<PAGE>

           As filed with the Securities and Exchange Commission on June __, 2003
                                                           File No. 333-________

================================================================================
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                        --------------------------------
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

--------------------------------------------------------------------------------

                               AUGRID CORPORATION
               (Exact Name of Issuer as Specified in its Charter)

                NEVADA                                       34-1878390
   (State or Other Jurisdiction of                        (I.R.S. Employer
    Incorporation or Organization)                     Identification Number)

                              2275 EAST 55TH STREET
                              CLEVELAND, OHIO 44103
                                 (216) 426-1589
    (Address, including zip code, and telephone number of Principal Executive
                                    Offices)

             CONSULTING AGREEMENT DATED FEBRUARY 6, 2003 AS AMENDED
            AMENDMENT NO. 2 TO CONSULTING AGREEMENT DATED JUNE 3, 2003
                       FEE AGREEMENT DATED JANUARY 8, 2003
                        FEE AGREEMENT DATED JUNE 2, 2003
                        FEE AGREEMENT DATED JUNE 2, 2003
                         (Full Titles of the Agreements)

                             MARY F. SLOAT-HOROSZKO
                              2275 EAST 55TH STREET
                              CLEVELAND, OHIO 44103
                                 (216) 426-1589

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:
                             NICOLETTE LOISEL, ESQ.
                       2100 TANGLEWILDE STREET, SUITE 711
                              HOUSTON, TEXAS 77063
                                 (713) 974-4020

<PAGE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                     PROPOSED               PROPOSED
                                                      MAXIMUM                MAXIMUM
TITLE OF SECURITIES          AMOUNT TO            OFFERING PRICE            AGGREGATE               AMOUNT OF
  TO BE REGISTERED         BE REGISTERED            PER SHARE*           OFFERING PRICE*         REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------
<S>                        <C>                    <C>                    <C>                     <C>
Common Stock                36,700,000                $.01                  $367,000                 $29.69
</TABLE>

------------------
* Determined in accordance with Rule 457(h), the registration fee calculation is
based on the average of the high and low prices of the Company's Common Stock
reported on the National Association of Securities Dealers Over-the-Counter
Bulletin Board on June 2, 2003.

<PAGE>

           PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1   PLAN INFORMATION

         The documents constituting Part I of this Registration Statement will
be sent or given to parties to their respective Agreements as specified by Rule
428(b)(1) under the Securities Act of 1933, as amended.

ITEM 2   REGISTRANT INFORMATION

         Upon written or oral request, AuGRID Corporation (the "Company") will
provide, without charge, the documents incorporated by reference in Item 3 of
Part II of this Registration Statement. The documents are incorporated by
reference in the Section 10(a) prospectus. The Company will also provide,
without charge, upon written or oral request, other documents required to be
delivered to employees pursuant to Rule 428(b). Requests for the above mentioned
information should be directed to Mary F. Sloat-Horoszko at the address on the
cover of this Registration Statement.

             PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3   INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents have been filed by the Company with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and are deemed to be a
part hereof from the date of the filing of such documents:

         (1)      The Company's Annual Report on Form 10-KSB for the fiscal year
                  ended December 31, 2002;

         (2)      The Company's Quarterly Report on Form 10-QSB for the quarter
                  ended March 31, 2003;

         (3)      The Company's Quarterly Report on Form 10-QSB for the quarter
                  ended September 30, 2002

         (4)      The Company's Quarterly Report on Form 10-QSB for the quarter
                  ended June 30, 2002;

         (5)      All other reports filed by the Company pursuant to Section
                  13(a) or 15(d) of the Exchange Act since December 31, 2001;

         (6)      The description of Common Stock contained in the Company's
                  Registration Statement filed under Section 12 of the Exchange
                  Act, including all amendments or reports filed for the purpose
                  of updating such description; and

         (7)      All other documents subsequently filed by the Company pursuant
                  to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act
                  prior to the filing of a post-effective amendment to this
                  Registration Statement that indicates that all securities
                  offered have been sold or that deregisters all securities that
                  remain unsold.

         Any statement contained in a document incorporated or deemed
incorporated herein by reference shall be deemed to be modified or superseded
for the purpose of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is, or is
deemed to be, incorporated herein by reference modifies or supersedes such

<PAGE>

statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4   DESCRIPTION OF SECURITIES. Not Applicable.

ITEM 5   INTERESTS OF NAMED EXPERTS AND COUNSEL. Not Applicable.

ITEM 6   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Nevada law provides that a director or an officer of a corporation will
not be personally liable to the corporation or its stockholders for any damages
as a result of any act or failure to act in his capacity as a director or
officer unless it is proven that (i) his act or failure to act constituted a
breach of his fiduciary duties as a director or officer, and (ii) his breach of
those duties involved intentional misconduct, fraud or a knowing violation of
law. This limitation of liability does not apply to liabilities arising under
federal securities laws and does not affect the availability of equitable
remedies such as injunctive relief or rescission.

         Nevada law provides that a corporation may indemnify its directors and
officers, as well as other employees and individuals, against attorneys' fees
and other expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with any threatened, pending or
completed actions, suits or proceedings in which such person was or is a party
or is threatened to be made a party by reason of such person being or having
been a director, officer, employee or agent of the corporation, provided such
person acted in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the corporation. However,
indemnification is not available to such person if (i) his act or failure to act
constituted a breach of his fiduciary duties as a director or officer, and (ii)
his breach of those duties involved intentional misconduct, fraud or a knowing
violation of law.

         The Nevada General Corporation Law provides that the foregoing
provisions are not exclusive of other rights to which those seeking
indemnification may be entitled under any bylaw, agreement, vote of stockholders
or disinterested directors or otherwise.

         The Company's bylaws provide that the Company is required to indemnify
each director, officer and employee against all expenses and liabilities,
including counsel fees, reasonably incurred by or imposed upon him in connection
with any proceeding to which he may be made a party, or in which he may become
involved, by reason of being or having been a director, officer, employee or
agent of the Company or is or was serving at the request of the Company as a
director, officer, employee or agent of another entity, whether or not he is a
director, officer, employee or agent at the time such expenses are incurred,
unless he is adjudged guilty of willful misfeasance or malfeasance in the
performance of his duties. In the event of a settlement, the Company will
indemnify him only when the Board of Directors approves such settlement and
reimbursement as being for the best interests of the Company.

         The Company's bylaws also permit the Company to obtain insurance on
behalf of any director or officer for any liability arising out of his or her
actions in a representative capacity.

ITEM 7   EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable.

ITEM 8   EXHIBITS.

<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NUMBER                            DESCRIPTION
--------------    --------------------------------------------------------------
<S>               <C>
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.

5.1               Opinion of Nicolette Loisel, Esq.

23.1              Consent of Nicolette Loisel, Esq. (included in Exhibit 5.1).

23.2              Consent of Henry L. Creel Co., Inc.

99.1*             Consulting Agreement dated February 6, 2003 with Ahmad
                  Alyasin as amended by Amendment No. 1 to Consulting Agreement
                  dated April 23, 2003.

99.2              Amendment No. 2 to Consulting Agreement dated June 3, 2003.

99.3              Fee Agreement dated January 8, 2003 with Johnice Cody

99.4              Fee Agreement dated June 2, 2003 with Angela Hardnick

99.5              Fee Agreement dated June 2, 2003 with Athena Mills
</TABLE>

* Previously filed

<PAGE>

ITEM 9   UNDERTAKINGS.

1.       The undersigned registrant hereby undertakes:

         (a)      To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

                  (i)      to include any prospectus required by section
10(a)(3) of the Securities Act;

                  (ii)     to reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;

                  (iii)    to include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.

         (b)      That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c)      To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

2.       The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

3.       Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling

<PAGE>

precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cleveland, State of Ohio, on June 4, 2003.

                                          AuGRID Corporation

                                          By: /s/ MJ SHAHEED
                                              --------------
                                              M. J. Shaheed,
                                              President

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of June 4, 2003.

<TABLE>
<CAPTION>
    SIGNATURES                         TITLE                        DATE
------------------         --------------------------------   ---------------
<S>                        <C>                                <C>
/s/ MJ SHAHEED             Chairman of the Board,             June 4, 2003
------------------         President and Chief
M. J. Shaheed              Executive Officer

/s/ MARY F.SLOAT-          Secretary and Director             June 4, 2003
HOROSZKO
------------------
Mary F. Sloat-
Horoszko

/s/ ESSA MASHNI            Director                           June 4, 2003
------------------
Essa Mashni

/s/ STAN CHAPMAN           CFO, Treasurer and Director        June 4, 2003
------------------
Stan Chapman

/s/ MICHAEL                COO and Director                   June 4, 2003
YOUNG
------------------
Michael Young
</TABLE>

<PAGE>

                                  EXHIBIT INDEX
                                       TO
                       REGISTRATION STATEMENT ON FORM S-8

<TABLE>
<CAPTION>
EXHIBIT NUMBER                            DESCRIPTION
--------------    --------------------------------------------------------------
<S>               <C>
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.

5.1               Opinion of Nicolette Loisel, Esq.

23.1              Consent of Nicolette Loisel, Esq. (included in Exhibit 5.1).

23.2              Consent of Henry L. Creel Co., Inc.

99.1*             Consulting Agreement with Ahmad Alyasin dated February 6,
                  2003 as amended by Amendment No. 1 to Consulting Agreement
                  dated April 23, 2003.

99.2              Amendment No. 2 to Consulting Agreement dated June 3, 2003.

99.3              Fee Agreement dated January 8, 2003

99.4              Fee Agreement dated June 2, 2003 with Angela Hardnick

99.5              Fee Agreement dated June 2, 2003 with Athena Mills
</TABLE>


* Previously filed
[{"type": "S-8", "sequence": "1", "filename": "h06564sv8.txt", "description": "AUGRID CORPORATION", "secsgml_size_bytes": 18938}]
{"company-data": {"conformed-name": "AUGRID CORP", "cik": "0001101752", "assigned-sic": "3670", "irs-number": "341878390", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-105893", "film-number": "03735215"}, "business-address": {"street1": "2275 EAST 55TH STREET", "street2": "2ND FLOOR", "city": "CLEVELAND", "state": "OH", "zip": "44103", "phone": "7025921816"}, "mail-address": {"street1": "PO BOX 91066", "street2": "N", "city": "CLEVELAND", "state": "OH", "zip": "44103"}, "former-company": {"former-conformed-name": "AUGRID OF NEVADA INC", "date-changed": "19991223"}}
As filed with the Securities and Exchange Commission on June __, 2003
                                                           File No. 333-________

================================================================================
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                        --------------------------------
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

--------------------------------------------------------------------------------

                               AUGRID CORPORATION
               (Exact Name of Issuer as Specified in its Charter)

                NEVADA                                       34-1878390
   (State or Other Jurisdiction of                        (I.R.S. Employer
    Incorporation or Organization)                     Identification Number)

                              2275 EAST 55TH STREET
                              CLEVELAND, OHIO 44103
                                 (216) 426-1589
    (Address, including zip code, and telephone number of Principal Executive
                                    Offices)

             CONSULTING AGREEMENT DATED FEBRUARY 6, 2003 AS AMENDED
            AMENDMENT NO. 2 TO CONSULTING AGREEMENT DATED JUNE 3, 2003
                       FEE AGREEMENT DATED JANUARY 8, 2003
                        FEE AGREEMENT DATED JUNE 2, 2003
                        FEE AGREEMENT DATED JUNE 2, 2003
                         (Full Titles of the Agreements)

                             MARY F. SLOAT-HOROSZKO
                              2275 EAST 55TH STREET
                              CLEVELAND, OHIO 44103
                                 (216) 426-1589

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:
                             NICOLETTE LOISEL, ESQ.
                       2100 TANGLEWILDE STREET, SUITE 711
                              HOUSTON, TEXAS 77063
                                 (713) 974-4020
CALCULATION OF REGISTRATION FEE
PROPOSED               PROPOSED
                                                      MAXIMUM                MAXIMUM
TITLE OF SECURITIES          AMOUNT TO            OFFERING PRICE            AGGREGATE               AMOUNT OF
  TO BE REGISTERED         BE REGISTERED            PER SHARE*           OFFERING PRICE*         REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------
Common Stock                36,700,000                $.01                  $367,000                 $29.69
------------------
* Determined in accordance with Rule 457(h), the registration fee calculation is
based on the average of the high and low prices of the Company's Common Stock
reported on the National Association of Securities Dealers Over-the-Counter
Bulletin Board on June 2, 2003.
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1   PLAN INFORMATION

         The documents constituting Part I of this Registration Statement will
be sent or given to parties to their respective Agreements as specified by Rule
428(b)(1) under the Securities Act of 1933, as amended.

ITEM 2   REGISTRANT INFORMATION

         Upon written or oral request, AuGRID Corporation (the "Company") will
provide, without charge, the documents incorporated by reference in Item 3 of
Part II of this Registration Statement. The documents are incorporated by
reference in the Section 10(a) prospectus. The Company will also provide,
without charge, upon written or oral request, other documents required to be
delivered to employees pursuant to Rule 428(b). Requests for the above mentioned
information should be directed to Mary F. Sloat-Horoszko at the address on the
cover of this Registration Statement.

             PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3   INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents have been filed by the Company with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and are deemed to be a
part hereof from the date of the filing of such documents:

         (1)      The Company's Annual Report on Form 10-KSB for the fiscal year
                  ended December 31, 2002;

         (2)      The Company's Quarterly Report on Form 10-QSB for the quarter
                  ended March 31, 2003;

         (3)      The Company's Quarterly Report on Form 10-QSB for the quarter
                  ended September 30, 2002

         (4)      The Company's Quarterly Report on Form 10-QSB for the quarter
                  ended June 30, 2002;

         (5)      All other reports filed by the Company pursuant to Section
                  13(a) or 15(d) of the Exchange Act since December 31, 2001;

         (6)      The description of Common Stock contained in the Company's
                  Registration Statement filed under Section 12 of the Exchange
                  Act, including all amendments or reports filed for the purpose
                  of updating such description; and

         (7)      All other documents subsequently filed by the Company pursuant
                  to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act
                  prior to the filing of a post-effective amendment to this
                  Registration Statement that indicates that all securities
                  offered have been sold or that deregisters all securities that
                  remain unsold.

         Any statement contained in a document incorporated or deemed
incorporated herein by reference shall be deemed to be modified or superseded
for the purpose of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is, or is
deemed to be, incorporated herein by reference modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4   DESCRIPTION OF SECURITIES. Not Applicable.

ITEM 5   INTERESTS OF NAMED EXPERTS AND COUNSEL. Not Applicable.

ITEM 6   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Nevada law provides that a director or an officer of a corporation will
not be personally liable to the corporation or its stockholders for any damages
as a result of any act or failure to act in his capacity as a director or
officer unless it is proven that (i) his act or failure to act constituted a
breach of his fiduciary duties as a director or officer, and (ii) his breach of
those duties involved intentional misconduct, fraud or a knowing violation of
law. This limitation of liability does not apply to liabilities arising under
federal securities laws and does not affect the availability of equitable
remedies such as injunctive relief or rescission.

         Nevada law provides that a corporation may indemnify its directors and
officers, as well as other employees and individuals, against attorneys' fees
and other expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with any threatened, pending or
completed actions, suits or proceedings in which such person was or is a party
or is threatened to be made a party by reason of such person being or having
been a director, officer, employee or agent of the corporation, provided such
person acted in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the corporation. However,
indemnification is not available to such person if (i) his act or failure to act
constituted a breach of his fiduciary duties as a director or officer, and (ii)
his breach of those duties involved intentional misconduct, fraud or a knowing
violation of law.

         The Nevada General Corporation Law provides that the foregoing
provisions are not exclusive of other rights to which those seeking
indemnification may be entitled under any bylaw, agreement, vote of stockholders
or disinterested directors or otherwise.

         The Company's bylaws provide that the Company is required to indemnify
each director, officer and employee against all expenses and liabilities,
including counsel fees, reasonably incurred by or imposed upon him in connection
with any proceeding to which he may be made a party, or in which he may become
involved, by reason of being or having been a director, officer, employee or
agent of the Company or is or was serving at the request of the Company as a
director, officer, employee or agent of another entity, whether or not he is a
director, officer, employee or agent at the time such expenses are incurred,
unless he is adjudged guilty of willful misfeasance or malfeasance in the
performance of his duties. In the event of a settlement, the Company will
indemnify him only when the Board of Directors approves such settlement and
reimbursement as being for the best interests of the Company.

         The Company's bylaws also permit the Company to obtain insurance on
behalf of any director or officer for any liability arising out of his or her
actions in a representative capacity.

ITEM 7   EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable.

ITEM 8   EXHIBITS.
EXHIBIT NUMBER                            DESCRIPTION
--------------    --------------------------------------------------------------
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.

5.1               Opinion of Nicolette Loisel, Esq.

23.1              Consent of Nicolette Loisel, Esq. (included in Exhibit 5.1).

23.2              Consent of Henry L. Creel Co., Inc.

99.1*             Consulting Agreement dated February 6, 2003 with Ahmad
                  Alyasin as amended by Amendment No. 1 to Consulting Agreement
                  dated April 23, 2003.

99.2              Amendment No. 2 to Consulting Agreement dated June 3, 2003.

99.3              Fee Agreement dated January 8, 2003 with Johnice Cody

99.4              Fee Agreement dated June 2, 2003 with Angela Hardnick

99.5              Fee Agreement dated June 2, 2003 with Athena Mills
* Previously filed
ITEM 9   UNDERTAKINGS.

1.       The undersigned registrant hereby undertakes:

         (a)      To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

                  (i)      to include any prospectus required by section
10(a)(3) of the Securities Act;

                  (ii)     to reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;

                  (iii)    to include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.

         (b)      That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c)      To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

2.       The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

3.       Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cleveland, State of Ohio, on June 4, 2003.

                                          AuGRID Corporation

                                          By: /s/ MJ SHAHEED
                                              --------------
                                              M. J. Shaheed,
                                              President

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of June 4, 2003.
SIGNATURES                         TITLE                        DATE
------------------         --------------------------------   ---------------
/s/ MJ SHAHEED             Chairman of the Board,             June 4, 2003
------------------         President and Chief
M. J. Shaheed              Executive Officer

/s/ MARY F.SLOAT-          Secretary and Director             June 4, 2003
HOROSZKO
------------------
Mary F. Sloat-
Horoszko

/s/ ESSA MASHNI            Director                           June 4, 2003
------------------
Essa Mashni

/s/ STAN CHAPMAN           CFO, Treasurer and Director        June 4, 2003
------------------
Stan Chapman

/s/ MICHAEL                COO and Director                   June 4, 2003
YOUNG
------------------
Michael Young
EXHIBIT INDEX
                                       TO
                       REGISTRATION STATEMENT ON FORM S-8
EXHIBIT NUMBER                            DESCRIPTION
--------------    --------------------------------------------------------------
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.

5.1               Opinion of Nicolette Loisel, Esq.

23.1              Consent of Nicolette Loisel, Esq. (included in Exhibit 5.1).

23.2              Consent of Henry L. Creel Co., Inc.

99.1*             Consulting Agreement with Ahmad Alyasin dated February 6,
                  2003 as amended by Amendment No. 1 to Consulting Agreement
                  dated April 23, 2003.

99.2              Amendment No. 2 to Consulting Agreement dated June 3, 2003.

99.3              Fee Agreement dated January 8, 2003

99.4              Fee Agreement dated June 2, 2003 with Angela Hardnick

99.5              Fee Agreement dated June 2, 2003 with Athena Mills
* Previously filed