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Non-Tech : Am.United Global, Inc. (AUGI) -- Ignore unavailable to you. Want to Upgrade?

To: Michael Paul Langley who wrote (1589)	1/9/1998 2:58:00 PM
From: Michael Paul Langley	Read Replies (1) \| Respond to of 2065

From the AUGI's 10-K Nov 13,1997 page 30. Risk Factors Relating to the Company in General Risk of Nasdaq Delisting. On October 13, 1997, the Company was notified by The Nasdaq Stock Market, Inc. ("Nasdaq"), to the effect that the issuance of the Series B-1 convertible Preferred Stock to the Old ConnectSoft stockholders in August 1996 and the private placement of Series B-2 convertible Preferred Stock in the 1997 private placement violated Nasdaq's marketplace Rule 4460(i)(c)(ii) and Rule 4460(i)(d)(1) which, in effect, require shareholder approval for any transactions involving the present or potential issuance of voting securities representing more than 20% of the voting capital stock outstanding immediately before such transaction. The Company believes that neither transaction violated such Nasdaq rules and, based upon an informal meeting with the Nasdaq staff, believes that Nasdaq will not commence delisting proceedings conditioned upon the Company's implementation of certain agreed upon corporate governance procedures for its board of directors and obtaining stockholder ratification of the issuances of such preferred stock at it 1997 annual stockholders meeting scheduled in January 1998. However, there is no assurance that Nasdaq will not commence delisting proceedings or that the Company's continued listing on Nasdaq will not be terminated for other reasons. In such event, the Company's Common Stock would trade on the OTC Electronic Bulletin Board or on another national securities exchange, if application to such exchange is made and accepted. There can be no assurance if the Company is delisted from trading on Nasdaq that its Common Stock will subsequently be accepted for trading on a national securities exchange. In the event of such delisting and the requirement that the Company's Common Stock trade only on the OTC Electronic Bulletin Board, the trading market for such Common Stock and investors liquidity may be materially and adversely affected.