As filed with the Securities and Exchange Commission on September 29, 2004
                                   Reg.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 of                      (I.R.S. identification No.)
Employer incorporation or organization)

                        10777 Westheimer Road, Suite 1040
                              Houston, Texas 77042
                               Tel: (713) 532-2000
                    (Address of principal executive offices)
                ________________________________________________

                       ADVISORY AND CONSULTING AGREEMENTS
                              (Full title of plan)
                        ________________________________
                                  M.J. Shaheed
                             Chief Executive Officer
                        10777 Westheimer Road, Suite 1040
                              Houston, Texas 77042
                     (Name and address of agent for service)
                               Tel:(713) 532-2000
          (Telephone number, including area code of agent for service)

                                    Copy to:
                            Michael L. Corrigan, Esq.
                           7770 Regents Road #113-401
                            San Diego, CA 92122-1967
                                 (858) 362-1440

<TABLE>
<CAPTION>
                              CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------
                                      Proposed        Proposed
Title of securities   Amount to be    maximum         maximum               Amount of
to be registered      Registered (1)  offering price  Aggregate offering    Registration fee
                                      per share       Price (2)
---------------------------------------------------------------------------------------------
<S>                   <C>             <C>             <C>                   <C>

Common Stock         100,000,000       .00106         $    106,000          $    13.43
(par value .001)
---------------------------------------------------------------------------------------------


</TABLE>


(1)   Represents 100,000,000 shares of Common Stock to be issued as compensation
for services rendered.
(2)  Estimated solely for the purpose of determining the amount of registration
fee and pursuant to Rules 457(c) and 457(h) of the General Rules and Regulations
under the Securities Act of 1933.


<PAGE>


PART I

     INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1

     The  document(s) containing the information specified in Part I of Form S-8
will be sent or given to participating parties in accordance with Rule 428(b)(1)
promulgated  by  the Securities and Exchange Commission (the "Commission") under
the  Securities  Act  of  1933, as amended (the "Act"). Such document(s) are not
being  filed  with the Commission pursuant to the introductory Note to Part 1 of
Form  S-8, but constitute (along with the documents incorporated by reference to
the  Registration  Statement  pursuant to Item 3 of Part II hereof) a prospectus
that  meets  the  requirements  of  Section  10(a)  of  the  Act.

Purposes:

The  Common Stock will be issued by the Company pursuant to an agreement entered
into  by  the Company and approved by the Board of Directors of the Company (the
"Board of Directors"). The agreement is intended to provide a method whereby the
Company  may  be stimulated by the personal involvement of the Consultant in the
Company's  business  thereby  advancing the interests of the Company, and all of
its  shareholders.

Common Stock:

The  Board has authorized the issuance of up to 100,000,000 shares of the Common
Stock  to  the  Consultant  upon  effectiveness  of  the registration statement.

Consultants:

The  Consultant has agreed to provide its expertise and advice to the Company on
a non-exclusive basis for the purpose of generally representing the Company with
respect  to  certain  legal  matters.

No Restrictions on Transfer

Upon  the  shares  becoming  "Earned"  pursuant  to  the  terms  of Consultant's
engagement agreement, the Consultant will become the record and beneficial owner
of  the shares of Common Stock upon issuance and delivery and is entitled to all
of  the  rights of ownership, including the right to vote any shares awarded and
to  receive  ordinary  cash  dividends  on  the  Common  Stock.


<PAGE>


Tax Treatment to the Consultant

The  Common  Stock is not qualified under Section 401(a) of the Internal Revenue
Code.  The Consultant, therefore, will be deemed for federal income tax purposes
to  recognize  ordinary income during the taxable year in which the first of the
following  events  occurs: (a) the shares become freely transferable, or (b) the
shares cease to be subject to a substantial risk of forfeiture. Accordingly, the
Consultant will receive compensation taxable at ordinary rates equal to the fair
market  value  of  the  shares  on  the  date  of receipt since there will be no
substantial  risk  of forfeiture or other restrictions on transfer. If, however,
the  Consultant  receives shares of common stock pursuant to the exercises of an
option or options at an exercise price below the fair market value of the shares
on  the date of exercise, the difference between the exercise price and the fair
market value of the stock on the date of exercise will be deemed ordinary income
for  federal tax purposes. The Consultant is urged to consult his tax advisor on
this  matter.  Further, if any recipient is an "affiliate", Section 16(b) of the
Exchange  Act  is  applicable  and  will  affect  the  issue  of  taxation.


Tax Treatment to the Company

The  amount  of  income recognized by any recipient hereunder in accordance with
the  foregoing  discussion  will  be  an  expense  deductible by the Company for
federal  income tax purposes in the taxable year of the Company during which the
recipient  recognizes  income.

Restrictions of Resales

In  the  event  that an affiliate of the Company acquires shares of Common Stock
hereunder,  the  affiliate will be subject to Section 16(b) of the Exchange Act.
Further,  in the event that any affiliate acquiring shares hereunder has sold or
sells  any  shares  of Common Stock in the six months preceding or following the
receipt  of  shares hereunder, any so called "profit", as computed under Section
16(b)  of the Exchange Act, would be required to be disgorged from the recipient
to  the  Company.  Services rendered have been recognized as valid consideration
for  the  "purchase" of shares in connection with the "profit" computation under
Section  16(b)  of the Exchange Act. The Company has agreed that for the purpose
of  any  "profit"  computation  under  16(b) the price paid for the Common Stock
issued  to  affiliates  is  equal  to  the value of services rendered. Shares of
Common Stock acquired hereunder by persons other than affiliates are not subject
to  Section  16(b)  of  the  Exchange  Act.

Item 2. Registrant Information

A  copy  of  any  document  or  part  hereof  incorporated  by reference in this
Registration  Statement  but  not delivered with this Prospectus or any document
required  to  be delivered pursuant to Rule 428(b) under the Securities Act will
be  furnished  without  charge  upon  written  or  oral  request.

Legal Opinions and Experts

Michael Corrigan has rendered an opinion on the validity of the securities being
registered.

The  financial  statements of AuGrid Corporation., by reference in the Company's
Annual  Report  (Form  10-KSB) for the period ended December 31, 2003, have been
audited  by  Henry L. Creel Co., Inc., as set forth in their report incorporated
herein  by reference and are incorporated herein by reference reliance upon such
report  given  upon  the  authority  of  the  firm  as  experts  in auditing and
accounting.


<PAGE>


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents are incorporated by reference in this registration
statement and are not required to be filed with this registration statement:

          (a)  Registrant's  Annual  Report  on  Form 10-KSB for the fiscal year
     ended  December 31, 2003, filed on April 14, 2004 pursuant to Section 15(d)
     of  the  Securities  Exchange  Act  of  1934,  as  amended.

          (b)  Registrant's  quarterly  reports  on  Form 10-QSB, for the fiscal
     quarters  ended  June  30, 2004, March 31, 2004, and September 30, 2003 and
     registrant's  current reports on Form 8-K, pursuant to Section 15(d) of the
     Securities  Exchange  Act  of  1934,  as  amended.

     All documents filed by the registrant pursuant to Sections 13(a), 13(c), 14
and  15(d)  of  the  Securities  Exchange  Act  of  1934  after the date of this
registration  statement and prior to the filing of a post-effective amendment to
this  registration  statement  which  indicates  that  all  securities  offered
hereunder  have  been  sold,  or which deregisters all securities then remaining
unsold  under this registration statement, 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.

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.

The Exhibits to this registration statement are listed in the index to Exhibits.


<PAGE>


Item 9. Undertakings.

         The undersigned registrant hereby undertakes:

     1.  To  file,  during the 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  of  1933;
      (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.
Notwithstanding  the foregoing, any increase or decrease in volume of securities
offered  (if  the total dollar value of securities offered would not exceed that
which  was  registered)  and  any  deviation  from  the  low  or high end of the
estimated  maximum  offering  range  may  be reflected in the form of prospectus
filed  with  the  Commission  pursuant  to Rule 424(b) if, in the aggregate, the
changes  in  volume and price represent no more than a 20% change in the maximum
aggregate  offering  price  set  forth  in the "Calculation of Registration Fee"
table  in  the  effective  registration  statement.,  and,

      (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
Registration Statement is on Form S-3, Form S-8 or Form F-3, and 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 Securities Exchange
Act  of  1934  that are incorporated by reference in the registration statement.

     2.  That, for the purpose of determining any liability under the Securities
Act  of  1933,  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.

     3.  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.

     4.  The  undersigned registrant hereby undertakes to deliver or cause to be
delivered  with the prospectus, to each person to whom the prospectus is sent or
given,  the  latest  annual  report  to security holders that is incorporated by
reference  in  the  prospectus  and  furnished  pursuant  to  and  meeting  the
requirements  of  Rule  14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934;  and,  where  interim  financial  information  required to be presented by
Article  3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause  to  be  delivered to each person to whom the prospectus is sent or given,
the  latest  quarterly  report that is specifically incorporated by reference in
the  prospectus  to  provide  such  interim  financial  information.

     5.  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  pursuant to the plan's annual report pursuant to section 15(d) for 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.

     6.  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 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.


<PAGE>


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, whereunto duly
authorized,  in  Houston,  Texas,  on  September  29,  2004.

     AuGrid Corporation

     /S/ MJ Shaheed
     ----------------------------------------------------
     M.J. Shaheed, Chief Executive Officer



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


     /S/ MJ Shaheed
     ----------------------------------------------------
     M.J. Shaheed, Chief Executive Officer

Dated: September 29, 2004


<PAGE>


INDEX TO EXHIBITS

EXHIBIT
NO.                DESCRIPTION
---                -----------


4.1                 Consulting Agreement with FM Consulting Group, Inc.

5.1                 Opinion of Counsel, Michael Corrigan

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

23.2                Consent of Michael L. Corrigan
                   (included in Exhibit 5.1)
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 19789}]
{"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": "333-119388", "film-number": "041053933"}, "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 September 29, 2004
                                   Reg.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 of                      (I.R.S. identification No.)
Employer incorporation or organization)

                        10777 Westheimer Road, Suite 1040
                              Houston, Texas 77042
                               Tel: (713) 532-2000
                    (Address of principal executive offices)
                ________________________________________________

                       ADVISORY AND CONSULTING AGREEMENTS
                              (Full title of plan)
                        ________________________________
                                  M.J. Shaheed
                             Chief Executive Officer
                        10777 Westheimer Road, Suite 1040
                              Houston, Texas 77042
                     (Name and address of agent for service)
                               Tel:(713) 532-2000
          (Telephone number, including area code of agent for service)

                                    Copy to:
                            Michael L. Corrigan, Esq.
                           7770 Regents Road #113-401
                            San Diego, CA 92122-1967
                                 (858) 362-1440
CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------
                                      Proposed        Proposed
Title of securities   Amount to be    maximum         maximum               Amount of
to be registered      Registered (1)  offering price  Aggregate offering    Registration fee
                                      per share       Price (2)
---------------------------------------------------------------------------------------------
Common Stock         100,000,000       .00106         $    106,000          $    13.43
(par value .001)
---------------------------------------------------------------------------------------------
(1)   Represents 100,000,000 shares of Common Stock to be issued as compensation
for services rendered.
(2)  Estimated solely for the purpose of determining the amount of registration
fee and pursuant to Rules 457(c) and 457(h) of the General Rules and Regulations
under the Securities Act of 1933.
PART I

     INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1

     The  document(s) containing the information specified in Part I of Form S-8
will be sent or given to participating parties in accordance with Rule 428(b)(1)
promulgated  by  the Securities and Exchange Commission (the "Commission") under
the  Securities  Act  of  1933, as amended (the "Act"). Such document(s) are not
being  filed  with the Commission pursuant to the introductory Note to Part 1 of
Form  S-8, but constitute (along with the documents incorporated by reference to
the  Registration  Statement  pursuant to Item 3 of Part II hereof) a prospectus
that  meets  the  requirements  of  Section  10(a)  of  the  Act.

Purposes:

The  Common Stock will be issued by the Company pursuant to an agreement entered
into  by  the Company and approved by the Board of Directors of the Company (the
"Board of Directors"). The agreement is intended to provide a method whereby the
Company  may  be stimulated by the personal involvement of the Consultant in the
Company's  business  thereby  advancing the interests of the Company, and all of
its  shareholders.

Common Stock:

The  Board has authorized the issuance of up to 100,000,000 shares of the Common
Stock  to  the  Consultant  upon  effectiveness  of  the registration statement.

Consultants:

The  Consultant has agreed to provide its expertise and advice to the Company on
a non-exclusive basis for the purpose of generally representing the Company with
respect  to  certain  legal  matters.

No Restrictions on Transfer

Upon  the  shares  becoming  "Earned"  pursuant  to  the  terms  of Consultant's
engagement agreement, the Consultant will become the record and beneficial owner
of  the shares of Common Stock upon issuance and delivery and is entitled to all
of  the  rights of ownership, including the right to vote any shares awarded and
to  receive  ordinary  cash  dividends  on  the  Common  Stock.
Tax Treatment to the Consultant

The  Common  Stock is not qualified under Section 401(a) of the Internal Revenue
Code.  The Consultant, therefore, will be deemed for federal income tax purposes
to  recognize  ordinary income during the taxable year in which the first of the
following  events  occurs: (a) the shares become freely transferable, or (b) the
shares cease to be subject to a substantial risk of forfeiture. Accordingly, the
Consultant will receive compensation taxable at ordinary rates equal to the fair
market  value  of  the  shares  on  the  date  of receipt since there will be no
substantial  risk  of forfeiture or other restrictions on transfer. If, however,
the  Consultant  receives shares of common stock pursuant to the exercises of an
option or options at an exercise price below the fair market value of the shares
on  the date of exercise, the difference between the exercise price and the fair
market value of the stock on the date of exercise will be deemed ordinary income
for  federal tax purposes. The Consultant is urged to consult his tax advisor on
this  matter.  Further, if any recipient is an "affiliate", Section 16(b) of the
Exchange  Act  is  applicable  and  will  affect  the  issue  of  taxation.

Tax Treatment to the Company

The  amount  of  income recognized by any recipient hereunder in accordance with
the  foregoing  discussion  will  be  an  expense  deductible by the Company for
federal  income tax purposes in the taxable year of the Company during which the
recipient  recognizes  income.

Restrictions of Resales

In  the  event  that an affiliate of the Company acquires shares of Common Stock
hereunder,  the  affiliate will be subject to Section 16(b) of the Exchange Act.
Further,  in the event that any affiliate acquiring shares hereunder has sold or
sells  any  shares  of Common Stock in the six months preceding or following the
receipt  of  shares hereunder, any so called "profit", as computed under Section
16(b)  of the Exchange Act, would be required to be disgorged from the recipient
to  the  Company.  Services rendered have been recognized as valid consideration
for  the  "purchase" of shares in connection with the "profit" computation under
Section  16(b)  of the Exchange Act. The Company has agreed that for the purpose
of  any  "profit"  computation  under  16(b) the price paid for the Common Stock
issued  to  affiliates  is  equal  to  the value of services rendered. Shares of
Common Stock acquired hereunder by persons other than affiliates are not subject
to  Section  16(b)  of  the  Exchange  Act.

Item 2. Registrant Information

A  copy  of  any  document  or  part  hereof  incorporated  by reference in this
Registration  Statement  but  not delivered with this Prospectus or any document
required  to  be delivered pursuant to Rule 428(b) under the Securities Act will
be  furnished  without  charge  upon  written  or  oral  request.

Legal Opinions and Experts

Michael Corrigan has rendered an opinion on the validity of the securities being
registered.

The  financial  statements of AuGrid Corporation., by reference in the Company's
Annual  Report  (Form  10-KSB) for the period ended December 31, 2003, have been
audited  by  Henry L. Creel Co., Inc., as set forth in their report incorporated
herein  by reference and are incorporated herein by reference reliance upon such
report  given  upon  the  authority  of  the  firm  as  experts  in auditing and
accounting.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents are incorporated by reference in this registration
statement and are not required to be filed with this registration statement:

          (a)  Registrant's  Annual  Report  on  Form 10-KSB for the fiscal year
     ended  December 31, 2003, filed on April 14, 2004 pursuant to Section 15(d)
     of  the  Securities  Exchange  Act  of  1934,  as  amended.

          (b)  Registrant's  quarterly  reports  on  Form 10-QSB, for the fiscal
     quarters  ended  June  30, 2004, March 31, 2004, and September 30, 2003 and
     registrant's  current reports on Form 8-K, pursuant to Section 15(d) of the
     Securities  Exchange  Act  of  1934,  as  amended.

     All documents filed by the registrant pursuant to Sections 13(a), 13(c), 14
and  15(d)  of  the  Securities  Exchange  Act  of  1934  after the date of this
registration  statement and prior to the filing of a post-effective amendment to
this  registration  statement  which  indicates  that  all  securities  offered
hereunder  have  been  sold,  or which deregisters all securities then remaining
unsold  under this registration statement, 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.

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.

The Exhibits to this registration statement are listed in the index to Exhibits.
Item 9. Undertakings.

         The undersigned registrant hereby undertakes:

     1.  To  file,  during the 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  of  1933;
      (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.
Notwithstanding  the foregoing, any increase or decrease in volume of securities
offered  (if  the total dollar value of securities offered would not exceed that
which  was  registered)  and  any  deviation  from  the  low  or high end of the
estimated  maximum  offering  range  may  be reflected in the form of prospectus
filed  with  the  Commission  pursuant  to Rule 424(b) if, in the aggregate, the
changes  in  volume and price represent no more than a 20% change in the maximum
aggregate  offering  price  set  forth  in the "Calculation of Registration Fee"
table  in  the  effective  registration  statement.,  and,

      (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
Registration Statement is on Form S-3, Form S-8 or Form F-3, and 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 Securities Exchange
Act  of  1934  that are incorporated by reference in the registration statement.

     2.  That, for the purpose of determining any liability under the Securities
Act  of  1933,  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.

     3.  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.

     4.  The  undersigned registrant hereby undertakes to deliver or cause to be
delivered  with the prospectus, to each person to whom the prospectus is sent or
given,  the  latest  annual  report  to security holders that is incorporated by
reference  in  the  prospectus  and  furnished  pursuant  to  and  meeting  the
requirements  of  Rule  14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934;  and,  where  interim  financial  information  required to be presented by
Article  3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause  to  be  delivered to each person to whom the prospectus is sent or given,
the  latest  quarterly  report that is specifically incorporated by reference in
the  prospectus  to  provide  such  interim  financial  information.

     5.  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  pursuant to the plan's annual report pursuant to section 15(d) for 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.

     6.  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 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, whereunto duly
authorized,  in  Houston,  Texas,  on  September  29,  2004.

     AuGrid Corporation

     /S/ MJ Shaheed
     ----------------------------------------------------
     M.J. Shaheed, Chief Executive Officer

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

     /S/ MJ Shaheed
     ----------------------------------------------------
     M.J. Shaheed, Chief Executive Officer

Dated: September 29, 2004
INDEX TO EXHIBITS

EXHIBIT
NO.                DESCRIPTION
---                -----------

4.1                 Consulting Agreement with FM Consulting Group, Inc.

5.1                 Opinion of Counsel, Michael Corrigan

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

23.2                Consent of Michael L. Corrigan
                   (included in Exhibit 5.1)