<PAGE>

As filed with the Securities and Exchange Commission on December 3, 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 with Optima Ventures, Inc.
                          (Full Title of the Agreement)

                             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:
                              James G. Smith, Esq.
                     Tarter Krinsky & Drogin LLP
                        470 Park Avenue South, 14th Floor
                               New York, NY 10016
                           (212) 481-8585

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


<PAGE>


<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------
                                                           Proposed
                                          Proposed         Maximum
                                          Maximum          Offering
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                    50,000,000       $.0068           $ 340,000          $ 28
</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 December 1, 2003.





                                       1

<PAGE>



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

         As permitted by Rule 428 under the  Securities Act of 1933, as amended,
this  Registration  Statement omits the information  specified in Part I of Form
S-8. The documents  constituting Part I of this  Registration  Statement will be
sent or given to the parties to the Agreement as required by Rule 428(b).

         AuGRID  Corporation  (the "Company") is not filing these documents with
the Securities and Exchange Commission as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities
Act.

Item 1.  Plan Information

         Not required to be filed with the  Securities  and Exchange  Commission
(the "Commission").

Item 2.  Registrant Information

         Not required to be filed with the Commission.

         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
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:

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

         o        The Company's  Quarterly Report on Form 10-QSB for the quarter
                  ended September 30, 2003;

         o        The Company's  Quarterly Report on Form 10-QSB for the quarter
                  ended June 30, 2003;

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

         o        All other  reports  filed by the  Company  pursuant to Section
                  13(a) or 15(d) of the Exchange Act since December 31, 2002;

         o        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

         o        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.

                                       2
<PAGE>

         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.

                                       3
<PAGE>


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      Certificate of Amendment of Articles of  Incorporation  of the
                  Company filed with the Nevada Secretary of State on August 12,
                  2003 and  incorporated  by  reference  to  Exhibit  3.1 to the
                  Company's  Form 10-QSB,  filed with the Commission on November
                  14, 2003.

         3.4      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 Tarter Krinsky & Drogin, LLP

         23.1     Consent of Tarter  Krinsky & Drogin,  LLP (included in Exhibit
                  5.1)

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

         99.1     Consulting Services Agreement with Optima Ventures, Inc.

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;

                                       4
<PAGE>

                       (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 December 3, 2003.

                                       5
<PAGE>

                            AuGRID Corporation

                            By:  /s/ M.J. 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 December 3, 2003.

       Signatures                       Title                       Date
-----------------------    -----------------------------   --------------------

/s/ M.J. SHAHEED           Chairman of the Board,           December 3, 2003
----------------           President and Chief Executive
    M. J. Shaheed          Officer



/s/ MARY F.SLOAT-HOROSZKO  Secretary/Director               December 3, 2003
-------------------------
Mary F. Sloat-Horoszko

/s/ ESSA MASHNI            Director                         December 3, 2003
-------------------------
Essa Mashni

/s/ STAN CHAPMAN           Treasurer/Chief Financial        December 3, 2003
----------------           Officer/Director
Stan Chapman


                                       6

<PAGE>



                                  EXHIBIT INDEX
                                       TO
                       REGISTRATION STATEMENT ON FORM S-8

   Exhibit Number                         Description


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      Certificate of Amendment of Articles of  Incorporation  of the
                  Company filed with the Nevada Secretary of State on August 12,
                  2003 and  incorporated  by  reference  to  Exhibit  3.1 to the
                  Company's  Form 10-QSB,  filed with the Commission on November
                  14, 2003.

         3.4      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 Tarter Krinsky & Drogin, LLP

         23.1     Consent of Tarter  Krinsky & Drogin,  LLP (included in Exhibit
                  5.1)

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

         99.1     Consulting Services Agreement with Optima Ventures, Inc.
[{"type": "S-8", "sequence": "1", "filename": "forms8.txt", "secsgml_size_bytes": 18670}]
{"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": "333-110887", "film-number": "031035168"}, "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 December 3, 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 with Optima Ventures, Inc.
                          (Full Title of the Agreement)

                             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:
                              James G. Smith, Esq.
                     Tarter Krinsky & Drogin LLP
                        470 Park Avenue South, 14th Floor
                               New York, NY 10016
                           (212) 481-8585

                        --------------------------------
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------
                                                           Proposed
                                          Proposed         Maximum
                                          Maximum          Offering
Title of Securities      Amount  to       Offering Price   Aggregate          Amount of
to be Registered         Be Registered    Per Share*       Offering Price*    Registration Fee
-------------------------------------------------------------------------------------------------
Common
Stock                    50,000,000       $.0068           $ 340,000          $ 28
---------------
* 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 December 1, 2003.

                                       1
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         As permitted by Rule 428 under the  Securities Act of 1933, as amended,
this  Registration  Statement omits the information  specified in Part I of Form
S-8. The documents  constituting Part I of this  Registration  Statement will be
sent or given to the parties to the Agreement as required by Rule 428(b).

         AuGRID  Corporation  (the "Company") is not filing these documents with
the Securities and Exchange Commission as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities
Act.

Item 1.  Plan Information

         Not required to be filed with the  Securities  and Exchange  Commission
(the "Commission").

Item 2.  Registrant Information

         Not required to be filed with the Commission.

         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
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:

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

         o        The Company's  Quarterly Report on Form 10-QSB for the quarter
                  ended September 30, 2003;

         o        The Company's  Quarterly Report on Form 10-QSB for the quarter
                  ended June 30, 2003;

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

         o        All other  reports  filed by the  Company  pursuant to Section
                  13(a) or 15(d) of the Exchange Act since December 31, 2002;

         o        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

         o        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.

                                       2
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.

                                       3
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      Certificate of Amendment of Articles of  Incorporation  of the
                  Company filed with the Nevada Secretary of State on August 12,
                  2003 and  incorporated  by  reference  to  Exhibit  3.1 to the
                  Company's  Form 10-QSB,  filed with the Commission on November
                  14, 2003.

         3.4      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 Tarter Krinsky & Drogin, LLP

         23.1     Consent of Tarter  Krinsky & Drogin,  LLP (included in Exhibit
                  5.1)

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

         99.1     Consulting Services Agreement with Optima Ventures, Inc.

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;

                                       4
(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 December 3, 2003.

                                       5
AuGRID Corporation

                            By:  /s/ M.J. 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 December 3, 2003.

       Signatures                       Title                       Date
-----------------------    -----------------------------   --------------------

/s/ M.J. SHAHEED           Chairman of the Board,           December 3, 2003
----------------           President and Chief Executive
    M. J. Shaheed          Officer

/s/ MARY F.SLOAT-HOROSZKO  Secretary/Director               December 3, 2003
-------------------------
Mary F. Sloat-Horoszko

/s/ ESSA MASHNI            Director                         December 3, 2003
-------------------------
Essa Mashni

/s/ STAN CHAPMAN           Treasurer/Chief Financial        December 3, 2003
----------------           Officer/Director
Stan Chapman

                                       6
EXHIBIT INDEX
                                       TO
                       REGISTRATION STATEMENT ON FORM S-8

   Exhibit Number                         Description

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      Certificate of Amendment of Articles of  Incorporation  of the
                  Company filed with the Nevada Secretary of State on August 12,
                  2003 and  incorporated  by  reference  to  Exhibit  3.1 to the
                  Company's  Form 10-QSB,  filed with the Commission on November
                  14, 2003.

         3.4      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 Tarter Krinsky & Drogin, LLP

         23.1     Consent of Tarter  Krinsky & Drogin,  LLP (included in Exhibit
                  5.1)

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

         99.1     Consulting Services Agreement with Optima Ventures, Inc.