnes         Officer and Director



/s/ Howard Katz         Director                               November 29, 2002
-------------------
Howard Katz


/s/ Seymour Kessler     Director                               November 29, 2002
-------------------
Seymour Kessler


/s/ Allen Perres        Director                               November 29, 2002
-------------------
Allen Perres

/s/ Michael Metter      Director                               November 29, 2002
-------------------
Michael Metter


<PAGE>
                               EXHIBIT 99.2


         I, Robert M. Rubin, certify that:

     1. I have  reviewed  this  annual report on Form 10-K/A of American  United
Global, Inc.;

     2. Based on my  knowledge,  this annual  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 annual  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  annual  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 annual report (the "Evaluation Date"); and

          (c)  Presented  in  this  annual  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
annual 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: November 29, 2002                             -------------------------
                                                     Robert M. Rubin
                                                     Chief Executive Officer


<PAGE>

         I, David M. Barnes, certify that:

     1. I have  reviewed  this  annual report on Form 10-K/A of American  United
Global, Inc.;

     2. Based on my  knowledge,  this annual  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 annual  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  annual  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 annual report (the "Evaluation Date"); and

          (c)  Presented  in  this  annual  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
annual 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: November 29, 2002                             -------------------------
                                                     David M. Barnes
                                                     Chief Financial Officer

<PAGE>

      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 Annual
Report of American  United  Global,  Inc. on Form 10-K/A for the year ended July
31, 2002 fully complies with the requirements of Section 15(d) of the Securities
Exchange Act of 1934 and the information contained in such Annual Report on Form
10-K/A fairly  presents,  in all material  respects the financial  condition and
results of operations of American United Global, Inc.


                                                     /s/ Robert M. Rubin
Date: November 29, 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 Annual
Report of American  United  Global,  Inc. on Form 10-K/A for the year ended July
31, 2002 fully complies with the requirements of Section 15(d) of the Securities
Exchange Act of 1934 and the information contained in such Annual Report on Form
10-K/A fairly  presents,  in all material  respects the financial  condition and
results of operations of American United Global, Inc.


                                                     /s/ David M. Barnes
Date: November 29, 2002                             -------------------------
                                                     David M. Barnes
                                                     Chief Financial Officer

<PAGE>



  EXHIBIT LIST

3.1   Certificate of Incorporation of Registrant.(1)

3.1.2 Amended Certificate of Incorporation (4)

3.2   By-laws of Registrant. (2)

4.1   Specimen Certificate of Common Stock. (3)

4.2   Deleted

4.3   2001 Stock Option Plan (4)

21    Subsidiaries of AUGI*.

99.1  Promissory Note dated May 17, 2002. (5)

99.2  Certification of Chief Financial Officer and Chief Executive Officer

99.3  Western  Form 10K/A2 for the fiscal year ended July 31, 2002 as filed on
      November 29, 2002  (6)


     (1) Included with the filing of AUGI's  Registration  Statement on Form S-1
on October 18,  1991,  as amended by Amendment  No. 1, dated  December 18, 1991,
Amendment No. 2, dated January 9, 1990,  Amendment No. 3, dated January 24, 1992
and Amendment No. 4, dated January 28, 1992.

     (2) Filed as an Exhibit to the Definitive Proxy Materials of Alrom Corp., a
New York corporation (AUGI's predecision), as filed on December 10, 1991.

     (3) Filed as an Exhibit to the  Company's  Registration  Statement  on Form
S-18  (Registration  No.  3303330  81-NY) and  incorporated  herein by reference
thereto.

     (4) Filed as an Exhibit to AUGI's  Definitive Proxy Materials,  as filed on
July 2, 2001.

     (5) Filed as an Exhibit to AUGI's Form 8-K dated May 31, 2002.

     (6) Filed as an exhibit to this Form 10-K/A *


     * Filed herewith


     EXHIBIT 21 - List of Subsidiaries.

 Western Power and Equipment, Corp.  Minority ownership of 36%.

 Superior Ventures, Corp.

*Connectsoft, Inc.

*Connectsoft Communications, Corp.

*Exodus Technologies, Inc.

*InterGlobe Networks, Inc.

*CS Holdings, Inc.


* Operations have been discontinued but the corporation has not been dissolved.