<PAGE>
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A
                                (Amendment No. 3)

(Mark One)

[X]      Annual Report Under Section 13 or 15(d) of the Securities Exchange Act
         of 1934

For the fiscal year ended December 31, 2000.

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 000-28661

                             AUGRID OF NEVADA, INC.
             (Exact name of registrant as specified in its charter)

               Nevada                                   88-0219656
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

                  2275 East 55th Street, Cleveland, Ohio 44103
                    (Address of Principal Executive Offices)

                                  216.426.1589
                (Issuer's Telephone Number, including Area Code)

     The Park Building, 140 Public Square, Suite 200, Cleveland, Ohio 44114
              (Former name, former address and former fiscal year,
                         if changed since last report)

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act: Common Stock

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

Yes [X]                    No [ ]

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-KSB or any
amendment to this Form 10-KSB [X]

State issuer's revenues for its most recent fiscal year:

The approximate aggregate market value of the Common Stock held by
non-affiliates of the registrant, based upon the closing price of the Common
Stock reported on OTCBB was $0.013 as of March 28, 2002.

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 64,364,720 shares of common stock at
March 28, 2002.

Transitional Small Business Disclosure Format (check one):

Yes [ ]           No [X]

                                 AMENDMENT NO. 3

This Amendment No. 3 to the Annual Report on Form 10-KSB of AuGRID of Nevada,
Inc. for the fiscal year ended December 31, 2000 is being filed to amend Part
II, Item 7, to revise the audited financial statements included in Amendment No.
2 to the Form 10-KSB as previously filed. This report also amends Part III, Item
13, to include as an exhibit the required consent of the independent auditing
firm to inclusion of its revised report in this filing.


<PAGE>


                                    PART III

ITEM 7 FINANCIAL STATEMENTS

                          INDEPENDENT AUDITOR'S REPORT

To Shareholders and Board of Directors
AuGRID of Nevada, Inc.

I have audited the accompanying balance sheet of AuGRID of Nevada, Inc. (A
Development Stage Company) as of December 31, 2000, and the related statement of
income, retained earnings and cash flows for the year then ended. These
financial statements are the responsibility of management. My responsibility is
to express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I 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. An audit also includes
assessing the accounting principles used and significant estimates made by
management as well as evaluating the overall presentation of the financial
statements. I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of AuGRID of Nevada, Inc. (A
Development Stage Company) as of December 31, 2000, and the results of its
operations and its cash flows for the year then ended, in conformity with
generally accepted accounting principles.

The accompanying financial statement have been prepared assuming that the
company will continue as a going concern. The company is a development stage
company engaged in the development and marketing of Flat Panel Display. As
discussed in Note 1 of the financial statements, the company's operating losses
since inception and the deficit accumulated during the development stage raise
substantial doubt about its ability to continue as a going concern. Management's
plan concerning these matters are also described in note 1. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainly.

Henry L. Creel & Co., Inc.

June 21, 2001
Revised March 26, 2002


<PAGE>


                             AUGRID OF NEVADA, INC.
                          (A Development Stage Company)

                                  BALANCE SHEET
                             AS OF DECEMBER 31, 2000



                                     ASSETS

CURRENT ASSETS

    Cash                                     $       922
                                             -----------

         Total Current Assets                        922

PROPERTY AND EQUIPMENT (NOTE 1)


    Machinery And Equipment                       68,080
    Furniture And Fixtures                         7,686
    Office Equipment                              14,176
                                             -----------

         Total Property At Cost                   89,942

    Less:  Accumulated Depreciation
           and Amortization                       (9,418)
                                             -----------

    Net Property and Equipment                    80,524
                                             -----------


OTHER ASSETS

    Licensing Agreement ( Note 2)              1,687,907
         Less Amortization                      (583,247)
                                             -----------

    Net Licensing Agreement                    1,104,660
                                             -----------

         Deposits Building Construction           21,341
                                             -----------

         Total Other Assets                    1,126,001
                                             -----------

TOTAL ASSETS                                 $ 1,207,447
                                             ===========


         The accompanying notes are an integral part of this statement.


<PAGE>


                             AUGRID OF NEVADA, INC.
                          (A Development Stage Company)

                                  BALANCE SHEET
                             AS OF DECEMBER 31, 2000


                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

    Account Payable - Trade                                       $    62,336
    Notes Payable to stockholders ( Note 7)                           299,700
                                                                  -----------

         Total Current Liabilities                                    362,036

LONG-TERM DEBT

         Total Long-Term Debt                                             -0-
                                                                  -----------

    Total Liabilities                                                 362,036

STOCKHOLDERS' EQUITY

    Capital Stock

       Preferred Stock $ 0.001 par value 10,000,000 shares
       authorized and 317,500 shares issued and outstanding               318

       Common stock- with $0.001 par value 90,000,000 shares
       authorized; shares outstanding,
       December 31, 2000 - 58,268,469
       December 31, 1999 - 49,889,348
       December 31, 1998 - 46,629,414                                  58,268
    Additional paid in capital                                      3,653,639

    Deficit accumulated during the development stage               (2,866,814)
                                                                  -----------

         Total Stockholders' Equity                                   845,411
                                                                  -----------

TOTAL LIABILITIES AND
    STOCKHOLDERS' EQUITY                                          $ 1,207,447
                                                                  ===========


         The accompanying notes are an integral part of this statement.


<PAGE>


                             AUGRID OF NEVADA, INC.
                          (A Development Stage Company)

                               STATEMENT OF INCOME
                      FOR THE YEAR ENDED DECEMBER 31, 2000

    Net Sales (Note 1)                          $        -0-
    Interest Income                                      524
                                                ------------
       Total Revenue                                     524
                                                ------------

Expenses

    Consultants                                      162,884
    Secretarial Services                              39,542
    Public Relations                                 131,953
    Auto Expense                                      49,205
    Insurance                                          2,888
    Rent                                              19,655
    Repairs & Maintenance                              5,537
    Lease Equipment                                    7,609
    Furniture Lease                                    9,866
    Travel and Lodging                               104,260
    Legal Fees                                        91,855
    Accounting Fees                                   18,301
    Professional Fees                                 24,564
    Miscellaneous Expenses                            44,684
    Computer Expense                                  39,664
    Office Supplies                                    8,426
    Office Expense                                    20,496
    Postage and Delivery                               7,214
    Telephone                                         45,716
                                                ------------
          Total Expenses                             834,319
                                                ------------

Income (Loss) Before Depreciation                   (833,795)
Depreciation                                             -0-
Amortization                                        (337,582)
                                                ------------

Income (Loss) Before Income Taxes                 (1,171,377)

Provision for Income Taxes (Note 2)                      -0-
                                                ------------

       Net Income (Loss)                        $ (1,171,377)
                                                ============

        Basic and Duluted Loss per share                 .01

       Weighted Average Shares Outstanding        58,585,969

         The accompanying notes are an integral part of this statement.


<PAGE>


                             AUGRID OF NEVADA, INC.
                          (A Development Stage Company)

                         STATEMENT OF RETAINED EARNINGS
                             AS OF DECEMBER 31, 2000


Deficit accumulated, March 8 1998 at Merger                        ($  429,352)

Net (Loss) for the Year 1998                     (590,366)

Deficit accumulated, at End of Year 1998                           ($1,019,718)

Net (Loss) for the Year 1999                     (675,719)

Deficit accumulated, at End of Year 1999                            (1,695,437)

Net (Loss) for the Year 2000                   (1,171,377)

Deficit accumulated, at End of Year 2000                            (2,866,814)
                                                                   ===========






         The accompanying notes are an integral part of this statement.


<PAGE>


                             AUGRID OF NEVADA, INC.
                          (A Development Stage Company)

                             STATEMENT OF CASH FLOWS
                             AS OF DECEMBER 31, 2000


CASH FLOWS FROM OPERATING ACTIVITIES

      Net Income (Loss)                                     $(1,171,377)

  Adjustments to reconcile Net Income to
  Net Cash provided by Operating Activities:

      Depreciation and Amortization                             337,582

Changes in Operating Assets and Liabilities Net:

        Increase in Accounts Payable-Trade                       54,426
                                                            -----------

             Net Cash (Used) by Operating Activities           (779,369)

CASH FLOWS FROM INVESTING ACTIVITIES

      Purchase of Equipment                                      (4,955)
      Increase in Deposits Building Construction                (21,341)
      Increase in Deferred Charges                             (987,906)
                                                            -----------

             Net Cash Used in Investing Activities          (1, 014,202)

CASH FLOWS FROM FINANCING ACTIVITIES

      Proceeds from Common Stock Issuance                     1,404,214
      Proceeds from Short-term Notes Payable                    299,700
                                                            -----------

             Net Cash Provided by Financing Activities        1,703,914
                                                            -----------

Decrease in Cash and Cash Equivalents                           (89,657)

Cash and Cash Equivalents at Beginning of Year                   90,579
                                                            -----------

Cash and Cash Equivalents at End of Year                    $       922
                                                            ===========


         The accompanying notes are an integral part of this statement.



<PAGE>



                             AUGRID OF NEVADA, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2000

NOTE 1            ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

                  A. ORGANIZATION

                  AUGRID OF NEVADA, INC., (a Development Stage Company) formed
                  under the laws of the State of Nevada. It is a development
                  stage company whose primary business is a technology
                  development firm specializing in Thin Cathode Ray Tube (TCRT)
                  technology. The company currently has no operating income and
                  , in accordance with SFAS #7 is considered a development
                  Company.

                  B.  BASIS OF PRESENTATION

                  The financial records of the company are maintained on the
                  accrual basis of accounting. The accompanying financial
                  statements have been prepared on the going concern basis which
                  contemplates the realization of assets and the satisfaction of
                  liabilities in the normal course of business in accordance
                  with generally accepted accounting principles.

                  C.  PROPERTY AND EQUIPMENT

                  All property and equipment is stated at cost. The Company
                  provides for depreciation, using the straight line method,
                  over the estimated useful lives of the respective assets, as
                  follows:
                                                                          YEARS
                  Machinery and Equipment         $   68,080                 10
                  Furniture and Fixtures               2,731                 10
                  Office Equipment                    14,176                 10
                                                  ----------
                  Total Property & Equipment      $   84,987
                                                  ==========

                  Major renewals and improvements of property and equipment are
                  capitalized, while replacements, maintenance and repairs which
                  do not improve or extend the lives of the assets are charged
                  against current operations.

                  When property and equipment is disposed of, any gain or loss
                  is included in current operations.

                  D. USE OF ESTIMATES

                  The preparation of financial statements in conformity with
                  general accepted accounting principles require management to
                  make estimate and assumptions that affect the reported amounts
                  of assets and liabilities at the date of the financial
                  statement and the reported amounts of revenue and expenses
                  during the reported period. Actual results could differ from
                  those estimates.


<PAGE>


                             AUGRID OF NEVADA, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2000

NOTE 1            ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
                   ( CONTINUED )

                  E.  GOING CONCERN

                  The company's financial statements are prepared using the
                  generally accepted accounting principles applicable to a going
                  concern, which contemplates the realization of assets and
                  liquidation of liabilities in the normal course of business.
                  However, the Company has no current source of revenue. Without
                  realization of additional capital, it would be unlikely for
                  the Company to continue as a going concern. The financial
                  statements do not include any adjustments relating to the
                  recoverability and classification of recorded assets or the
                  amount and classification of liabilities which might be
                  necessary should the company continue as a concern. The
                  Company's continuation as a going concern is dependent upon
                  its ability to generate sufficient cash flows to meet its
                  obligations on a timely basis, to obtain additional financing
                  as may be required, and ultimately to attain successful
                  operations. It is management's plan to begin producing sales
                  in mid 2002.

                  F. RESEARCH AND DEVELOPMENT EXPENSE

                  The company's policy relating to research and development and
                  patent development cost are expensed when incurred except R&D
                  machinery, equipment, and facilities which have alternative
                  future uses either in R&D activities or otherwise. Machinery,
                  equipment and facilities, which have alternate future uses
                  should be capitalized. All expenditures in conjunction with an
                  R&D project, including personnel cost, materials, equipment,
                  facilities, and intangibles, for which the company has no
                  alternative future use beyond the specific project for which
                  the items were purchased, are expensed.

                  G. REVENUE RECOGNITION

                  The company has no current source of Revenue.


<PAGE>


                             AUGRID OF NEVADA, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2000

NOTE 2            LICENSING AGREEMENT

                  The company has an agreement with CeraVision Limited.
                  CeraVision has developed and is developing certain technology
                  relating to ceramic-based field emission flat screen displays
                  and hold certain patent applications and other intellectual
                  property rights in relation to such technology and in relation
                  to manufacturing processes and equipment to produce and sell
                  such displays and components for incorporation into such
                  displays. The cost incurred in relation to this licensing
                  agreement is capitalized. The cost is amortized over a period
                  of 5 years.

NOTE 3            CAPITALIZATION

                  On March 1, 1998, AuGRID Corporation's current controlling
                  shareholders purchased controlling interest in Ironwood
                  Ventures via the purchase of approximately 4,616,111 shares of
                  Common Stock of Ironwood Ventures' in private transactions;
                  this represented approximately 62.2 percent (62.2%) of
                  Ironwood Ventures' issued and outstanding Common Stock.

                  On March 2, 1998, Ironwood Ventures' executed a forward stock
                  split of its stock, 6.06571228 to 1. In addition, Ironwood
                  Ventures' increased its authorized shares to 90,000,000 common
                  shares, par value $0.001, 10,000,000 preferred shares, par
                  value $0.001, and changed its name to AuGRID of Nevada, Inc.

                  On March 12, 1998, Ironwood Ventures' - now called AuGRID of
                  Nevada, Inc. - executed an asset purchase agreement purchasing
                  substantially all of the assets of AuGRID Corporation, a
                  Delaware corporation hereinafter referred to as "AuGRID of
                  Delaware", a company under common control by the control
                  shareholders of the Ironwood Ventures', for 1,000,000 newly
                  issued shares of the Ironwood Ventures'. This was not a third
                  party, arms length transaction, and due to the development
                  stage and specialized nature of the assets\technology that
                  Ironwood Ventures' purchased, the Company's management is
                  unable to determine how this transaction would compare to a
                  similar arms length transaction. The shares of common stock
                  were spun off to AuGRID of Delaware shareholders on a pro-rate
                  basis on March 13, 1998.


<PAGE>


                             AUGRID OF NEVADA, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2000




NOTE 4            INCOME TAXES

                  There was no provision for Federal Income tax during 2000 or
                  1999 because of an unexpired net operating loss carry forward.

                                                                    CARRYFORWARD
                  YEAR ENDED                 AMOUNT           AVAILABLE TO YEAR

                  December 31, 1998       1,019,718                        2013
                  December 31, 1999         675,719                        2014
                  December 31, 2000       1,171,377                        2015

                  The Company has a net operating loss carryforward of
                  $2,866,814 which expires, if unused, in the years 2013 to
                  2015. The following is a reconciliation of the income tax
                  benefit computed at the federal statutory rate with the
                  provision for income taxes for the period ended 1999 and 2000.
<TABLE>
<CAPTION>

                                                                           1999           2000
                                                                      ---------      ---------
                  <S>                                                   <C>          <C>
                  Income tax benefit at the statutory rate (34%)        675,719      1,171,377
                  Change in valuation allowance
                  State tax, net of federal benefit
                  Non included items
                                                                      ---------      ---------

                  Provision for income taxes                                  0              0
                                                                      =========      =========

</TABLE>


<PAGE>



                             AUGRID OF NEVADA, INC.
                      (A Nevada Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2000


NOTE 5            CONVERTIBLE SUBORDINATED PROMISSORY NOTE

                  Pursuant to the convertible subordinated promissory note and
                  convertible debenture/note purchase agreement, the company
                  shall incur a future obligation to pay interest at the rate of
                  three percent (3%) per annum ( the "Initial Interest Rate") on
                  the principal of notes outstanding during the period beginning
                  on the date of the receipt of the proceeds and ending on the
                  date that the principal amount of notes becomes due and
                  payable. Interest shall accrue until the date of conversion
                  and shall be payable in full on the conversion date.

                  The Voluntary Conversion by holder of notes has the right, at
                  the holders option, at any time prior to payment in full of
                  the principal balance of notes, to convert notes, in whole or
                  in part, into fully paid and nonassessable share of common
                  stock of the company. The number of shares of common stock
                  into which notes may be converted ("Conversion Shares") shall
                  be determined by dividing the aggregate principal amount
                  together with all accrued interest to the date of conversion
                  by the conversion price in effect at the time of such
                  conversion. The initial conversion price should be equal to
                  FIFTY CENTS ($0.50). The Automatic Conversion means that the
                  entire principal amount of notes shall be automatically
                  converted into shares of common stock at the conversion price
                  at the time in effect immediately after the company is fully
                  reporting with the Securities and Exchange Commission and
                  listed and traded on OTCBB or such other national market or
                  exchange.

                  The agreement with the company, the entire interest, was
                  automatically converted to shares of the Company's Common
                  Stock on October 17, 2000.


<PAGE>


                             AUGRID OF NEVADA, INC.
                      (A Nevada Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2000



NOTE 6            NET LOSS PER SHARE

                  The Company follows the provisions of Statement of Financial
                  Accounting Standards No. 128, earnings per share (SFAS 128)

                  The following table presents the calculation.

                       Net Loss                                $  2,866,814
                                                               ------------
                   Basic:
                       Weighted average share of
                       Common stock outstanding                  58,268,469
                                                               ------------

                       Basic net loss per share                        (.05)

                   Pro forma :
                       Shares used above                         58,268,469
                       Pro forma adjusted to reflect
                       Weighted affect of assumed
                       Conversion of preferred stock                317,500
                                                               ------------
                       Shares used in computing pro forma
                          Basic net loss per share               58,585,969
                                                               ------------

                       Pro forma basic net loss per share              (.05)

NOTE 7            NOTES PAYABLE TO STOCKHOLDERS

                  Notes payable to stockholders, interest
                  rates at 12% payable monthly Notes
                  Matured on 01/28/01                               299,700
                                                                    -------

                  Total Long Term Notes                             299,700


<PAGE>


                                    PART III

ITEM `13      EXHIBITS, LIST AND REPORTS ON FORM 8-K

     (a)      Exhibits (Reference Numbers are to Item 601 of Regulation S-B)

              2      Asset Purchase Agreement between the Company and AuGRID
                     Corporation, a Delaware corporation, dated March 12, 1998
                     (the "Asset Purchase Agreement") and incorporated by
                     reference to Exhibit 2 to the Company's Form 10-SB, filed
                     with the Commission on December 27, 1999.

             3.1     Articles of Incorporation of the Company filed with the
                     Nevada Secretary of State on August 4, 1995 and
                     incorporated by reference to Exhibit 3(i) to the Company's
                     Form 10-QSB, filed with the Commission on June 13, 2001.

             3.2     Certificate of Amendment of Articles of Incorporation of
                     the Company filed with the Nevada Secretary of State on
                     March 18, 1998 and incorporated by reference to Exhibit
                     3(ii) to the Company's Form 10-QSB, filed with the
                     Commission on June 13, 2001.

             3.3     By-Laws of the Company adopted August 4, 1995 and
                     incorporated by reference to Exhibit 3 to the Company's
                     Form 10-SB, filed with the Commission on December 27, 1999.

             10.1    Patent License between the Company and CeraVision (Ireland)
                     Limited dated 7 July 2000, incorporated by reference to the
                     Company's Form 10-KSB for the fiscal year ended December
                     31, 2001, filed with the Commission on April 1, 2002.

             10.2    Exclusive Project Agreement relating to Displays for Use in
                     Automobiles between the Company and CeraVision Limited
                     dated 7 July 2000, incorporated by reference to the
                     Company's Form 10-KSB for the fiscal year ended December
                     31, 2001, filed with the Commission on April 1, 2002.

             10.3    Letter of understanding between the Company and the City of
                     Akron, Ohio regarding the purchase or lease (with purchase
                     option) of an approximately five-acre parcel of land
                     located in the city's Ascot Industrial Park, dated December
                     17, 1999, and incorporated by reference to the Company's
                     Form 10-KSB for the fiscal year ended December 31, 2001,
                     filed with the Commission on April 1, 2002.

             23      Consent of Independent Auditors

     (b)     Reports on Form 8-K

             None


<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.

                        AuGRID of Nevada, Inc.

                        By:/S/ Muhammad J. Shaheed
                           -------------------------------------------------
                               Muhammad J. Shaheed, President, Chief
                               Executive Officer and Chairman
                               Date: March 28, 2002

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

                         /s/ Muhammad J. Shaheed
                         ---------------------------------------------------
                         Muhammad J. Shaheed, President,  Chief
                         Executive Officer and Chairman (principal executive
                         officer)
                         Date:  March 28, 2002

                         /s/ Mary F. Sloat-Horoszko
                         ---------------------------------------------------
                         Mary F. Sloat-Horoszko, Secretary, Treasurer and
                         Director (principal financial officer and principal
                         accounting officer)
                         Date:  March 28, 2002

                         /s/ Myron Finkelstein
                         ---------------------------------------------------
                         Myron Finkelstein, Director
                         Date:  March 28, 2002

                         /s/ Earle Higgins
                         ---------------------------------------------------
                         Earle Higgins, Director
                         Date:  March 28, 2002

                         /s/ Michael Makki
                         ---------------------------------------------------
                         Michael Makki, Director
                         Date:  March 28, 2002

                         /s/ Essa Mashni
                         ---------------------------------------------------
                         Essa Mashni, Director
                         Date:  March 28, 2002