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

                                   FORM 10-KSB
                                (Amendment No. 1)

(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, 2001

                                       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; Zip Code)

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

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

Securities registered under Section 12(g) of the Exchange Act: Common Stock, par
value $0.01 per share

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 [ ]




<PAGE>



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 $0.004 on June 26, 2002.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 64,179,053 shares of common stock at
June 26, 2002

Transitional Small Business Disclosure Format (check one):

Yes [ ]           No [X]


                                 AMENDMENT NO. 1

This Amendment No. 1 to the Annual Report on Form 10-KSB of AuGRID of Nevada,
Inc. for the fiscal year ended December 31, 2001 is being filed (i) to amend
Part II, Item 7, to revise the audited financial statements included in Form
10-KSB as previously filed, (ii) to include in the report on Form 10-KSB certain
information in Part III that had been incorporated by reference to the issuer's
proxy statement for its 2002 annual meeting of stockholders and (iii) to amend
Part III, Item 13(a), to include as an exhibit the required consent of the
independent auditing firm to inclusion of its revised audit report in this
filing.


<PAGE>



                                     PART II

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, 2001, and the related statements
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, 2001, 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.

March 26, 2002

Revised June 6, 2002


<PAGE>

                             AuGRID OF NEVADA, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS

<TABLE>
<CAPTION>

                                                        December 31,
                                                        ------------
                                          1998            1999          2000            2001
                                     -----------------------------------------------------------
<S>                                  <C>             <C>             <C>             <C>
CURRENT ASSETS
--------------
   Cash                              $     7,860     $    90,579     $       922     $     7,493
                                     -----------     -----------     -----------     -----------
     Total Current Assets                  7,860          90,579             922           7,493

PROPERTY AND EQUIPMENT
----------------------
   Machinery and Equipment                68,080          68,080          68,080          68,080
   Furniture and Fixtures                  2,731           2,731           7,686           7,686
   Office Equipment                       13,074          14,176          14,176          14,176
                                     -----------     -----------     -----------     -----------
     Total Property @ Cost                83,885          84,987          89,942          89,942

Less:  Accumulated Depreciation
            and Amortization              (9,418)         (9,418)         (9,418)        (41,661)
                                     -----------     -----------     -----------     -----------
Net Machinery and Equipment               74,467          75,569          80,524          48,281

OTHER  ASSETS
-------------

   Licensing Agreement                   528,325         700,001       1,687,907               0

   Less Amortization                    (105,665)       (245,665)       (583,247)             (0)
                                     -----------     -----------     -----------     -----------
   Net Licensing Agreement               422,660         454,336       1,104,660               0

   Deposits Building Construction              0               0          21,341          21,341

     Total Other Assets                  422,660         454,336       1,126,001          21,341
                                     -----------     -----------     -----------     -----------

TOTAL ASSETS                         $   504,987     $   620,484     $ 1,207,447     $    77,115
                                     ===========     ===========     ===========     ===========
</TABLE>




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




<PAGE>
                             AuGRID OF NEVADA, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                           CONSOLIDATED BALANCE SHEET

                       LIABILITIES AND SHAREHOLDERS EQUITY
                       -----------------------------------

<TABLE>
<CAPTION>
                                                                              DECEMBER 31,
                                                       1998             1999            2000             2001
                                                    -----------     -----------     -----------     -----------
<S>                                                 <C>             <C>             <C>             <C>
CURRENT LIABILITIES
-------------------
   Accounts Payable - Trade                         $     4,607     $     7,910     $    62,336     $    63,945
   Convertible Subordinated Promissory Note                   0         312,500               0               0
   Accounts Payable to Related Parties                                                                  299,750
                                                    -----------     -----------     -----------     -----------
     Total Current Liabilities                            4,607         320,410          62,336         363,695
                                                    -----------     -----------     -----------     -----------

LONG-TERM DEBT

   Note Payable                                               0               0         299,700         553,700
                                                    -----------     -----------     -----------     -----------
     Total Long-Term Debt                                     0               0         299,700         553,700
                                                    -----------     -----------     -----------     -----------
     Total Liabilities                                    4,607         320,410         362,036         917,395
                                                    -----------     -----------     -----------     -----------


STOCKHOLDERS EQUITY
-------------------

Capital Stock
Preferred Stock $ 0.001 par value
10,000,000 shares authorized and
317,500 shares issued and outstanding                                       318             318             318
Common Stock - $0.001 par value
90,000,000 authorized;                                   46,629          49,889          58,268          64,365
Shares Outstanding
December 31, 1998 46,629,414 Issued
December 31, 1999 49,889,348 Issued
December  31,2000 58,268,469 Issued
December 31, 2001 64,364,720 Issued
Additional Paid in Capital                            1,473,469       1,945,304       3,653,639       3,861,296
                                                    -----------     -----------     -----------     -----------
Retained Earnings                                    (1,019,718)     (1,695,437)     (2,866,814)     (4,766,259)
                                                    -----------     -----------     -----------     -----------

Deficit accumulated during the development Stage        500,380         300,074         845,411        -840,280
                                                    -----------     -----------     -----------     -----------

TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY                                 $   504,987     $   620,484     $ 1,207,447     $    77,115
                                                    ===========     ===========     ===========     ===========
</TABLE>



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

<PAGE>
                             AuGRID OF NEVADA, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                        CONSOLIDATED STATEMENTS OF INCOME
                        ---------------------------------
<TABLE>
<CAPTION>

                                                       MARCH 15, 1998 (INCEPTION) TO
                                                       -----------------------------                                CUMULATIVE
                                                                DECEMBER 31                                        FOR THE PERIOD
                                               ----------------------------------------------                    MARCH 15,1998
                                                    1998           1999             2000              2001       TO JUNE 30, 2001
                                               ------------     ------------     ------------     ------------   -----------------
<S>                                         <C>              <C>              <C>              <C>              <C>
Net Sales (Note 1)                             $          0     $          0     $          0     $          0     $          0
Interest Income                                           0                0              524                0              524
                                               ------------     ------------     ------------     ------------     ------------
     Total Revenue                                        0                0              524                0              524

Direct Cost
    Write-Off License Agreement (Note 1H)                 0                0                0        1,262,908        1,262,908

General and Administrative Expenses
   Consultants                                      193,969          316,597          162,884          218,765          892,215
   Secretary Services                                     0                0           39,542            1,100           40,642
   Public Relations                                  26,800            8,489          131,953          115,000          282,242
   Auto Expense                                      18,199           23,274           49,205           28,061          118,739
   Insurance                                            800                0            2,888              916            4,604
   Rent and Utilities                                24,637           25,100           19,655            3,012            5,041
   Repairs and Maintenance                            1,994            1,307            5,537            5,041            1,108
   Leased Equipment                                   7,895            3,988            7,609            1,108           20,600
   Furniture Lease                                    4,217           15,541            9,866                0           29,624
   Travel and Lodging                                59,107           40,838          104,260           17,871          222,076
   Legal                                             78,127           26,653           91,855            4,349          200,984
   Accounting                                             0           10,875           18,301            7,250           36,426
   Professional Fees                                 20,137                0           24,564           70,000          114,701
   Miscellaneous                                      3,767           17,935           44,684            1,830           68,216
   Computer Services                                  2,693           15,656           39,664              621           58,634
   Office Supplies                                    6,251            6,939            8,426                0           21,616
   Office Expenses                                    7,759                0           20,496           13,485           41,740
   Postage and Delivery                               8,523            8,524            7,214            1,701           25,962
   Telephone                                         19,826           14,003           45,716           12,531           92,076
   Interest Expense                                                                                    124,902          124,902
                                               ------------     ------------     ------------     ------------     ------------
     Total General and
     Administrative Expenses                       (484,701)        (535,719)        (834,319)      (1,890,451)      (3,745,190)

Income (Loss) Before Depreciation                  (484,701)        (535,719)        (833,795)      (1,890,451)      (3,744,666)

Depreciation                                              0                0                0           (8,994)          (8,994)
Amortization                                       (105,665)        (140,000)        (337,582)              (0)        (583,247)

Income (Loss) Before Taxes                         (590,366)        (675,719)      (1,171,377)      (1,899,445)      (4,336,907)

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

Net Income (Loss)                                  (590,366)        (675,719)      (1,171,377)      (1,899,445)      (4,336,907)

Basic Net Loss Per Share                       $      0.013     $      0.014     $      0.020     $      0.030     $      0.067

Shares Used In Computing Net Loss Per Share    $ 46,629,414     $ 49,889,348     $ 58,268,469     $ 64,364,720     $ 64,364,720
</TABLE>







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

<PAGE>
                             AuGRID OF NEVADA, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                  CONSOLIDATED STATEMENTS OF RETAINED EARNINGS



<TABLE>
<CAPTION>
                                                   MARCH 15, 1998 (INCEPTION) TO
                                                   -----------------------------
                                                            DECEMBER 31
                                                ------------------------------------------
                                                   1998          1999              2000          2001
                                                   ----          ----              ----          ----
                                                ----------------------------------------------------------

<S>                                            <C>             <C>             <C>             <C>
Balance, at Beginning of the Year (Deficit)    $   429,352     $ 1,019,718     $ 1,695,437     $ 2,866,814

Add: Net Income (Loss) for the Year               (590,366)       (675,719)     (1,171,377)     (1,899,445)

Balance, At End of Year                        $ 1,019,718     $ 1,695,437     $ 2,866,814     $ 4,766,259
</TABLE>




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


<PAGE>

                             AuGRID OF NEVADA, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>

                                                                    MARCH 15, 1998 (INCEPTION) TO
                                                                    -----------------------------                 CUMULATIVE
                                                                            DECEMBER 31                          FOR THE PERIOD
                                                    ------------------------------------------------------        MARCH 15,1998
                                                        1998           1999             2000           2001    TO DECEMBER 31, 2001
                                                        ----           ----             ----           ----    -------------------
<S>                                                 <C>             <C>             <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
------------------------------------

   Net Income (Loss)                                ($  590,366)    ($  675,719)    ($1,171,377)    ($1,899,445)    ($4,336,907)

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

   Depreciation and Amortization                        110,059         140,000         337,582           8,994         596,635

Changes in Operating Assets and Liabilities Net:
   Loss on Write Off Other Assets                                                                     1,127,959       1,127,959
   Increase in Accounts payable Related Parties                                                         299,750         299,750
   Increase (Decrease) in Accounts Payable               (4,539)          3,303          54,426           1,659          54,849
                                                    -----------     -----------     -----------     -----------     -----------
     Net Cash Used by Operating Activities             (484,846)       (532,416)       (779,369)       (461,083)     (2,257,714)

CASH FLOWS FROM INVESTING ACTIVITIES
------------------------------------

   Increase in Deposits-Building Construction                 0               0         (21,341)             (0)        (21,341)
   Increase in Licensing Agreement                     (263,960)       (171,676)       (987,906)             (0)     (1,423,542)
   Purchase of Property and Equipment                   (47,656)         (1,102)         (4,955)             (0)        (53,713)
                                                    -----------     -----------     -----------     -----------     -----------
     Net Cash Used in Investing Activities             (311,616)       (172,778)     (1,014,202)             (0)     (1,498,596)

CASH FLOWS FROM FINANCING ACTIVITIES
------------------------------------

   Proceeds from Promissory Note                              0         312,500         299,700               0         612,200
   Proceeds from Notes Payable Stockholders                   0               0               0         254,000         254,000
   Proceeds from Stock Issuance                         771,949         475,413       1,404,214         213,654       2,865,230
                                                    -----------     -----------     -----------     -----------     -----------
     Net Cash Provided by Financing Activities          771,949         787,913       1,703,914         467,654       3,731,430

Increase (Decrease) in Cash and Cash Equivalents        (24,513)         82,719         (89,657)          6,571         (24,880)

Cash and Cash Equivalents at Beginning of Year           32,373           7,860          90,579             922          32,373
                                                    -----------     -----------     -----------     -----------     -----------
Cash and Cash Equivalents at End of Year            $     7,860     $    90,579     $       922     $     7,493     $     7,493
                                                    ===========     ===========     ===========     ===========     ===========
</TABLE>






The accompanying notes are an integral part of these consolidated financial
statements
<PAGE>


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

                          Notes to Financial Statements
                          -----------------------------
                             as of December 31, 2001
                             -----------------------

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              7,686       10
                  Office Equipment                   14,176       10
                                                -----------
                  Total Property & Equipment     $   89,942
                                                 ==========

                  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>



                  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.

                  H. IMPAIRMENT OF LONG-LIVED ASSETS & LONG -LIVED ASSETS TO BE
                     DISPOSED OF

                  Statement of Financial Accounting Standards No. 121,
                  "Impairment of Long-Lived Assets" (SFAS 121), requires the
                  Company to review for possible impairment, assets to be held
                  for use and assets held for disposal, whenever events or
                  changes in circumstances indicate that the carrying amount may
                  not be recoverable, and in such event, to record an impairment
                  loss. The Company adopted SFAS 121 in 1998 and evaluated the
                  recoverability of long lived assets at its properties. Initial
                  adoption of SFAS 121 in 1998 did not have a material impact on
                  the Company's financial condition or results of operations.

                  Up to 2000,, the company recorded a charges of $1,822,907 from
                  continuing operations relating to an impairment loss on other
                  assets. Approximately $1,450,000 was due to a current
                  Licensing Agreement while $373,383 was due to a prior
                  Licensing Agreement. The company's revenue, which was
                  anticipated from future agreements of this type, had not been
                  realized as anticipated, therefore resulting in and impairment
                  loss on intangible assets.

NOTE 2            RELATED PARTY TRANSACTION

                  The company enter into consulting agreements with Stockholder,
                  the company has violated its agreements by being delinquent in
                  its payment to these Stockholders. At December 31, 2001 the
                  company owed these related parties these amounts are $86,850,
                  $84,400, $65,600 and $62,900 in delinquent consultant fees and
                  cash advances. All amounts due on demand with no interest.



<PAGE>



NOTE 3            INCOME TAXES

                  There was no provision for Federal Income tax during 2001 or
                  2000 because of an unexpired net operating loss carry forward.

<TABLE>
<CAPTION>
                                                                Carryforward
                  Year Ended                  Amount      Available to Year
                  ----------                  ------      -----------------
<S>                                  <C>                          <C>
                  December 31, 1998       $1,019,718                   2013
                  December 31, 1999          675,719                   2014
                  December 31, 2000        1,171,377                   2015
                  December 31, 2001        1,899,446                   2016
</TABLE>

                  The Company has a net operating loss carryforward of
                  $4,766,259 which expires, if unused, in the years 2013 to
                  2016. 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 2000 and 2001.


<TABLE>
<CAPTION>
                                                                              2000         2001
                                                                              ----         ----

<S>                                                                      <C>          <C>
                  Income tax benefit at the statutory rate (34%)            $1,171,377   $1,899,446
                  Change in valuation allowance
                  State tax, net of federal benefit
                  Non included items
                                                                            ----------   ----------
                  Provision for income taxes                                         0            0
                                                                            ==========   ==========
</TABLE>

NOTE 4            CAPITALIZATION

                  On March 1, 1998, AuGRID Corporation's current controlling
                  stockholders 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
                  stockholders 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>



NOTE 5            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.
<TABLE>
<S>                                                                     <C>
                      Net Loss                                          $     4,766,259
                                                                        ---------------
                  Basic:
                      Weighted average share of
                      Common stock outstanding                               64,364,720
                                                                        ---------------

                      Basic net loss per share                                    (.074)

                  Pro forma :
                      Shares used above                                      64,364,720
                      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                            64,682,220
                                                                        ---------------

                      Pro forma basic net loss per share                       (   .074)

NOTE 6            NOTES PAYABLE TO STOCKHOLDERS

                  Notes payable to stockholders, interest
                  rates at 12% payable monthly Notes
                  Matured on 01/28/01                                           297,700
                                                                           ------------

                  Total Long Term Notes                                         297,700

                  Notes Matured and converted into
                  18 Month Demand notes at 10% interest                         553,700
                                                                           ------------

                  Notes Payable to Stockholders-                                553,700
                  Long-Term
</TABLE>



<PAGE>



                                    PART III

ITEM 9   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

DIRECTORS AND EXECUTIVE OFFICERS

The directors and executive officers of the Company, and the age and positions
of each director and executive officer with the Company, as of June 26, 2002,
are as follows:

Name                       Age     Position

M. J. Shaheed              35      Director; Chairman; President and Chief
                                   Executive Officer

Mary F. Sloat-Horoszko     35      Director; Secretary/Treasurer of the Company

Earle B. Higgins           54      Director

Essa Mashni                36      Director

Cecil Weatherspoon         54      Director

Business Experience

M. J. SHAHEED has served as President, Chief Executive Officer and Chairman of
the Board of Directors of the Company since March 1998. A native of Cleveland,
Ohio, he attended Cleveland State University from 1986 to 1988, majoring in
Physics and Computer Science. From 1986 through 1987, Mr. Shaheed assisted in
the general instruction of math and science to children at the elementary level
- specializing in teaching handicapped and children with severe behavioral
problems. From 1987 to 1990, he was a manager with the National Theatre
Corporation in Cleveland Heights, Ohio, with overall management responsibility
for customer relations, inventory, promotions, marketing and accounting. From
1990 through 1993, Mr. Shaheed was a systems engineer for Integrated Business
Solutions located in Lyndhurst, Ohio. He was responsible for the construction of
complete computer hardware systems, specifications, BIOS, cache and
reconfiguring computer operational systems. He also worked on program that
assisted the Dean of the Artificial Intelligence Department at Case Western
Reserve, and he assisted as a Holistic Programming expert, analyst and overall
troubleshooter relating to maximum and minimum system capacity. Since the
founding of the Company, Mr. Shaheed has headed the research and development of
flat panel technologies at the Company in accordance with the United States
Government Flat Panel Display Initiative; and he has provided clients with
systems engineering, CAD electronic circuit design work for high and low
temperature ceramic tape, thermal analysis for 100% superconductive material,
construction of complete complex computer systems and specifications, BIOS,
cache, systems analysis and overall trouble shooting. From 1994 to March 1998,
Mr. Shaheed's focus and dedication were directed solely to acquiring a viable
flat screen technology to be implemented in the United States in the areas of
auto, military and consumer electronics. During that period, he worked with
CeraVision, Ltd., in research and development and the formulation and
identification of flat panel technology market-specific applications in the
United States.

MARY F. SLOAT-HOROSZKO has served as Secretary/Treasurer and a director of the
Company since February, 1997. A graduate of Ohio State University, she holds a
Bachelor of Arts Journalism degree with specialization in Broadcast
Communication and Marketing. From 1992 to 1994, Mrs. Sloat-Horoszko was a
Producer and On-Air Coordinator for Cleveland, Ohio based WWWE-Newsradio. During
this time, her


<PAGE>



responsibilities were Guest/Topic development and coordination; marketing and
program/station promotional development and corporate and community events. From
1994 to late 1996, she served as Director of Marketing, responsible for product
development, marketing, advertising and community and fund-raising events for
Illinois Insurance Brokerage Services, Chicago, Illinois. From late 1996 to
mid-1997, Ms. Sloat-Horoszko served as Director of Marketing and Sales for RAE
Enterprises of Chagrin Falls, Ohio, where she was responsible for corporate
sales, marketing, assessments, program development and facilitation. Clients
included General Motors, IBM, UAW/Ford and Rubbermaid. Since joining the Company
in mid-1997, Ms. Sloat-Horoszko has managed the day-to-day office operations of
the Company and has assisted in planning product lines and identifying target
markets.

EARLE B. HIGGINS, a director of the Company since January 2001, has served as
Vice President of Sales and Marketing for Active Transportation Company since
1999. Active Transportation Company is major supplier of transport services for
several U.S. and import automobile manufacturers. Prior to 1999, he was Manager
of Special Supplier Relations for DaimlerChrysler Corporation, where he was
employed for twenty-seven years. During his career at DaimlerChrysler
Corporation, which he began as a production assembler, Mr. Higgins gained broad
experience with the automaker in key areas, including management of scheduling
and forecasting, sales distribution, traffic and labor relations outbound
traffic, shipping and receiving. Mr. Higgins, a one-time professional basketball
player with the Indiana Pacers, remains steadfast in a commitment to young
athletes. In 1986 he formed Athletes Learning Educational Resources Training,
A.L.E.R.T. This nonprofit organization provides quality tutoring and counseling
at no cost to help students improve their overall academic and social skills. He
has been inducted into Eastern Michigan University's Basketball Hall of Fame,
and has received numerous tributes and awards of recognition for his extensive
participation in community service activities.

ESSA MASHNI, a director since of the Company since February, 1999, is a graduate
of Wayne State College of Pharmacy with a degree in Pharmacy. He has served as
Chief Pharmacist of Arbor Drugs since 1996. Mr. Mashni is a member of the
American Pharmaceutical Association, the Michigan Pharmacy Association, the
American Ramallah Federation and St. Mary's Antiochian Orthodox Church and an
active participant in Ramallah Boys Club.

CECIL WEATHERSPOON, a director of the Company since June 2001, is a graduate of
Bowling Green State University with a Bachelors degree in Business and a Masters
degree in Management Organizational Development (MOD). Since 1993, Mr.
Weatherspoon has served as President and Chief Executive Officer of Flex-Tech
Professional Services, Ltd., a professional services company with annual sales
revenues of approximately $8,000,000. For 24 years, he was an employee of
General Motors Corporation, progressing from an hourly rate stock handler
position to a Divisional Director. Significant positions held by Mr.
Weatherspoon include Plant Manager, Division Director of Industrial Relations,
Division Director of Salaried Personnel and Executive Engineering Administrator
- Anti-lock Brake System (ABS).

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's directors and certain of its officers and persons who own
more than ten percent (10%) of any registered class of the Company's equity
securities to file reports of ownership and changes in ownership on Forms 3, 4
and 5 with the Securities and Exchange Commission and to furnish copies of such
reports to the Company. Based solely on the Company's review of the copies of
such forms it has received, the Company believes all Section 16(a) filing
requirements were satisfied by the Company's directors and executive officers.





<PAGE>



ITEM 10      EXECUTIVE COMPENSATION

The following table sets forth all compensation paid during the fiscal years
ended December 31, 2001, 2000 and 1999 to the Company's Chief Executive Officer.
No other executive officer of the Company received total compensation exceeding
$100,000 in any of the three fiscal years.

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------
             NAME AND PRINCIPAL POSITION     YEAR         ANNUAL COMPENSATION
----------------------------------------------------------------------------------
M. J. Shaheed                                          SALARY        OTHER ANNUAL
President, CEO and Chairman                                          COMPENSATION
----------------------------------------------------------------------------------
<S>                                       <C>       <C>              <C>
                                             2001      $38,200           None
----------------------------------------------------------------------------------
                                             2000     $110,000           None
----------------------------------------------------------------------------------
                                             1999      $23,400           None
----------------------------------------------------------------------------------
</TABLE>

No options or other rights to acquire the Company's securities were granted to
any officer of the Company or exercised during the last fiscal year, and no such
options or rights were outstanding at the end of the last fiscal year. The
Company has no long-term incentive plan or pension plan nor any employment
contract with any executive officer of the Company.

ITEM 11      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

CERTAIN BENEFICIAL OWNERS

The Company's Common Stock is the only outstanding class of equity security of
the Company. Ownership as of June 26, 2002 of the Common Stock (to the Company's
knowledge), by beneficial holders of more than five percent of the Company's
Common Stock, is as follows:


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
       TITLE OF CLASS          NAME AND ADDRESS OF     AMOUNT AND NATURE OF   PERCENT OF CLASS
                                BENEFICIAL OWNER         BENEFICIAL OWNER
------------------------------------------------------------------------------------------------
<S>                      <C>                           <C>                  <C>
        Common Stock      M. J. Shaheed                       26,907,250           41.80%
                          2275 East 55th Street
                          Cleveland, Ohio 44103
------------------------------------------------------------------------------------------------
</TABLE>




<PAGE>



MANAGEMENT

The following table sets forth, as of April 10, 2002, the ownership of AuGRID
Common Stock by each of the Company's directors and executive officers, and by
all directors and executive officers, as a group. Each director and executive
officers has full voting and investment power with respect to his shares, and no
shares listed in the table below are subject to any vesting requirement. There
are no shares of any other class of capital stock outstanding, and no options or
other rights to acquire such shares have been granted.


<TABLE>
<CAPTION>
       TITLE OF CLASS              NAME AND ADDRESS OF   AMOUNT AND NATURE OF    PERCENT OF CLASS
                                    BENEFICIAL OWNER       BENEFICIAL OWNER

<S>                          <C>                         <C>                     <C>
        Common Stock          M. J. Shaheed                   26,907,250                41.80%
                              2275 East 55th Street
                              Cleveland, Ohio 44103

        Common Stock          Mary F. Sloat-Horoszko                                     3.11%
                              2275 East 55th Street            2,000,000
                              Cleveland, Ohio 44103

        Common Stock          Earle B. Higgins                   250,000
                              26161 Danvers Drive                                        0.39%
                              Farmington Hills,
                              Michigan 48334

        Common Stock          Essa Mashni                        322,000                 0.50%
                              175 Marsala Court
                              Canton, Michigan 48187

        Common Stock          Cecil Weatherspoon                 250,000                 0.39%
                              3407 Milan Road
                              Sandusky, Ohio 44870

        Common Stock          All Directors and               29,729,250                46.19%
                              Executive Officers, as a
                              group (5 persons)
</TABLE>

ITEM 12      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

             None




<PAGE>



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, filed with the Commission on
                     April 1, 2002 as Exhibit 10.1 to the Company's Form 10-KSB
                     for the fiscal year ended December 31, 2001

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

             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, filed with the Commission on April 1, 2002 as
                     Exhibit 10.3 to the Company's Form 10-KSB for the fiscal
                     year ended December 31, 2001.

             23      Consent of Independent Auditors







<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/ M. J. Shaheed
                             --------------------------------------------------
                             M. J. Shaheed, President, Chief Executive
                             Officer and Chairman
                             Date: June 27, 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/ M. J. Shaheed
                         ------------------------------------------------------
                         M. J. Shaheed, President,  Chief
                         Executive Officer and Chairman (principal executive
                         officer)
                         Date:  June 27, 2002

                         /s/ Mary F. Sloat-Horoszko
                         ------------------------------------------------------
                         Mary F. Sloat-Horoszko, Secretary, Treasurer and
                         Director (principal financial officer and principal
                         accounting officer)
                         Date:  June 27, 2002

                         /s/ Earle B. Higgins
                         ------------------------------------------------------
                         Earle B. Higgins, Director
                         Date:  June 27, 2002

                         /s/ Essa Mashni
                         ------------------------------------------------------
                         Essa Mashni, Director
                         Date:  June 27, 2002

                         /s/ Cecil Weatherspoon
                         ------------------------------------------------------
                         Cecil Weatherspoon, Director
                         Date:  June 27, 2002