Registration  No.  33-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8


                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               AUGRID CORPORATION
                              -------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            NEVADA                                           34-1878390
-------------------------------                              ----------
(STATE  OR  OTHER  JURISDICTION                            (IRS  EMPLOYER
OF  INCORPORATION)                                       IDENTIFICATION  NO.)


10777  WESTHEIMER  ROAD,  SUITE  1040,  HOUSTON,  TEXAS                 77042
-------------------------------------------------------                 -----
(ADDRESS  OF  PRINCIPAL  EXECUTIVE  OFFICES)                          (ZIP CODE)


                           STOCK ISSUANCE PURSUANT TO
                            CONSULTING SERVICES PLAN
                           --------------------------
                            (FULL TITLE OF THE PLAN)


                                                COPY  TO:
M.J.  SHAHEED,  CEO                             DAVID M. LOEV, ATTORNEY AT LAW
AUGRID  CORPORATION                             2777  ALLEN  PARKWAY
10777  WESTHEIMER  ROAD,  SUITE  1040           SUITE  1000
HOUSTON,  TEXAS  77042                          HOUSTON,  TEXAS  77019
(216)  426-1589                                 (713)  524-4110
NAME,  ADDRESS  AND  TELEPHONE
(NUMBER  OF  AGENT  FOR  SERVICE)




     APPROXIMATE DATE OF PROPOSED SALES PURSUANT TO THE PLAN:  FROM TIME TO TIME
AFTER  THE  EFFECTIVE  DATE  OF  THIS  REGISTRATION  STATEMENT.


<TABLE>
<CAPTION>


                                        CALCULATION OF REGISTRATION FEE

                                                   PROPOSED MAXIMUM     PROPOSED MAXIMUM      AMOUNT OF
TITLE OF SECURITIES              AMOUNT TO BE     OFFERING PRICE PER   AGGREGATE OFFERING   REGISTRATION
 TO BE REGISTERED                 REGISTERED           SHARE (1)               PRICE            FEE
-----------------------------  ----------------  --------------------  -------------------  -------------

<S>                            <C>               <C>                   <C>                  <C>
Common Stock, $.001 par value    65,000,000            $ .0022             $ 143,000            $ 18.12
-----------------------------  ----------------  --------------------  -------------------  -------------
</TABLE>


(1)     Calculated  in  accordance  with  Rule  457(c) solely for the purpose of
determining the registration fee.  The offering price is based on the average of
the  bid  and asked price as reported on the Nasdaq Electronic Bulletin Board as
of  August  26,  2004.


<PAGE>


                                     PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS


ITEM  1.     PLAN  INFORMATION

     Information  required  by  Item 1 is included in documents sent or given to
participants  in  the  Plan  pursuant  to  Rule 428(b)(1) of the Securities Act.

ITEM  2.     REGISTRATION  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION

     Information  required  by  Item 2 is included in documents sent or given to
participants  in  the  Plan  pursuant  to  Rule 428(b)(1) of the Securities Act.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE

     The  following  documents filed with the Securities and Exchange Commission
(the  "Commission")  are  incorporated  by  reference  into  this  Registration
Statement  and  are  made  a  part  hereof:

(a)  The Company's Annual Report on Form 10-KSB filed on April 14, 2004, for the
     fiscal  year  ended  December  31,  2003,  which includes audited financial
     statements  as  of  and  for  the  year  ended  December  31,  2003.
(b)  All  other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
     Act  since the end of the fiscal year covered by the Annual Report referred
     to  in  Item  3(a)  above.
(c)  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.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c),  14  and  15(d) of the Securities Exchange Act of 1934, as amended, after
the  date  of  filing  this Registration Statement and prior to such time as the
Company  files  a  post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or which deregisters
all  securities  then  remaining  unsold,  shall be deemed to be incorporated by
reference  in  this Registration Statement and to be a part hereof from the date
of  filing  of  such  documents.

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

ITEM  4.     DESCRIPTION  OF  SECURITIES

     Not  applicable

ITEM  5.     INTEREST  OF  NAMED  EXPERTS  AND  COUNSEL

     Not  applicable


<PAGE>


ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS

     The  Company's Bylaws provide that the Company shall indemnify its officers
and  directors  against  all  expenses  and liabilities, including counsel fees,
reasonably incurred by or imposed upon an officer or director in connection with
any proceeding to which the officer or director may be made a party, or in which
the  officer  or director may become involved, by reason of being or having been
an  officer  or  director  of  the Company or is or was serving at the Company's
request  as  a director, officer, employee or agent of the Company, partnership,
joint  venture,  trust  or enterprise, or any settlement thereof, except in such
cases  wherein the officer or director is adjudged guilty of willful misfeasance
or malfeasance in the performance of the officer's or director's duties.  In the
event of a settlement, the indemnification only applies when the Company's Board
of  Directors  approves  such  settlement and reimbursement as being in the best
interests  of  the  Company.

The  Bylaws  further  provide  that  the Company will indemnify its officers and
directors  against  expenses  of  a suit, litigation or other proceeding that is
specifically  permissible  under   applicable  law.   Nevada  law  authorizes  a
corporation  to  indemnify  directors,  officers,  employees  or  agents  of the
corporation  in  non-derivative suits if such party acted in good faith and in a
manner  he  reasonably  believed to be in or not opposed to the best interest of
the  corporation  and, with respect to any criminal action or proceeding, had no
reasonable  cause  to  believe  his  conduct  was  unlawful,  as  determined  in
accordance  with  Nevada  law.

The  foregoing  provisions  affecting  personal  liability  do  not  abrogate  a
director's  fiduciary  duty  to  the Company and its shareholders, but eliminate
personal  liability  for  monetary  damages  for  breach  of  that   duty.   The
provisions  do  not, however, eliminate or limit the liability of a director for
failing  to  act  in  good  faith,  for  engaging  in  intentional misconduct or
knowingly  violating a law, for authorizing the illegal payment of a dividend or
repurchase of stock, for obtaining an improper personal benefit, for breaching a
director's  duty  of  loyalty,  which  is generally described as the duty not to
engage  in any transaction which involves a conflict between the interest of the
Company  and  those of the director, or for violations of the federal securities
laws.  Moreover,  they  do not provide indemnification for liability arising out
of  willful  misconduct,  fraud,  or   dishonesty,  for   "short-swing"  profits
violations  under  the  federal  securities  laws,  for  the  receipt of illegal
remuneration or if the officer or director received a benefit in money, property
or  services  to  which  the  officer  or  director  is  not  legally  entitled.

ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED

     Not  applicable.

ITEM  8.     EXHIBITS

     4.1  Consulting  Services  Agreement  with  Ahmad  Alyasin
     5.1  Opinion and consent of David M. Loev, Attorney at Law re: the legality
          of  the  shares  being  registered
     23.1  Consent  of  David M. Loev, Attorney at Law (included in Exhibit 5.1)
     23.2  Consent  of  Henry  L.  Creel  Co.,  Inc.

ITEM  9.     UNDERTAKINGS

     (a)     The  registrant  hereby  undertakes:

(1)  To  file,  during  any  period  in  which offers or sells are being made, a
     post-effective  amendment  to  this  registration  statement 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.
(2)  That,  for the purpose of determining liability under the Securities Act of
     1933,  each post-effective amendment shall be treated as a new registration
     statement  of the securities offered, and the offering of the securities at
     that  time  shall  be  deemed to be the initial bona fide offering thereof.
(3)  To  file  a post-effective amendment to remove from registration any of the
     securities  being registered that remain unsold at the end of the offering.


<PAGE>


     (b)     The  undersigned registrant hereby undertakes that, for purposes of
determining  any  liability under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant  to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act  of  1934  (and,  where  applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act  of  1934)  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.

     (c)     Insofar  as  indemnification  for  liabilities  arising  under  the
Securities  Act  of 1933 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 Securities and
Exchange  Commission  such indemnification is against public policy as expressed
in  the  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 Act and will
be  governed  by  the  final  adjudication  of  such  issue.

                                   SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the registrant
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  Houston,  State  of  Texas,  on August 18, 2004.

                                      AUGRID CORPORATION


                                      BY: /s/ M.J. Shaheed
                                      M.J.  Shaheed,  Chief  Executive  Officer

     Pursuant  to  the  requirements   of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  date  indicated.


     SIGNATURES              TITLE                                    DATE
     ----------              -----                                    ----

/s/ M.J. Shaheed
----------------------    Chairman of the Board, President       August 27, 2004
M.J.  Shaheed             and  Chief  Executive  Officer

/s/ Stan Chapman
----------------------    Treasurer, Chief Financial Officer     August 27, 2004
Stan  Chapman             and  Director

/s/ Mary F. Sloat-Horoszko
----------------------    Secretary  and  Director               August 27, 2004
Mary F. Sloat-Horoszko

/s/ Essa Mashni
----------------------    Director                               August 27, 2004
Essa  Mashni


<PAGE>


                         DAVID M. LOEV, ATTORNEY AT LAW
                         2777 ALLEN PARKWAY, SUITE 1000
                                HOUSTON, TX 77019
                               713-524-4110 PHONE
                             713-524-4122 FACSIMILE

August 27, 2004


AuGRID  Corporation
10777  Westheimer  Road,  Suite  1040
Houston,  TX  77042

Re:     Form  S-8  Registration  Statement

Gentlemen:

You  have  requested  that  we furnish you our legal opinion with respect to the
legality  of  the  following  described  securities  of  AuGRID Corporation (the
"Company")  covered  by  a  Form  S-8  Registration Statement (the "Registration
Statement"),  filed  with the Securities and Exchange Commission for the purpose
of  registering  such  securities  under  the  Securities  Act  of  1933:

   -  65,000,000 shares (the "Shares") of common stock, $.001 par value issuable
      pursuant  the  Consulting  Services  Plan.

In  connection  with  this opinion, I have examined the corporate records of the
Company,  including the Company's Articles of Incorporation, as amended, Bylaws,
and  the  Minutes  of  its  Board  of  Directors  and Shareholders meetings, the
consulting  agreement,  the Registration Statement, and such other documents and
records  as  I  deemed  relevant  in  order  to  render  this  opinion.

Based  on the foregoing, it is my opinion that, after the Registration Statement
becomes  effective  and  the  Shares have been issued and delivered as described
therein,  the  Shares  will  be  validly  issued, fully paid and non-assessable.

The Company has been advised that the Shares are not eligible for issuance where
services  are  in  connection  with  the  offer  or  sale  of  securities  in  a
capital-raising  transaction, or they directly or indirectly promote or maintain
a  market  for  the  Company's  securities.

I  hereby consent to the filing of this opinion with the Securities and Exchange
Commission  as  an  exhibit to the Registration Statement and further consent to
statements made therein regarding this firm and use of my name under the heading
"Legal  Matters"  in  the  Prospectus  constituting  a part of such Registration
Statement.

                                   Sincerely,


                                   /s/ David M. Loev, Attorney at Law


<PAGE>



Exhibit  23.2

                                      Henry L Creel Co
                                      3587 Lee Road
                                      Shaker Hts Ohio 44120



CONSENT  OF  INDEPENDENT  ACCOUNTANTS

We  hereby  consent  to  the  incorporation  by  reference  in this Registration
Statement  on  Form S-8 of our report relating to the financial statements which
appear  in  AuGRID Corporation's Annual Report on Form 10-KSB for the year ended
December  31,  2003.


/s/  Henry  L.  Creel  Co.,  Inc.
---------------------------------
Henry  L.  Creel  Co.,  Inc.
Cleveland,  Ohio

August  26,  2004


<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 16710}]
{"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": "333-118608", "film-number": "041001664"}, "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"}}
Registration  No.  33-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               AUGRID CORPORATION
                              -------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            NEVADA                                           34-1878390
-------------------------------                              ----------
(STATE  OR  OTHER  JURISDICTION                            (IRS  EMPLOYER
OF  INCORPORATION)                                       IDENTIFICATION  NO.)

10777  WESTHEIMER  ROAD,  SUITE  1040,  HOUSTON,  TEXAS                 77042
-------------------------------------------------------                 -----
(ADDRESS  OF  PRINCIPAL  EXECUTIVE  OFFICES)                          (ZIP CODE)

                           STOCK ISSUANCE PURSUANT TO
                            CONSULTING SERVICES PLAN
                           --------------------------
                            (FULL TITLE OF THE PLAN)

                                                COPY  TO:
M.J.  SHAHEED,  CEO                             DAVID M. LOEV, ATTORNEY AT LAW
AUGRID  CORPORATION                             2777  ALLEN  PARKWAY
10777  WESTHEIMER  ROAD,  SUITE  1040           SUITE  1000
HOUSTON,  TEXAS  77042                          HOUSTON,  TEXAS  77019
(216)  426-1589                                 (713)  524-4110
NAME,  ADDRESS  AND  TELEPHONE
(NUMBER  OF  AGENT  FOR  SERVICE)

     APPROXIMATE DATE OF PROPOSED SALES PURSUANT TO THE PLAN:  FROM TIME TO TIME
AFTER  THE  EFFECTIVE  DATE  OF  THIS  REGISTRATION  STATEMENT.
CALCULATION OF REGISTRATION FEE

                                                   PROPOSED MAXIMUM     PROPOSED MAXIMUM      AMOUNT OF
TITLE OF SECURITIES              AMOUNT TO BE     OFFERING PRICE PER   AGGREGATE OFFERING   REGISTRATION
 TO BE REGISTERED                 REGISTERED           SHARE (1)               PRICE            FEE
-----------------------------  ----------------  --------------------  -------------------  -------------
Common Stock, $.001 par value    65,000,000            $ .0022             $ 143,000            $ 18.12
-----------------------------  ----------------  --------------------  -------------------  -------------
(1)     Calculated  in  accordance  with  Rule  457(c) solely for the purpose of
determining the registration fee.  The offering price is based on the average of
the  bid  and asked price as reported on the Nasdaq Electronic Bulletin Board as
of  August  26,  2004.
PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

ITEM  1.     PLAN  INFORMATION

     Information  required  by  Item 1 is included in documents sent or given to
participants  in  the  Plan  pursuant  to  Rule 428(b)(1) of the Securities Act.

ITEM  2.     REGISTRATION  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION

     Information  required  by  Item 2 is included in documents sent or given to
participants  in  the  Plan  pursuant  to  Rule 428(b)(1) of the Securities Act.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE

     The  following  documents filed with the Securities and Exchange Commission
(the  "Commission")  are  incorporated  by  reference  into  this  Registration
Statement  and  are  made  a  part  hereof:

(a)  The Company's Annual Report on Form 10-KSB filed on April 14, 2004, for the
     fiscal  year  ended  December  31,  2003,  which includes audited financial
     statements  as  of  and  for  the  year  ended  December  31,  2003.
(b)  All  other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
     Act  since the end of the fiscal year covered by the Annual Report referred
     to  in  Item  3(a)  above.
(c)  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.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c),  14  and  15(d) of the Securities Exchange Act of 1934, as amended, after
the  date  of  filing  this Registration Statement and prior to such time as the
Company  files  a  post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or which deregisters
all  securities  then  remaining  unsold,  shall be deemed to be incorporated by
reference  in  this Registration Statement and to be a part hereof from the date
of  filing  of  such  documents.

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

ITEM  4.     DESCRIPTION  OF  SECURITIES

     Not  applicable

ITEM  5.     INTEREST  OF  NAMED  EXPERTS  AND  COUNSEL

     Not  applicable
ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS

     The  Company's Bylaws provide that the Company shall indemnify its officers
and  directors  against  all  expenses  and liabilities, including counsel fees,
reasonably incurred by or imposed upon an officer or director in connection with
any proceeding to which the officer or director may be made a party, or in which
the  officer  or director may become involved, by reason of being or having been
an  officer  or  director  of  the Company or is or was serving at the Company's
request  as  a director, officer, employee or agent of the Company, partnership,
joint  venture,  trust  or enterprise, or any settlement thereof, except in such
cases  wherein the officer or director is adjudged guilty of willful misfeasance
or malfeasance in the performance of the officer's or director's duties.  In the
event of a settlement, the indemnification only applies when the Company's Board
of  Directors  approves  such  settlement and reimbursement as being in the best
interests  of  the  Company.

The  Bylaws  further  provide  that  the Company will indemnify its officers and
directors  against  expenses  of  a suit, litigation or other proceeding that is
specifically  permissible  under   applicable  law.   Nevada  law  authorizes  a
corporation  to  indemnify  directors,  officers,  employees  or  agents  of the
corporation  in  non-derivative suits if such party acted in good faith and in a
manner  he  reasonably  believed to be in or not opposed to the best interest of
the  corporation  and, with respect to any criminal action or proceeding, had no
reasonable  cause  to  believe  his  conduct  was  unlawful,  as  determined  in
accordance  with  Nevada  law.

The  foregoing  provisions  affecting  personal  liability  do  not  abrogate  a
director's  fiduciary  duty  to  the Company and its shareholders, but eliminate
personal  liability  for  monetary  damages  for  breach  of  that   duty.   The
provisions  do  not, however, eliminate or limit the liability of a director for
failing  to  act  in  good  faith,  for  engaging  in  intentional misconduct or
knowingly  violating a law, for authorizing the illegal payment of a dividend or
repurchase of stock, for obtaining an improper personal benefit, for breaching a
director's  duty  of  loyalty,  which  is generally described as the duty not to
engage  in any transaction which involves a conflict between the interest of the
Company  and  those of the director, or for violations of the federal securities
laws.  Moreover,  they  do not provide indemnification for liability arising out
of  willful  misconduct,  fraud,  or   dishonesty,  for   "short-swing"  profits
violations  under  the  federal  securities  laws,  for  the  receipt of illegal
remuneration or if the officer or director received a benefit in money, property
or  services  to  which  the  officer  or  director  is  not  legally  entitled.

ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED

     Not  applicable.

ITEM  8.     EXHIBITS

     4.1  Consulting  Services  Agreement  with  Ahmad  Alyasin
     5.1  Opinion and consent of David M. Loev, Attorney at Law re: the legality
          of  the  shares  being  registered
     23.1  Consent  of  David M. Loev, Attorney at Law (included in Exhibit 5.1)
     23.2  Consent  of  Henry  L.  Creel  Co.,  Inc.

ITEM  9.     UNDERTAKINGS

     (a)     The  registrant  hereby  undertakes:

(1)  To  file,  during  any  period  in  which offers or sells are being made, a
     post-effective  amendment  to  this  registration  statement 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.
(2)  That,  for the purpose of determining liability under the Securities Act of
     1933,  each post-effective amendment shall be treated as a new registration
     statement  of the securities offered, and the offering of the securities at
     that  time  shall  be  deemed to be the initial bona fide offering thereof.
(3)  To  file  a post-effective amendment to remove from registration any of the
     securities  being registered that remain unsold at the end of the offering.
(b)     The  undersigned registrant hereby undertakes that, for purposes of
determining  any  liability under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant  to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act  of  1934  (and,  where  applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act  of  1934)  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.

     (c)     Insofar  as  indemnification  for  liabilities  arising  under  the
Securities  Act  of 1933 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 Securities and
Exchange  Commission  such indemnification is against public policy as expressed
in  the  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 Act and will
be  governed  by  the  final  adjudication  of  such  issue.

                                   SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the registrant
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  Houston,  State  of  Texas,  on August 18, 2004.

                                      AUGRID CORPORATION

                                      BY: /s/ M.J. Shaheed
                                      M.J.  Shaheed,  Chief  Executive  Officer

     Pursuant  to  the  requirements   of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  date  indicated.

     SIGNATURES              TITLE                                    DATE
     ----------              -----                                    ----

/s/ M.J. Shaheed
----------------------    Chairman of the Board, President       August 27, 2004
M.J.  Shaheed             and  Chief  Executive  Officer

/s/ Stan Chapman
----------------------    Treasurer, Chief Financial Officer     August 27, 2004
Stan  Chapman             and  Director

/s/ Mary F. Sloat-Horoszko
----------------------    Secretary  and  Director               August 27, 2004
Mary F. Sloat-Horoszko

/s/ Essa Mashni
----------------------    Director                               August 27, 2004
Essa  Mashni
DAVID M. LOEV, ATTORNEY AT LAW
                         2777 ALLEN PARKWAY, SUITE 1000
                                HOUSTON, TX 77019
                               713-524-4110 PHONE
                             713-524-4122 FACSIMILE

August 27, 2004

AuGRID  Corporation
10777  Westheimer  Road,  Suite  1040
Houston,  TX  77042

Re:     Form  S-8  Registration  Statement

Gentlemen:

You  have  requested  that  we furnish you our legal opinion with respect to the
legality  of  the  following  described  securities  of  AuGRID Corporation (the
"Company")  covered  by  a  Form  S-8  Registration Statement (the "Registration
Statement"),  filed  with the Securities and Exchange Commission for the purpose
of  registering  such  securities  under  the  Securities  Act  of  1933:

   -  65,000,000 shares (the "Shares") of common stock, $.001 par value issuable
      pursuant  the  Consulting  Services  Plan.

In  connection  with  this opinion, I have examined the corporate records of the
Company,  including the Company's Articles of Incorporation, as amended, Bylaws,
and  the  Minutes  of  its  Board  of  Directors  and Shareholders meetings, the
consulting  agreement,  the Registration Statement, and such other documents and
records  as  I  deemed  relevant  in  order  to  render  this  opinion.

Based  on the foregoing, it is my opinion that, after the Registration Statement
becomes  effective  and  the  Shares have been issued and delivered as described
therein,  the  Shares  will  be  validly  issued, fully paid and non-assessable.

The Company has been advised that the Shares are not eligible for issuance where
services  are  in  connection  with  the  offer  or  sale  of  securities  in  a
capital-raising  transaction, or they directly or indirectly promote or maintain
a  market  for  the  Company's  securities.

I  hereby consent to the filing of this opinion with the Securities and Exchange
Commission  as  an  exhibit to the Registration Statement and further consent to
statements made therein regarding this firm and use of my name under the heading
"Legal  Matters"  in  the  Prospectus  constituting  a part of such Registration
Statement.

                                   Sincerely,

                                   /s/ David M. Loev, Attorney at Law
Exhibit  23.2

                                      Henry L Creel Co
                                      3587 Lee Road
                                      Shaker Hts Ohio 44120

CONSENT  OF  INDEPENDENT  ACCOUNTANTS

We  hereby  consent  to  the  incorporation  by  reference  in this Registration
Statement  on  Form S-8 of our report relating to the financial statements which
appear  in  AuGRID Corporation's Annual Report on Form 10-KSB for the year ended
December  31,  2003.

/s/  Henry  L.  Creel  Co.,  Inc.
---------------------------------
Henry  L.  Creel  Co.,  Inc.
Cleveland,  Ohio

August  26,  2004