Solar Thin Films, Inc. – ‘8-K’ for 3/8/04

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Current Report   —   Form 8-K
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Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report -- augirecission8k                      9     54K 
 2: EX-2.1      Recission Agreement                                    3     20K 

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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported) March 8, 2004

AMERICAN UNITED GLOBAL, INC.
(Exact name of registrant as specified in its charter)

  Delaware                     000-19404                95-4359228
 (State or other                (Commission              (IRS Employer
jurisdiction of incorporation)       File Number)                ID No.)        

11108 NE 106TH PLACE, KIRKLAND WASHINGTON                         98033   
(Address of principal executive offices)                      (zip code)

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

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Safe Harbor  Statement  under the Private  Securities  Litigation  Reform Act of
1995:                                                                           

This Form 8-K  contains  forward-looking  statements  as defined by the  Private
Securities  Litigation Reform Act of 1995.  Forward-looking  statements  include
statements concerning plans,  objectives,  goals,  strategies,  future events or
performance,  and underlying  assumptions and other  statements  which are other
than  statements  of  historical   facts.   These   statements  are  subject  to
uncertainties  and risks  including,  but not  limited  to,  product and service
demand and acceptance, changes in technology, economic conditions, the impact of
competition and pricing,  government regulation, and other risks defined in this
document and in statements  filed from time to time by American  United  Global,
Inc.  with the  Securities  and Exchange  Commission.  All such  forward-looking
statements,  whether  written or oral,  and whether  made by or on behalf of the
companies,  are expressly  qualified by the cautionary  statements and any other
cautionary  statements which may accompany the  forward-looking  statements.  In
addition,  American United Global,  Inc.  disclaims any obligation to update any
forward-looking  statements to reflect  events or  circumstances  after the date
hereof.                                                                         

ITEM 2:  DISPOSITION OF ASSETS                                                  

Background                                                                      

On June 16, 2003,  American  United  Global,  Inc.,  Delaware  corporation  (the
"Company"),  Lifetime Acquisition Corp., a Delaware corporation and wholly owned
subsidiary of the Company  ("Merger  Sub"),  and Lifetime  Healthcare  Services,
Inc., a Delaware corporation ("Lifetime"),  entered into an Amended and Restated
Agreement and Plan of Merger (the "Merger Agreement").  The Merger Agreement was
approved  by the  board of  directors  of each of the  Company,  Merger  Sub and
Lifetime on June 13, 2003 and by the  stockholders of Lifetime and Merger Sub on
June 13, 2003.                                                                  

Prior  to  the  Merger,   the  Rubin  Family   Irrevocable   Stock  Trust  owned
approximately  77.6% of the shares of the common stock, par value $.01 per share
(the "Company Common Stock"), of the Company.                                   

On June 17, 2003, the Company,  through Merger Sub, acquired 100% of the capital
stock of Lifetime.  Pursuant to the Merger Agreement, Merger Sub was merged with
and into Lifetime,  with Lifetime continuing as the surviving corporation of the
Merger and a wholly-owned subsidiary of the Company.                            

At the time of the  Merger,  Lifetime  was a holding  company  whose  only asset
consisted  of  its  ownership  of 55% of the  outstanding  capital  stock  of NY
Medical,  Inc.,  a New York  corporation  ("NY  Medical"),  acquired by Lifetime
immediately prior to the consummation of the Merger (see below).                

In connection with the Merger, the Company issued an aggregate of 467,500 shares
of its newly  authorized  and  designated  B-2 Preferred to the former  Lifetime
stockholders.  Each  share of the B-2  Preferred  was  convertible,  on or after
December 17, 2003 (or earlier upon the occurrence of certain specified  events),
into 20 shares of Company Common Stock,  or an aggregate of 9,350,000  shares of
Company Common Stock if all shares of B-2 Preferred were converted.             

In contemplation of the Merger Agreement,  the Company declared a stock dividend
on the  Company  Common  Stock with a record  date of June 10,  2003.  The stock
dividend took the form of the issuance of 232,500 shares of the Company's  newly
authorized  and  designated  Series B-3  Convertible  Preferred  Stock (the "B-3
Preferred")  to the holders of the Company  Common Stock on the record date on a
pro rata basis.  Each share of the B-3  Preferred  is  convertible,  on or after
December 17, 2003 (or earlier upon the occurrence of certain specified  events),
into 20 shares  of  Company  Common  Stock.  The  shares  of B-3  Preferred  are
convertible  at the  option  of the  holder  of  such  share  or  pursuant  to a
resolution  in  favor  thereof  by  the  board  of  directors  of  the  Company.
Accordingly,  an aggregate of 4,650,000  shares of Company Common Stock would be
issued to the Company's record holders of the B-3 Preferred if all shares of B-3
Preferred are converted.                                                        

Immediately   prior  to  the  consummation  of  the  Merger  and  the  Company's
acquisition  of  Lifetime,  Lifetime  acquired  55% of the  capital  stock of NY
Medical pursuant to a Stock Purchase Agreement, dated March 21, 2003, as amended
(the "NY Medical Stock Purchase Agreement").  NY Medical provides facilities and
management  services for various medical  practices which specialize in areas of
neurology, orthopedics, psychiatry and internal medicine. The selling NY Medical
stockholder was Redwood Investment Associates, L.P. ("Redwood"), an affiliate of
Dr. Jonathan Landow, the President and Chief Executive Officer of NY Medical.   

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Under the terms of the NY Medical Stock Purchase  Agreement,  Lifetime issued to
Redwood a $5,500,000 principal amount 6% convertible note (the "Lifetime Note"),
of  which  $2,000,000  is due and  payable  on or  before  March  22,  2004.  In
connection with the Merger, the Company unconditionally  guaranteed the Lifetime
Note.  The  balance  of  the  Lifetime  Note  is  payable  in  seven   quarterly
installments of $500,000 each, commencing July 1, 2004 and is convertible at the
option of the holder into shares of Company  Common Stock at a conversion  price
of $4.00 per share.  Each principal  installment  due under the Lifetime Note is
also subject to mandatory  conversion in the event that the closing price of the
Company  Common Stock equals or exceeds $4.80 per shares for the 30  consecutive
trading  days  ending  the last  trading  day prior to the  subject  installment
payment  date.  In addition to the Lifetime  Note,  the Company also  guaranteed
payment by NY Medical of a separate  $4,662,830  principal amount 6% Amended and
Restated Senior  Subordinated Term Loan Promissory Note of NY Medical,  dated as
of June 16, 2003 and payable to Tracy Landow, as assignee of Dr. Jonathan Landow
(the "Landow Note").                                                            

Under the terms of a certain Closing  Agreement  dated June 16, 2003,  among the
Company,   Lifetime,   Dr.  Jonathan  Landow,   Tracy  Landow,   certain  former
stockholders of Lifetime,  the Rubin Family  Irrevocable Stock Trust (the record
owner of approximately 77.6% of the outstanding Company Common Stock at the time
of the Merger) and Robert M. Rubin (the "Closing Agreement"), the Company agreed
to pay at least  $3,662,830 of principal and all accrued  interest due under the
Landow Note by October 17, 2003.  The Closing  Agreement  also provides that if,
for any reason, the Company and/or Lifetime is unable to pay at least $3,662,830
of principal  and all accrued  interest due under the Landow Note by October 17,
2003 (subject  only to the potential  deferral of $500,000 of such amount for up
to six months) and/or pay the Landow Note in full and an aggregate of $2,000,000
in principal  amount of the Lifetime Note by March 22, 2004  (collectively,  the
"Payment  Events"),  a "Default Event" will be deemed to have occurred.  In such
event,  Dr.  Landow has the right to cause the  Company  to engage  the  service
occurred. In such event, Dr. Landow has the right to cause the Company to engage
the services of an investment banker to sell NY Medical at the highest available
price and (subject to the Company's  receipt of an opinion from such banker that
the terms of sale are fair,  from a  financial  point of view,  to the  Company,
Lifetime and the Company's  stockholders,  giving effect to the NY Medical Stock
Purchase  Agreement  and the  Closing  Agreement)  may  compel  the  Company  to
consummate such sale.                                                           

Pending  consummation  of the Payment  Events or forced sale of NY Medical,  the
parties to the Closing Agreement agreed                                         

o    upon certain  mutual  covenants in respect of the activities of the Company
and the operation and control of the NY Medical business,             

o    that Redwood  would have the right to nominate two persons to  constitute a
    majority of the board of directors of each of NY Medical and Lifetime, and

o    that the  board of  directors  of the  Company  would be  reconstituted  to
     consist of five persons;  Robert M. Rubin and another person  acceptable to
     him,  two  nominees  of  Redwood,  and a fifth  independent  director to be
mutually acceptable to each of Mr. Rubin and Redwood.                 

Mr. Rubin  remained on the Company  board of directors  and  designated  C. Dean
McLain as his  additional  designee  on the  Company's  board of  directors  and
Messrs. David Barnes,  Michael Metter and Howard Katz were asked to tender their
resignations  as  directors,  and  Messrs.  Barnes  and  Metter  tendered  their
resignations. In addition, Dr. Jonathan Landow, Stuart B. Fause and John F. Good
were  nominated and elected to the Company board of directors  with the approval
of Messrs. Rubin and McLain.                                                    

The  Closing  Agreement  also  provided  that in the  event a forced  sale of NY
Medical  were to occur,  the  proceeds  of such  sale  would be  applied  in the
following order of priority:                                                    

     -    to pay transaction costs (other than the fairness opinion, which is to
be paid by the Company);                                    

     -    to pay  all  indebtedness  of NY  Medical  (other  than  approximately
$1,500,000 of NY Medical indebtedness owed to the Company); 

  -    to pay all obligations under the Landow Note and the Lifetime Note;

-    to pay the costs of the fairness opinion; and                    

-    to the Company, to the extent of any remaining net proceeds.     

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To the extent that all  obligations  under the Landow Note and the Lifetime Note
are not paid in full out of the  proceeds  of the NY Medical  forced  sale,  the
Company was to be liable for any unpaid balance due within six months  following
such sale.  The  Company  will,  however,  have the right to demand and  receive
payment from NY Medical on any unpaid  amount due on the  Company's  loans to NY
Medical in the principal aggregate amount of $1,500,000 (see below).            

The  Company,  as the parent  company of  Lifetime,  also  entered into a shares
exchange agreement (the "Share Exchange Agreement") to acquire the remaining 45%
of the  outstanding  capital  stock of NY  Medical  from  the New  York  Medical
Employee   Stock   Ownership  Plan  and  Trust  (the  "ESOP")  in  exchange  for
approximately $4,500,000 of the Company's convertible preferred stock.          

During 2003, the Company lent to Lifetime (which,  in turn, loaned such funds to
NY Medical) and NY Medical an aggregate of $1,500,000, which NY Medical has used
primarily for working capital  purposes and to reduce NY Medical's  indebtedness
to DVI. The $1,500,000 of Company loans were  consolidated and are now evidenced
by NY  Medical's  6% note to the Company  due as to  principal  and  interest on
January 2, 2004 and secured by a lien and security interest on all of the assets
and properties of NY Medical, which lien and security interest is secondary only
to the liens held by DVI or any substitute senior secured lender.               

On June 17,  2003,  the Company  received an  aggregate  of  $1,350,000  (net of
selling  commissions)  in  connection  with the sale of  $1,500,000 in aggregate
principal  amount of 10%  convertible  notes due March 2004 (the "Bridge Notes")
through Vertical Capital Partners, a member of the NASD. Robert DePalo, a former
officer of Lifetime and  affiliate  of a former  Lifetime  stockholder,  is also
affiliated with Vertical Capital Partners.  The principal and interest due under
the Bridge Notes are convertible  into Company Common Stock at any time at $1.00
per share.  In addition,  the  purchasers of the Bridge Notes received five year
warrants to purchase an aggregate of 1,000,000  shares of Company  Common Stock;
provided,  that if the  principal  and  interest due under Bridge Notes have not
been paid in full by  October  17,  2003,  the  number of shares  issuable  upon
exercise of the warrants will increase to 1,250,000 shares, and increase further
to an  aggregate  of  1,500,000  shares in the event that,  for any reason,  the
Bridge  Notes have not been paid in full by January 17,  2005.  The warrants are
exercisable at the price of $0.75 per share.  The Company  utilized an aggregate
of approximately  $650,000 of the net proceeds from the sale of the Bridge Notes
to increase its  outstanding  loans to Lifetime and NY Medical from  $850,000 to
$1,500,000. The Company secured the Bridge Notes by assigning to the holders its
lien and security interest on the assets of NY Medical.                         

Subsequent Events;  Rescission of Lifetime Merger and NY Medical Acquisition and
Related Transactions                                                            

Following its June 2003 acquisitions of Lifetime and 55% of the capital stock of
NY Medical,  the Company  attempted  to  consummate  a private  placement of its
securities  in order to raise  approximately  $5.7  million to pay $2.0  million
principal  amount of the  Lifetime  Note and retire the Landow  Note in order to
satisfy  both of the  October  17,  2003  "Payment  Events"  under  the  Closing
Agreement with the former  principal owner of NY Medical and its affiliates.  In
October  2003,  Dr.  Landow,  acting on behalf of NY Medical,  Tracy  Landow and
Redwood,  extended  the due date to satisfy the Payment  Events to November  17,
2003, in  consideration  for the Company's  extended the due date to satisfy the
Payment  Events  to  November  17,  2003,  in  consideration  for the  Company's
agreement  to extend the due date of the  $1,500,000  NY Medical Note payable to
the Company to January 2, 2005.                                                 

Notwithstanding  the  extension,  the  Company  was  unable  to  consummate  the
requisite  financing by the extended  date,  and in November  2003,  Dr.  Landow
declared a Default  Event.  On  December  5, 2003,  written  notice of a special
telephonic  meeting of the board of directors to be held on Monday,  December 8,
2003 was  transmitted  by Messrs.  Landow,  Fause and Good to Messrs.  Rubin and
McLain;  the  purpose of which  special  meeting,  among  other  things,  was to
consider a possible rescission of the acquisition of 55% of the capital stock of
NY Medical by the Company and the transactions  relating thereto. On December 8,
2003, a telephonic meeting of the board was convened.  As a result of such board
meeting,  minutes were prepared and executed by Messrs.  Landow, Fause and Good,
and on December 9, 2003, a  rescission  agreement  among the  Company,  Lifetime
Acquisition  Corp.,  Lifetime,  NY Medical,  Redwood  and the ESOP,  dated as of
December 9, 2003 (the "Rescission  Agreement") was entered into and delivered to
counsel to the Company and Messrs. Rubin and McLain.                            

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Under the terms of such Rescission Agreement:                                   

o    the Merger, Lifetime Merger Agreement and all related Merger Documents were
     cancelled and  rescinded  and rendered  null and void,  ab initio,  for all
purposes, including for tax purposes;                                 

o    the NY Medical Stock Purchase  Agreement,  the acquisition of capital stock
     of NY Medical and all  transactions  relating  thereto were  cancelled  and
     rescinded  and  rendered  null  and  void,  ab  initio,  for all  purposes,
including for tax purposes;                                           

o    the Share  Exchange  Agreement  between  the  Company  and the ESOP and all
     transactions  relating  thereto were  cancelled  and rescinded and rendered
     null and void, ab initio, for all purposes, including for tax purposes; and

o    in order to enable the  Company to repay the $1.5  million of Bridge  Notes
     owed to certain  investors in March 2004, NY Medical agreed under the terms
     of the  Rescission  Agreement  that "the NY Medical  Note shall be modified
     such  that  all  principal  and  interest  thereunder  shall be due from NY
     Medical to AUGI on March 30, 2004." In consideration of such  modification,
     the  Rescission  Agreement  permits NY Medical  or its  representatives  to
     communicate  directly  with the holders of the Bridge Notes for the purpose
     of,  among other  things,  negotiating  an  alternative  mechanism  for the
payment of the Bridge Notes.                                          

Subsequent  to  December 9, 2003,  Mr.  Rubin  objected to the  December 8, 2003
Company board of directors meeting and the Rescission Agreement for a variety of
reasons, including, the alleged failure to properly convene such meeting or have
a valid  quorum of  directors  present.  On December  12,  2003,  counsel for NY
Medical and Redwood commenced a lawsuit against the Company, Lifetime, Robert M.
Rubin,  Kenneth  Orr and  Robert  DePalo  in the New York  State  Supreme  Court
seeking,  among other  things to declare the  Rescission  Agreement as valid and
effective  and  also  seeking   monetary  damages  against  the  defendants  for
fraudulent  inducement,  unjust  enrichment  and breach of fiduciary  duties and
breach of contract. The Company and its counsel believe that the suit is totally
without  merit  and  that  the  Company  has a  number  of  valid  defenses  and
counterclaims against Dr. Landow and NY Medical.                                

Since late December 2003, the parties have been holding  discussions with a view
toward  settling the dispute,  and the defendants in the above  litigation  have
been granted extensions to answer or otherwise plead.                           

On March 8,  2004,  corporate  counsel  to the  Company  advised  counsel  to NY
Medical,  Redwood and its affiliates that each of the Company and Messrs.  Rubin
and  McLain,  as  members  of  the  board  of  directors  of  the  Company  have
reconsidered  their position and that they agree with NY Medical,  Redwood,  Dr.
Landow, Tracy Landow and the ESOP that:                                         

o    effective as of December 9, 2003, the Merger, Lifetime Merger Agreement and
     all  related  Merger  Documents  are  null and  void,  ab  initio,  for all
purposes, including, without limitation, for tax purposes;            

o    effective as of December 9, 2003, the NY Medical Stock Purchase  Agreement,
     the  acquisition  of  capital  stock  of NY  Medical  and all  transactions
     contemplated  thereby  are null and  void,  ab  initio,  for all  purposes,
including, without limitation, for tax purposes; and                  

o    effective as of December 9, 2003, the Share Exchange  Agreement between the
     Company and the ESOP and all transactions contemplated thereby are null and
     void, ab initio, for all purposes,  including,  without limitation, for tax
purposes; and                                                         

o    all principal  amount of and accrued interest on the NY Medical Note is, in
     fact,  due and  payable on March 30,  2004,  and NY Medical  shall have the
     right to communicate  directly with the holders of the Bridge Notes for the
     purpose of, among other things,  negotiating an  alternative  mechanism for
the payment of the Bridge Notes.                                      

The  Company's  counsel's  letter  did not  condition  acceptance  of the  above
arrangements upon a dismissal or voluntary settlement of the pending litigation,
but rather  requested that NY Medical or its counsel advise as to mechanisms for
NY Medical to (a) communicate  with the holders of the Bridge Notes,  (b) effect
full payment on March 30, 2004 of the NY Medical Note,  and (c) return the stock
certificates and other documents to effect the transactions  contemplated by the
Rescission  Agreements.  To date,  neither the Company nor its counsel have been
formally contacted by NY Medical or its counsel concerning such matters.        

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As a  result  of  the  consummation  of  the  transactions  contemplated  by the
Rescission Agreement:                                                           

o    55% of the capital  stock of NY Medical will be returned to Redwood and the
proposed Share Exchange with the ESOP will be cancelled;              

o    the Lifetime  Merger is cancelled and rescinded,  and all shares of Company
     Series B-2 Preferred  Stock issued to the former  stockholders  of Lifetime
     are  rendered  null and void,  without  any  further  value or rights,  and
returned to the treasury of the Company for cancellation;             

o    all  stock  options  issued to Dr.  Landow,  Joseph  Ciavarella,  directors
     designated by Dr. Landow and other  employees of NY Medical are  cancelled;
and                                                                   

o    effective as of December 9, 2003 each of Dr. Landow,  Stuart Fause and John
     Good is deemed to have  resigned as a member of the board of  directors  of
     the Company or otherwise  removed as a member of such board of directors by
     The Rubin Family  Irrevocable Stock Trust, as the principal  stockholder of
the Company.                                                          

o    the Company  cancelled  options to purchase an aggregate  of  approximately
2,100,000 shares of Company Common Stock;                             

o    the Company cancelled the 467,500 shares of B-2 Preferred Stock convertible
     into an aggregate of  9,350,000  shares of Company  Common Stock which were
issued to the former stockholders of Lifetime; and                    

o    the Company cancelled the $5,500,000 Landow Note.                          

Effect of the Rescission of the NY Medical and Related Transactions.            

As at the date of this filing,  the Company is in default in payment of the $1.5
million of Bridge  Notes that were due and payable on March 17,  2004.  On March
30, 2004, the $1.5 million of NY Medical Notes are due and payable;  which notes
and the  Company's  subordinated  security  interest in the assets of NY Medical
have been  assigned to the  holders of the Bridge  Notes.  It is  expected  that
representatives  of the  Company  and  NY  Medical  will  attempt  to  negotiate
extensions of such  obligations or otherwise enter into compromise  arrangements
with the  holders of the Bridge  Notes.  The Company  has been  advised  that NY
Medical is currently  negotiating  to  refinance  its  indebtedness  owed to DVI
Business  Credit Corp.  ("DVI"),  the senior secured lender to NY Medical,  that
holds a first  priority  lien and  security  interest on all of the assets of NY
Medical.                                                                        

In the event that NY Medical does not successfully  refinance its obligations to
DVI,  or should  either the Company or the  holders of the Bridge  Notes  demand
payment  of the NY  Medical  Note  and seek to  foreclose  on the  assets  of NY
Medical, it may be expected that DVI will foreclose on its priority lien on such
NY Medical assets.  In such event it is probable that neither the holders of the
Bridge Notes nor the Company will receive significant net proceeds, if any, from
the liquidation of the collateral.                                              

The Company's cash position as at March 15, 2004 is less than $300,000. Inasmuch
as the Company no longer owns NY Medical or any other operating business, in the
event that any of the  holders of the  Bridge  Notes seek to sue the  Company to
collect  the  same,  the  Company  will be  unable  to pay  such  Bridge  Notes.
Accordingly,  the Company would not be able to continue as a going concern,  and
may be required to seek  protection  from its creditors  under Chapter 11 of the
Federal Bankruptcy Act.                                                         

Management of the Company  Subsequent to the  Rescission of the Lifetime  Merger
and NYMI Acquisition                                                            

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The following table sets forth information with respect to directors,  executive
officers  and key  employees  of the  Company as of the filing date of this Form
8-K.                                                                            

Name (1)                       Age                       Position     
--------                      ---                        --------     

Robert M. Rubin                    63     Chairman of the Board of Directors    
                               and Chief Executive Officer

C. Dean McLain                     49     Executive Vice President and Director 

David M. Barnes                    61     Chief Financial Officer and Director  

Howard Katz  (1)                   62     Director                              
_______________________________                                                 

(1)  Mr. Katz'  resignation  as a director of the Company has been requested but
 as at the date of this Form 8-K such resignation has not been received.

ROBERT M. RUBIN.  Mr. Rubin has served as the Chairman of the Company's Board of
Directors since May 1991, and was its 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 the Company and its
subsidiaries;  from  January  1, 1994 to January  19,  1996,  he served  only as
Chairman of the Board of the Company and its subsidiaries. From January 19, 1996
to the present,  Mr. Rubin served as 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,  when the business was sold to Olsten  Corporation  (NYSE).  Mr. Rubin
continued as a director of SCI until the latter part of 1987.  Mr. Rubin is also
a Director of Western Power and Equipment  Corp.  ("Western").  The Company owns
approximately  13% of the  outstanding  common  stock of Western (see "Item 5 --
Pending  Sale of  Assets").  Mr.  Rubin was a director  of  Med-Emerg,  Inc.,  a
publicly  held  Canadian  management  company for hospital  emergency  rooms and
outpatient  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.                                              

C. DEAN MCLAIN. Mr. McLain has served as the Company's  Executive Vice President
since March 1, 1993, as a director since March 7, 1994, and President of Western
Power and  Equipment  Corp.  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 the Company's business.                  

DAVID M. BARNES.  Mr. Barnes has served the Company's  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.           

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  company  based in New York City that  engages  in  advanced
technology and software development.                                            

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Description of Outstanding Securities                                           

Series B-3 Preferred Stock                                                      

In June 2003,  the Company  declared a stock dividend on a pro rata basis to all
holders of record of its issued and  outstanding  shares of Company Common Stock
of an aggregate of 232,500 shares of the Company's  newly  designated  shares of
Series B-3  Preferred  Stock,  par value $0.01 per share (the "B-2  Preferred").
Each shares of the B-3 Preferred is  convertible  into twenty (20) shares of the
Company Common Stock, or an aggregate of 4,650,000 such shares of Company Common
Stock,  if fully  converted,  subject to  equitable  adjustment  in the event of
splits, dividends, consolidations or recapitalizations affecting the outstanding
Company Common Stock. The conversion may be effectuated:                        

-    at the election of the holder at any time after December 17, 2003, or      

-    by the Company on a mandatory  conversion  basis, upon the earlier to occur
     of either (i) any date  subsequent  to  December  17,  2003,  pursuant to a
     resolution in favor thereof by the  Company's  board of directors,  or (ii)
     immediately  prior to any event that involves either a change of control of
the Company or the sale of all or substantially all of its assets.    

Except as otherwise  required by law, the B-3 Preferred shall be voted together,
and not as a separate class,  with the shares of Company Common Stock, on an "as
converted"  basis  pursuant  to the  conversion  rate then in effect for the B-3
Preferred.                                                                      

In the event that the Company  shall  declare  and issue a dividend,  distribute
assets upon liquidation,  dissolution,  winding-up or otherwise,  the Series B-3
shall rank senior and prior to the Company  Common  Stock and any other class or
series of capital  stock of the Company  then  outstanding,  except that the B-3
Preferred shall rank junior to the Series B-1 Preferred Stock and in parity with
the Series B-2  Preferred  Stock or any other  class or series of capital  stock
which by its specifically provides for equal rank with the B-3 Preferred.       

Each share of B-3  Preferred  shall not  entitle its holder to a fixed or stated
dividend,  except that if any dividend or  distribution  of any kind is declared
and made to the  holders  of the  Company  Common  Stock,  the holder of the B-3
Preferred  shall be entitled to receive any such dividend or  distribution as if
the B-3 Preferred had been converted.                                           

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ITEM 7.  EXHIBITS                                                               

2.1  Rescission  Agreement  dated as of  December  9, 2003  among  the  Company,
Lifetime, NY Medical and the ESOP.                                    

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunder duly authorized.                                          

                                                    AMERICAN UNITED GLOBAL, INC.

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

March 22, 2004                                                                  

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		1/17/05		4
		1/2/05		4
		7/1/04		3
		3/30/04		5		6
Filed on:		3/22/04		3		9
		3/17/04		6
		3/15/04		6
For Period End:		3/8/04		1		5
		1/2/04		4
		12/17/03		2		8
		12/12/03		5
		12/9/03		4		9
		12/8/03		4		5
		12/5/03		4
		11/17/03		4					10-Q,  8-K
		10/17/03		3		4
		6/17/03		2		4			8-K,  8-K/A
		6/16/03		2		3			3,  4,  NT 10-Q
		6/13/03		2
		6/10/03		2
		3/21/03		2					10-Q
		7/31/98		7					10-K,  NT 10-K
		11/8/96		7
		5/15/96		7
		4/15/96		7
		1/19/96		7
		3/7/94		7
		1/1/94		7
		6/1/93		7
		3/1/93		7
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