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American United Global Announces Signing of Letter of Intent with Russian Oil and Gas Company.


KIRKLAND, Wash. -- American United Global, Inc. (Pink Sheets:AUGB) announced here today that it has entered into a non-binding Memorandum of Understanding A Memorandum of Understanding (MoU) is a legal document describing a bilateral or multilateral agreement between parties. It expresses a convergence of will between the parties, indicating an intended common line of action and may not imply a legal commitment.  (the "MOU (Minutes Of Usage) A metric used to compute billing and/or statistics for telephone calls or other network use. ") with Southern Gas Company ("Southern Gas"), a limited liability company incorporated in Russia and based in Moscow.

Through its subsidiaries and affiliates Southern Gas owns 100% of a company that operates a 3.5 mile gas pipeline between Rostov, Russia and the Ukraine, 100% of a well extraction equipment supply company, and a minority interest in an extraction company in Russia. Southern Gas advises that it controls approximately 17.5 billion cubic meters Noun 1. cubic meter - a metric unit of volume or capacity equal to 1000 liters
cubic metre, kiloliter, kilolitre

metric capacity unit - a capacity unit defined in metric terms
 of natural gas reserves and currently operates thirteen income producing gas wells and that annual revenues are approximately $35,000,000.

The MOU contemplates a reverse acquisition under the terms of which AUGB will issue approximately 33.0 million shares of its common stock (to represent not less than 70% of the fully-diluted AUGB common stock) to the equity owners of Southern Gas in consideration for 100% of the equity in Southern Gas and subsidiaries. Assuming the issuance of 33.0 million AUGB shares to the Southern Gas equity owners, the holders of AUGB securities prior to the transaction will effectively retain on the closing date not more than 14.0 million common shares on a fully diluted di·lute  
tr.v. di·lut·ed, di·lut·ing, di·lutes
1. To make thinner or less concentrated by adding a liquid such as water.

2. To lessen the force, strength, purity, or brilliance of, especially by admixture.
 basis.

It is the intention of the parties to enter into a definitive purchase agreement and consummate the transaction by December 31, 2004. Consummation of the transaction is subject to a number of conditions, including:

--Southern Gas acquiring the balance of the ownership of the extraction company so that it will be the sole shareholder of that entity at the closing;

--completion of a satisfactory due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired.  investigation by both parties;

--delivery of audited consolidated financial statements Consolidated Financial Statements

The combined financial statements of a parent company and its subsidiaries.

Notes:
Because consolidated financial statements present an aggregated look at the financial position of a parent and its subsidiaries, they enable you to gauge
 of Southern Gas for the two years ended December 31, 2003 and the nine months ended September 30, 2004;

--total debt and contingent liabilities Contingent Liability

1. The possibility of an obligation to pay certain sums dependent on future events.

2. Defined obligations by a company that must be met, but the probability of payment is minimal.

Notes:
1.
 of AUGB, excluding any liabilities that may be indemnified against in a manner satisfactory to Southern Gas, shall not exceed $100,000; and

--approval by the AUGB stockholders.

In a related transaction, AUGB has established a special purpose joint venture acquisition company with Vertex Capital Corporation to acquire the equity of Southern Gas. AUGB owns 78.6% and Vertex owns 21.4% of the equity of the new joint venture entity, with either party having the right to cause the Vertex equity to be exchanged for 3.5 million AUGB shares upon completion of the Southern Gas acquisition. Principals of Vertex have made the introductions and are facilitating the Southern Gas transaction, including payment of certain transaction expenses.

AUGB has re-applied to relist its common stock on the Over the Counter Bulletin Board and anticipates that its common stock will resume trading there in September.

Disclaimer

This news release contains forward-looking statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
 as defined by the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that 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 with the Securities and Exchange Commission. All readers are encouraged to review the Form 8-K Form 8-K

The form required by the SEC when a publicly held company incurs any event that might affect its financial situation or the share value of its stock.


Form 8-K

See 8-K.
 that will be filed in connection with the transaction discussed above and which will outline risk factors including deal terms and other relevant items. 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, the companies disclaim dis·claim  
v. dis·claimed, dis·claim·ing, dis·claims

v.tr.
1. To deny or renounce any claim to or connection with; disown.

2. To deny the validity of; repudiate.

3.
 any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof.
COPYRIGHT 2004 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2004, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Aug 16, 2004
Words:649
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