content: 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.)
  
  
  2275  EAST  55TH  STREET,  CLEVELAND,  OHIO                         44103
  -------------------------------------------                         -----
  (ADDRESS  OF  PRINCIPAL  EXECUTIVE  OFFICES)                      (ZIP CODE)
  
  
                             STOCK ISSUANCE PURSUANT TO
                              CONSULTING SERVICES PLAN
                             --------------------------
                              (FULL TITLE OF THE PLAN)
  
  
                                                           COPY  TO:
  MARY  F.  SLOAT-HOROSZKO                         DAVID  M. LOEV, ATTORNEY AT LAW
  AUGRID  CORPORATION                              2777  ALLEN  PARKWAY
  2275  EAST  55TH  STREET                         SUITE  1000
  CLEVELAND,  OHIO  44103                          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
  
  
  TITLE OF SECURITIES            AMOUNT TO BE    PROPOSED MAXIMUM         PROPOSED          AMOUNT OF
  TO BE REGISTERED                REGISTERED    OFFERING PRICE PER         MAXIMUM        REGISTRATION
                                                    SHARE (1)        AGGREGATE OFFERING        FEE
                                                                            PRICE
  <S>                            <C>           <C>                   <C>                  <C>
  Common Stock, $.001 par value  80,000,000          $  .01              $  800,000         $  64.72
  <FN>
  
  
  (1)     Calculated  in  accordance  with  Rule  457(c)  solely  for  the  purpose  of determining the
  registration  fee.  The  offering  price  is  based  on the last sale price as reported on the Nasdaq
  </TABLE>
  
  
  <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, 2003,
            for  the  fiscal  year ended December 31, 2002, which includes audited
            financial  statements  as of and for the year ended December 31, 2002.
       (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
  
  COMMON  STOCK
  
       GENERAL.  The  Company  is authorized to issue 690,000,000 shares of Common
  Stock,  $.001  par  value  per  share.
  
       The  holders of the Common Stock are entitled to receive dividends when, as
  and  if  declared  by  the  Board  of  Directors, out of funds legally available
  therefor.  In  the  event  of  liquidation,  dissolution  or  winding  up of the
  Company,  the  holders  of the Common Stock are entitled to share ratably in all
  assets remaining available for distribution to them after payment of liabilities
  and  after  provision  has  been  made  for  each class of stock, if any, having
  preference  over the Common Stock.  The holders of the Common Stock as such have
  no conversion, sinking fund, cumulative, preemptive or other subscription rights
  and  there  are  no  redemption  provisions  applicable  to  the  Common  Stock.
  
  <PAGE>
  
       VOTING  RIGHTS.  The  holders  of the Common Stock are entitled to one vote
  for  each  share  held  of record on all matters to be voted on by stockholders.
  There  is  no  cumulative voting with respect to the election of directors, with
  the  results  that the holders of shares having more than fifty percent (50%) of
  the  votes  for  the  election  of  directors  can  elect  all of the directors.
  
       DIVIDEND  POLICY.  During  the  last  two fiscal years, the Company has not
  paid  any  dividends  on its Common Stock.  The payment of dividends, if any, in
  the  future  is  within the discretion of the Board of Directors and will depend
  upon  the  Company's  earnings, its capital requirements and financial condition
  and  other relevant factors.  The Board does not intend to declare any dividends
  in  the  foreseeable future, but instead intends to retain all earnings, if any,
  for  use  in  the  Company's  business  operations.
  
  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.
  
  <PAGE>
  
  ITEM  8.     EXHIBITS
  
  4.1     Consulting  Services  Agreement  with  Annas  Fneikher
  4.2     Consulting  Agreement  with  Richard  Margulies/GRQ  Financial,  Inc.
  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  Cleveland,  State  of Ohio, on January 28, 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.
  
  <PAGE>
  
       SIGNATURES                   TITLE                               DATE
       ----------                   -----                               ----
  
  /S/ M.J. Shaheed
  ----------------------      Chairman  of the Board, President January  28,  2004
  M.J.  Shaheed               and  Chief  Executive  Officer
  
  
  /S/ Stan Chapman
  ----------------------       Treasurer, Chief Financial       January  28,  2004
  Stan  Chapman                Officer and  Director
  
  /S/ Mary F. Sloat-Horoszko
  -------------------------    Secretary  and  Director         January  28,  2004
  Mary  F.  Sloat-Horoszko
  
  
  /S/ Essa Mashni
  --------------------------   Director                         January  28,  2004
  Essa  Mashni
  
  
  <PAGE>
  
  Exhibit 4.1
  
                            CONSULTING SERVICES AGREEMENT
  
       This  Consulting  Services  Agreement ("Agreement"), dated January 25, 2004
  (the  "Effective  Date"),  is  made  by and between AuGrid Corporation, a Nevada
  corporation  ("Client"),  having  its  principal  place  of  business  at  10777
  Westheimer  Rd.  Suite  1040,  Houston,  Texas  77042  and  Annas  Fneikher,  an
  individual  ("Consultant"),
  
       WHEREAS,  Consultant has extensive knowledge and experience in the areas of
  overseas  operations  and financial, advisory and business development services,
  specifically  the  United  Arab  Emirates;
  
       WHEREAS,  Consultant  desires  to  be  engaged by Client to further develop
  Clients  presence  in the UAE and provide additional information, evaluation and
  consulting  services  to  the  Client  in  Consultant's  extensive knowledge and
  expertise  on  the  terms  and  subject  to  the  conditions  set  forth herein;
  
       WHEREAS, Consultant desires to be engaged by Client to provide information,
  evaluation  and  consulting services to the Client in Consultant's knowledge and
  expertise  on  the  terms  and  subject  to  the  conditions  set  forth herein;
  
       WHEREAS, Client is a publicly held corporation with its common stock shares
  trading on the OTC Bulletin Board under the ticker symbol "AGRD," and desires to
  further  develop  its  business;  and
  
       WHEREAS,  Client  desires  to engage Consultant to solidify its presence in
  the  UAE and continue to provide information, evaluation and consulting services
  to  the  Client in Consultant's area of knowledge and expertise on the terms and
  subject  to  the  conditions  set  forth  herein.
  
       NOW,  THEREFORE, in consideration for those services Consultant provides to
  Client,  the  parties  agree  as  follows:
  
  1.     SERVICES OF CONSULTANT.
  
       Consultant  agrees to serve as a representative in Dubai and to establish a
  Dubai  facility and office and to establish a distribution center for the Middle
  East.  As  such  Consultant  will  provide  bona  fide  Services to Client.  The
  Services  to  be provided by Consultant will not be in connection with the offer
  or sale of securities in a capital-raising transaction, and will not directly or
  indirectly  promote  or  maintain  a  market  for  Client's  securities.
  
  2.     CONSIDERATION.
  
       Client  agrees  to  pay  Consultant,  as  his  fee and as consideration for
  Services  provided, Forty Million (40,000,000) shares of S-8 free trading common
  stock  in  Client  ("Shares"  or  "Fee").  Within  thirty  (30)  days  after the
  Effective  Date, Client will cause to be filed with respect to the Shares a Form
  S-8  Registration  Statement  with  the  SEC  including  any  amendments thereto
  necessary  to  cause  such  Form  S-8  to  become effective.  Shares are due and
  payable  immediately  upon  the  effectiveness  of  the  Form  S-8  Registration
  Statement with the SEC and with any appropriate state's securities administrator
  (the  "Due  Date").
  
  <PAGE>
  
  3.     CONFIDENTIALITY.
  
       Each  party  agrees  that  during the course of this Agreement, information
  that  is  confidential  or of a proprietary nature may be disclosed to the other
  party,  including,  but  not  limited  to, product and business plans, software,
  technical  processes  and  formulas, source codes, product designs, sales, costs
  and  other unpublished financial information, advertising revenues, usage rates,
  advertising  relationships,  projections  and  marketing  data  ("Confidential
  Information").  Confidential  Information shall not include information that the
  receiving  party  can  demonstrate  (a) is, as of the time of its disclosure, or
  thereafter  becomes  part  of  the public domain through a source other than the
  receiving  party,  (b)  was  known  to the receiving party as of the time of its
  disclosure,  (c)  is  independently  developed by the receiving party, or (d) is
  subsequently  learned  from a third party not under a confidentiality obligation
  to  the  providing  party.
  
  4.     LATE PAYMENT.
  
       Client  shall  pay to Consultant all Shares within fifteen (15) days of the
  Due  Date.  Failure of Client to finally pay any Shares within fifteen (15) days
  after  the  applicable  Due  Date  shall  be  deemed  a  material breach of this
  Agreement,  justifying suspension of the performance of the Services provided by
  Consultant  and  will  be  sufficient  cause  for  immediate termination of this
  Agreement by Consultant.  Any such suspension will in no way relieve Client from
  payment  of Shares, and, in the event of collection enforcement, Client shall be
  liable for any costs associated with such collection, including, but not limited
  to,  legal  costs,  attorneys'  fees,  courts costs, and collection agency fees.
  
  5.     INDEMNIFICATION.
  
  (A)     CLIENT.
  
       Client  agrees  to  indemnify,  defend,  and shall hold harmless Consultant
  and/or  his  agents,  and to defend any action brought against said parties with
  respect  to  any  claim,  demand,  cause of action, debt or liability, including
  reasonable  attorneys' fees to the extent that such action is based upon a claim
  that:  (i)  is  true,  (ii)  would  constitute  a  breach  of  any  of  Client's
  representations, warranties, or agreements hereunder, or (iii) arises out of the
  negligence or willful misconduct of Client, or any Client Content to be provided
  by  Client  and does not violate any rights of third parties, including, without
  limitation,  rights  of  publicity,  privacy,  patients, copyrights, trademarks,
  trade  secrets,  and/or  licenses.
  
  (B)     CONSULTANT.
  
       Consultant agrees to indemnify, defend, and shall hold harmless Client, its
  directors, employees and agents, and defend any action brought against same with
  respect  to  any  claim,  demand,  cause of action, debt or liability, including
  reasonable  attorneys' fees, to the extent that such an action arises out of the
  gross  negligence  or  willful  misconduct  of  Consultant.
  
  <PAGE>
  
  (C)     NOTICE.
  
       In  claiming  any  indemnification  hereunder,  the indemnified party shall
  promptly  provide the indemnifying party with written notice of any claim, which
  the  indemnified  party  believes  falls  within  the  scope  of  the  foregoing
  paragraphs.  The indemnified party may, at its expense, assist in the defense if
  it  so chooses, provided that the indemnifying party shall control such defense,
  and  all  negotiations  relative  to  the  settlement  of  any  such claim.  Any
  settlement intended to bind the indemnified party shall not be final without the
  indemnified  party's  written consent, which shall not be unreasonably withheld.
  
  6.     LIMITATION OF LIABILITY.
  
       Consultant shall have no liability with respect to Consultant's obligations
  under  this  Agreement  or  otherwise  for  consequential,  exemplary,  special,
  incidental,  or  punitive  damages  even  if  Consultant has been advised of the
  possibility  of  such  damages.  In  any  event,  the liability of Consultant to
  Client  for  any  reason and upon any cause of action, regardless of the form in
  which  the  legal  or  equitable  action  may  be  brought,  including,  without
  limitation,  any  action in tort or contract, shall not exceed ten percent (10%)
  of  the  fair market value of the Shares determined at the time such Shares were
  paid.
  
  7.     TERMINATION AND RENEWAL.
  
  (A)     TERM.
  
       This  Agreement  shall become effective on the date written above and shall
  terminate  twelve  (12) months thereafter (the "Term").  Unless otherwise agreed
  upon in writing by Consultant and Client, this Agreement shall not automatically
  be  renewed  beyond  its  Term.
  
  (B)     TERMINATION.
  
       Either  party  may  terminate  this  Agreement on thirty (30) calendar days
  written  notice, or if prior to such action, the other party materially breaches
  any  of  its  representations,  warranties  or obligations under this Agreement.
  Except  as  may  be  otherwise provided in this Agreement, such breach by either
  party  will  result  in  the  other  party  being  responsible  to reimburse the
  non-defaulting  party  for all costs incurred directly as a result of the breach
  of this Agreement, and shall be subject to such damages as may be allowed by law
  including  all  attorneys'  fees  and  costs  of  enforcing  this  Agreement.
  
  (C)     TERMINATION  AND  PAYMENT.
  
       Upon  any termination or expiration of this Agreement, Client shall pay all
  unpaid  and  outstanding  fees  through  the  effective  date  of termination or
  expiration  of  this  Agreement.  And  upon  such  termination, Consultant shall
  provide  and  deliver to Client any and all outstanding Services due through the
  termination  or  expiration  date  of  this  Agreement.
  
  <PAGE>
  
  8.     MISCELLANEOUS.
  
  (A)     INDEPENDENT  CONTRACTOR.
  
       This Agreement establishes an "independent contractor" relationship between
  Consultant  and  Client.
  
  (B)     RIGHTS  CUMULATIVE;  WAIVERS.
  
       The rights of each of the parties under this Agreement are cumulative.  The
  rights  of each of the parties hereunder shall not be capable of being waived or
  varied  other than by an express waiver or variation in writing.  Any failure to
  exercise  or  any  delay in exercising any of such rights shall not operate as a
  waiver  or  variation of that or any other such right.  Any defective or partial
  exercise  of any of such rights shall not preclude any other or further exercise
  of  that or any other such right.  No act or course of conduct or negotiation on
  the  part  of any party shall in any way preclude such party from exercising any
  such  right  or  constitute  a  suspension  or  any variation of any such right.
  
  (C)     BENEFIT;  SUCCESSORS  BOUND.
  
       This  Agreement  and  the  terms,  covenants,  conditions,  provisions,
  obligations,  undertakings,  rights, and benefits hereof, shall be binding upon,
  and  shall  inure  to  the  benefit of, the undersigned parties and their heirs,
  executors,  administrators,  representatives, successors, and permitted assigns,
  except  that performance of the Services to be provided by Consultant under this
  Agreement are of a personal nature and the obligation(s) to perform the Services
  will  not  be  assignable  or delegable in whole or in part unless the person to
  whom  the  obligation  to  perform  the  Services  is  assigned  or delegated is
  Consultant's  officer,  director,  employee  or  independent  contractor.
  
  (D)     ENTIRE  AGREEMENT.
  
       This  Agreement  contains  the  entire  agreement  between the parties with
  respect  to  the  subject  matter  hereof.  There  are  no promises, agreements,
  conditions,  undertakings,  understandings,  warranties,  covenants  or
  representations,  oral or written, express or implied, between them with respect
  to  this  Agreement  or  the  matters described in this Agreement, except as set
  forth  in  this  Agreement.  Any  such negotiations, promises, or understandings
  shall  not  be  used  to  interpret  or  constitute  this  Agreement.
  
  (E)     ASSIGNMENT.
  
       Neither  this  Agreement  nor  any  other  benefit  or obligation to accrue
  hereunder shall be assigned, transferred or delegated by either party, either in
  whole  or  in  part,  without  the  written  consent of the other party, and any
  purported  assignment, transfer or delegation in violation hereof shall be void.
  
  <PAGE>
  
  (F)     AMENDMENT.
  
       This  Agreement may be amended only by an instrument in writing executed by
  all  the  parties  hereto.
  
  (G)     SEVERABILITY.
  
       Each part of this Agreement is intended to be severable.  In the event that
  any  provision  of  this  Agreement  is found by any court or other authority of
  competent  jurisdiction  to be illegal or unenforceable, such provision shall be
  severed  or  modified to the extent necessary to render it enforceable and as so
  severed  or  modified,  this  Agreement shall continue in full force and effect.
  
  (H)     SECTION  HEADINGS.
  
       The  Section headings in this Agreement are for reference purposes only and
  shall  not  affect  in  any way the meaning or interpretation of this Agreement.
  
  (I)     CONSTRUCTION.
  
       Unless  the context otherwise requires, when used herein the singular shall
  be  deemed  to include the plural, the plural shall be deemed to include each of
  the  singular,  and  pronouns of one or no gender shall be deemed to include the
  equivalent  pronoun  of  the  other  or  no  gender.
  
  (J)     FURTHER  ASSURANCES.
  
       In  addition  to  the  instruments  and  documents to be made, executed and
  delivered  pursuant  to this Agreement the parties hereto agree to make, execute
  and deliver or cause to be made, executed and delivered, to the requesting party
  such  other  instruments  and to take such other actions as the requesting party
  may  reasonably  require  to  carry  out  the  terms  of  this Agreement and the
  transactions  contemplated  hereby.
  
  (K)     NOTICES.
  
       Any notice which is required or desired under this Agreement shall be given
  in  writing  and  may  be sent by personal delivery or by mail (either a) United
  States  mail,  postage  prepaid;  or  b)  Federal  Express  or similar generally
  recognized  overnight  carrier),  addressed  as follows (subject to the right to
  designate  a  different  address  by  notice  similarly  given):
  
  To Client:                                To Consultant:
  M.J. Shaheed, CEO                         Annas Fneikher
  AuGrid Corporation
  2275 East 55th Street, 2nd Floor          [ADDRESS]
  Cleveland. Ohio 44103
  
  <PAGE>
  
  (L)     GOVERNING  LAW.
  
       This  Agreement shall be governed by and interpreted in accordance with the
  laws  of the State of Texas without reference to its conflicts of laws, rules or
  principles.  Each  of  the  parties consent to the exclusive jurisdiction of the
  federal  courts  of  the  State  of Texas in connection with any dispute arising
  under  this Agreement and hereby waives, to the maximum extent permitted by law,
  any  objection,  including  any  objection  based on forum non coveniens, to the
  bringing  of  any  such  proceeding  in  such  jurisdictions.
  
  (M)     CONSENTS.
  
       The person signing this Agreement on behalf of each party hereby represents
  and  warrants  that he has the necessary power, consent and authority to execute
  and  deliver  this  Agreement  on  behalf  of  such  party.
  
  (N)     SURVIVAL  OF  PROVISIONS.
  
       The  provisions  contained  in  paragraphs 3, 5, 6, and 8 of this Agreement
  shall  survive  the  termination  of  this  Agreement
  
  (O)     EXECUTION  IN  COUNTERPARTS.
  
       This Agreement may be executed in any number of counterparts, each of which
  shall  be  deemed an original and all of which together shall constitute one and
  the  same  agreement.
  
  (P)     FAXED  COPIES.
  
       For purposes of this Agreement, a faxed signature will constitute and
  original signature.
  
       IN  WITNESS  WHEREOF, the parties have caused this Agreement to be executed
  and  have  agreed  to  and  accepted the terms herein on the date written above.
  
                                                    CLIENT
                                                    AuGrid Corporation
  
                                                    By: /S/ M.J. Shaheed
                                                       ---------------------------
                                                       M.J. Shaheed
                                                       Chief Executive Officer
  
  
                                                    CONSULTANT
  
                                                       /S/ Annas Fneikher
                                                       ---------------------------
                                                       Annas Fneikher
                                                       Individually
  
  
  <PAGE>
  
  Exhibit 4.2
  
                                CONSULTING AGREEMENT
  
  This CONSULTING AGREEMENT ("Agreement") made and entered into as of the 9th  day
  of  December, 2003, by AuGRID Corporation (the "Corporation"), and Richard
  Margulies / GRQ Financial, Inc. (the "Consultant").
  
  1.   APPOINTMENT  OF CONSULTANT. The Corporation appoints the Consultant and the
       Consultant accepts appointment on the terms and conditions provided in this
       Agreement  as  a  consultant  to  the Corporation's business, including any
       other  corporations  hereafter  formed  or  acquired  by the Corporation to
       engage  in  any  business  during  the  term  hereof.
  
  2.   SCOPE  OF  SERVICES.  The  Consultant  shall  render  advice  as to current
       business  and marketing strategies of its products and services in addition
       to  providing introductions to commercial transactions. In conjunction with
       the  Services,  the  Consultant  agrees  to:  Make  itself available to the
       officers  of  the  Company at such mutually agreed upon place during normal
       business  hours  for  reasonable  periods  of  time,  subject to reasonable
       advance  notice  and  mutually  convenient  scheduling,  for the purpose of
       advising  the  Company  in  the  preparation  of  such  reports, summaries,
       corporate  and/or corporate profiles and marketing and promotional packages
       and/or  other  material  and  documentation  ("Documentation")  as  will be
       necessary,  in  the  opinion  of  the  Consultant,  to properly present the
       Company  to  other entities and individuals that could be of benefit to the
       Company.  Advise  the  Company's  management  in  marketing  and  corporate
       development  including  potential  alliances  and  strategic  mergers,
       structuring  the  nature,  extent  and  other  parameters of any private or
       public  offer(s) to be made to prospective alliance groups or their agents.
       Advise  the  Company's management in evaluating proposals and participating
       in  negotiations  with  prospective  alliance and marketing groups or their
       agents. This Agreement expressly excludes the Consultant from providing any
       and  all  capital  formation and/of public relation services to the Company
       inclusive  of  but  not  limited to (i) direct or indirect promotion of the
       Company's  securities;  (ii)  assistance  in  making  of  a  market  in the
       Company's  securities; and (iii) assistance in obtaining debt and/or equity
       The Consultant shall not have the power of authority to bind the Company to
       any  transaction  without  the  Company's  prior  written  consent.
  
  3.   BOARD  OF  DIRECTORS  SUPERVISION.  The  activities of the Consultant to be
       performed  under  this Agreement shall be subject to the supervision of the
       Board  of Directors of the Corporation (the "Board") to the extent required
       by  applicable  law  or  regulation  and subject to reasonable policies not
       inconsistent  with  the terms of this Agreement adopted by the Board and in
       effect  from  time  to  time.  Where  not  required  by  applicable  law or
       regulation,  the  Consultant  shall  not  require the prior approval of the
       Board  to  perform  its duties under this Agreement. The Board has approved
       this  Agreement.
  
  <PAGE>
  
  4.   AUTHORITY  OF  CONSULTANT. Subject to any limitations imposed by applicable
       law  or  regulation,  the Consultant shall render management and consulting
       services  to  the  Corporation,  which  services  shall  include advice and
       assistance concerning any and all aspects of the operations and planning of
       the  Corporation  as needed from time to time. These services shall include
       but  not  be  limited  to conducting relations on behalf of the Corporation
       with  accountants,  attorneys,  and financial advisors. The Consultant will
       also  make  reports  to  the  Corporation  as  requested  by  the  Board of
       Directors.  The Consultant will use its best efforts to cause its employees
       and  agents to give the Corporation the benefit of their special knowledge,
       skill  and  business  expertise to the extent relevant to the Corporation's
       business  and  affairs.  The  Consultant shall introduce the Corporation to
       companies  who  are possible strategic partners, and assist the Corporation
       in  developing strategic relationships with these companies. The Consultant
       shall  find,  interview  and assist the Corporation in hiring executives as
       the  need  for  such  executives  arises. In addition, the Consultant shall
       render  advice  and  expertise  in  connection  with  any  acquisitions  or
       dispositions  undertaken  by  the  Corporation  and shall from time to time
       bring  to the attention of the Corporation acquisition opportunities as the
       Consultant  deems  appropriate  in  its  sole  discretion.
  
  5.   REIMBURSEMENT  OF  EXPENSES;  INDEPENDENT  CONTRACTOR.  All  obligations or
       expenses  reasonably  incurred  by the Consultant in the performance of its
       duties  under this Agreement, which are performed with the prior written or
       oral  approval  of  the Corporation, shall be for the account of, on behalf
       of, and at the expense of the Corporation. Provided that no such written or
       oral  approval  shall  be  required  for  reimbursement,  of any individual
       expense,  that  is less than $100. The Consultant shall not be obligated to
       make any advance to or for the account of the Corporation without assurance
       that  the  necessary  funds  are  held  in  accounts  maintained  by  the
       Corporation;  nor  shall the Consultant be obligated to incur any liability
       or obligation for the account of the Corporation without assurance that the
       necessary  funds  for the discharge of such liability or obligation will be
       provided. The Corporation shall reimburse each such expense upon submission
       by  the  Consultant  to  the  Corporation  of a properly documented expense
       report.  The  Consultant  shall  be  an independent contractor, and nothing
       contained  in  this  Agreement shall be deemed or construed (i) to create a
       partnership or joint venture between the Corporation and the Consultant; or
       (ii)  to  cause  the Consultant to be responsible in any way for the debts,
       liabilities  or obligations of the Corporation or any other party; or (iii)
       to constitute the Consultant or any of its employees as employees, officers
       or  agents  of the Corporation. The Consultant shall not hold itself out or
       permit  itself  to  be  regarded  (to the extent practical) as an employee,
       officer  or  agent  of  the Corporation and shall strictly avoid any act or
       omission  that  may  reasonably  lead  to  a  contractual or tortuous claim
       against  or  liability  to  the  Corporation.
  
  6.   OTHER  ACTIVITIES  OF  CONSULTANT.  The Corporation acknowledges and agrees
       that  neither  the  Consultant  nor  any  of  the  Consultant's  employees,
       officers,  directors,  affiliates or associates shall be required to devote
       full  time  business  efforts  to the duties of the Consultant specified in
       this  Agreement,  but  instead  shall  devote only so much of such time and
       efforts  as  the  Consultant  reasonably  deems  necessary  to  fulfill its
       obligations  under this Agreement. The Corporation further acknowledges and
       agrees  that  the Consultant and its affiliates are engaged in the business
       of  advising  other  clients  of  plans  to  continue to be engaged in such
       businesses  during  the term of the Agreement. No aspect or element of such
       activities  shall  be  deemed  to  be  engaged  in  for  the benefit of the
       Corporation  or  any  of  its  subsidiaries  or to constitute a conflict of
       interest.
  
  <PAGE>
  
  7.   COMPENSATION  OF  CONSULTANT. In consideration of Consultant's agreement to
       provide  the  consulting  services  during the term of this agreement ("120
       days"),  the Corporation will pay $18,000.00 (eighteen thousand dollars) of
       which  $4,500.00 (Four thousand-five hundred) shall be paid immediately and
       the  balance  to  be  paid  on  the  9th  of  each  month for next 3 months
       hereafter.  In  addition,  the  Board  shall act immediately to approve and
       authorize  the  issuance to the Consultant, 40,000,000 (forty million) free
       trading  shares  of  the  Corporation's  common  stock.  Accordingly,  the
       Corporation,  in  order  to register said shares, will file and /or include
       the  Consultant's  shares in a Form S-8 Registration Statement. Such shares
       shall  not  be  used  for  capital  financing  purposes.
  
  
  8.   TERM  This  Agreement shall commence as of the date hereof and shall remain
       in  effect  through  March  9th,  2004,  on  or  before,  at which time the
       Corporation  and  the  Consultant  shall  mutually  agree  to extend and/or
       renegotiate,  in  good  faith,  the  ongoing  terms  and  conditions of the
       Consultant's  Agreement.
  
  9.   TERMINATION  UPON  BREACH.  Either  the  Corporation  or the Consultant may
       terminate  this Agreement in the event of the breach of any of the material
       terms  or  provisions of this Agreement by the other party, which breach is
       not  cured within 30 business days after notice of the same is given to the
       party  alleged  to  be  in  breach  by  the  other  party.
  
  
  10.  CONFIDENTIALITY.  All  information,  knowledge  and  data  relating  to  or
       concerned  with  the  operations, business and affairs of the Consultant or
       the  Corporation  which  are  exchanged by the parties hereto in connection
       with the performance by the Consultant of its duties hereunder shall be the
       property  of  the Corporation. The information, knowledge and data shall be
       treated  as  confidential  information  and  shall  be  held in a fiduciary
       capacity  by  the  parties  hereunder.  Neither  the  Consultant  nor  the
       Corporation shall disclose or divulge such information to any firm, person,
       corporation, or other entity other than as required by law or in connection
       with  the  performance  of  its  duties  hereunder.
  
  11.  NON-COMPETITION.  During  the "Restricted Period" (as hereinafter defined),
       the  Consultant  agrees  not  to (and shall cause each of its employees and
       Affiliates  not to) directly or indirectly, alone or as a partner, officer,
       director,  employee,  consultant,  agent, independent contractor, member or
       stockholder  of  an  company  or  person,  engage  in (or have a pecuniary,
       financial  or  beneficial interest in) the business of the Corporation. The
       Consultant  further  agrees  that,  during  the  Restricted  Period,  the
       Consultant  shall  not  in  any  capacity, either separately, jointly or in
       association  with  others,  directly or indirectly do any of the following:
       (a)  employ  or  seek to employ any person or agent who is then employed or
       retained by the Corporation (or who was so employed or retained at any time
       within  the  two  (2)  years prior to the date either Consultant employs or
       seeks  to  employ  such  person); and (b) solicit, induce, or influence any
       proprietor,  partner,  stockholder,  lender,  director,  officer, employee,
       joint  venture,  investor, consultant, agent, lesser, supplier, customer or
       any  other person which has a business relationship with the Corporation or
       any subsidiary, at any time during the Restricted Period, to discontinue or
       reduce  or modify the extent of such relationship with the Corporation. The
       Restricted  Period shall mean the term of this agreement and one year after
       the  date  of  termination  of  this  Agreement.
  
  <PAGE>
  
  12.  ASSIGNMENT.  Without  the  consent of the Consultant, the Corporation shall
       not  assign, transfer or convey any of its rights, duties or interest under
       this  Agreement;  nor  shall  it  delegate any of the obligations or duties
       required  to be kept or performed by it hereunder. The Consultant shall not
       assign,  transfer  or  convey  any of its rights, duties or interests under
       this  Agreement,  nor  shall  it  delegate any of the obligations or duties
       required  to  be  kept or performed by it under this Agreement, except that
       the  Consultant may transfer its rights and obligations hereunder to one if
       its affiliates, or to an assignee who utilizes the services of employees of
       the  Consultant.
  
  
  13.  NOTICES.  All  notices,  demands, consents, approvals and requests given by
       either  party  to  the  other  hereunder  shall  be in writing and shall be
       personally  delivered  or  sent  by  registered  or  certified mail, return
       receipt  requested,  postage  prepaid,  to  the  parties  at  the following
       addresses:
  
  
  IF TO THE CORPORATION:                          MJ SHAHEED
  
                                                  AUGRID CORPORATION
  
                                                  10777 WESTHEIMER STREET
                                                  SUITE 1040
  
                                                  HOUSTON, TX 77042
  
  If to the Consultant:                           Richard Margulies, President
                                                  GRQ Financial, Inc.
                                                  2090 Oak Tree Road  Suite 14
                                                  Edison, NJ 08820
  
       Any  party may at any time change its respective address by sending written
       notice  to  the  other  party  of  the  change  in  the  manner hereinabove
       prescribed.
  
  15.  SEVERABILITY. If any term or provision of this Agreement or the application
       thereof  to  any person or circumstance shall, to any extent, be invalid or
       unenforceable,  the remainder of this Agreement, or the application of such
       term  or provision to persons or circumstances other than those as to which
       it  is  held  invalid or enforceable, shall be valid and be enforced to the
       fullest  extent  permitted  by  law.
  
  
  16.  NO  WAIVER.  The  failure  by  any  party  to exercise any right, remedy or
       elections herein contained, or permitted by law, shall not constitute or be
       construed  as  a  waiver  or relinquishment for the future exercise of such
       right,  remedy  or election, but the same shall continue and remain in full
       force  and  effect. All rights and remedies that any party may have at law,
       in  equity  or  otherwise  upon  breach  of  any  term or condition of this
       Agreement,  shall  be distinct, separate and cumulative rights and remedies
       and  no  one  of  them,  whether exercised or not, shall be deemed to be in
       exclusion  of  any  other  right  or  remedy.
  
  <PAGE>
  
  17.  ENTIRE  AGREEMENT. This Agreement contains the entire agreement between the
       parities hereto with respect to the matters herein contained and any change
       or  modification  must  be  in writing and signed by the party against whom
       enforcement  of  the  change  or  modification  is  sought.
  
  18.  GOVERNING  LAWS  This  Agreement  shall  be  governed  by  and construed in
       accordance  with  the  laws  of  the State of Texas. The sole venue for any
       action  relative  to this agreement shall be in the State or Federal Courts
       of  Texas.
  
  
  IN WITNESS WHEREOF, if the parties hereto have caused this Consulting Agreement
  to be duly executed, by their authorized representatives, as of the date first
  above written.
  
  AuGRID  Corporation.                Richard  Margulies / GRQ  Financial,  Inc.
  
  
  By: /S/ M.J. Shaheed                By: /S/ Richard Margulies
     --------------------------          --------------------------------
     M.J.  Shaheed                       Richard  Margulies
     President                           President
  
  <PAGE>
  
  Exhibit 5.1
  
                           DAVID M. LOEV, ATTORNEY AT LAW
                           2777 ALLEN PARKWAY, SUITE 1000
                                  HOUSTON, TX 77019
                                 713-524-4110 PHONE
                               713-524-4122 FACSIMILE
  
  January  28,  2004
  
  
  AuGRID  Corporation
  2275  East  55th  Street
  Cleveland,  Ohio  44103
  
  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:
  
       -    80,000,000  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, Bylaws, and the
  Minutes  of  its  Board  of  Directors and Shareholders meetings, the consulting
  agreements,  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.
  
  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
  
  
  
  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, 2002.
  
  
  /s/ Henry L. Creel Co., Inc.
  ----------------------------
  Henry L. Creel Co., Inc.
  Cleveland, Ohio
  
  January 27, 2004
  
  <PAGE>
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 50055}]
metadata_filer: {"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": "333-112307", "film-number": "04552943"}, "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"}}
text: 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.)
  
  2275  EAST  55TH  STREET,  CLEVELAND,  OHIO                         44103
  -------------------------------------------                         -----
  (ADDRESS  OF  PRINCIPAL  EXECUTIVE  OFFICES)                      (ZIP CODE)
  
                             STOCK ISSUANCE PURSUANT TO
                              CONSULTING SERVICES PLAN
                             --------------------------
                              (FULL TITLE OF THE PLAN)
  
                                                           COPY  TO:
  MARY  F.  SLOAT-HOROSZKO                         DAVID  M. LOEV, ATTORNEY AT LAW
  AUGRID  CORPORATION                              2777  ALLEN  PARKWAY
  2275  EAST  55TH  STREET                         SUITE  1000
  CLEVELAND,  OHIO  44103                          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
  
  TITLE OF SECURITIES            AMOUNT TO BE    PROPOSED MAXIMUM         PROPOSED          AMOUNT OF
  TO BE REGISTERED                REGISTERED    OFFERING PRICE PER         MAXIMUM        REGISTRATION
                                                    SHARE (1)        AGGREGATE OFFERING        FEE
                                                                            PRICE
  Common Stock, $.001 par value  80,000,000          $  .01              $  800,000         $  64.72
  (1)     Calculated  in  accordance  with  Rule  457(c)  solely  for  the  purpose  of determining the
  registration  fee.  The  offering  price  is  based  on the last sale price as reported on the Nasdaq
  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, 2003,
            for  the  fiscal  year ended December 31, 2002, which includes audited
            financial  statements  as of and for the year ended December 31, 2002.
       (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
  
  COMMON  STOCK
  
       GENERAL.  The  Company  is authorized to issue 690,000,000 shares of Common
  Stock,  $.001  par  value  per  share.
  
       The  holders of the Common Stock are entitled to receive dividends when, as
  and  if  declared  by  the  Board  of  Directors, out of funds legally available
  therefor.  In  the  event  of  liquidation,  dissolution  or  winding  up of the
  Company,  the  holders  of the Common Stock are entitled to share ratably in all
  assets remaining available for distribution to them after payment of liabilities
  and  after  provision  has  been  made  for  each class of stock, if any, having
  preference  over the Common Stock.  The holders of the Common Stock as such have
  no conversion, sinking fund, cumulative, preemptive or other subscription rights
  and  there  are  no  redemption  provisions  applicable  to  the  Common  Stock.
  VOTING  RIGHTS.  The  holders  of the Common Stock are entitled to one vote
  for  each  share  held  of record on all matters to be voted on by stockholders.
  There  is  no  cumulative voting with respect to the election of directors, with
  the  results  that the holders of shares having more than fifty percent (50%) of
  the  votes  for  the  election  of  directors  can  elect  all of the directors.
  
       DIVIDEND  POLICY.  During  the  last  two fiscal years, the Company has not
  paid  any  dividends  on its Common Stock.  The payment of dividends, if any, in
  the  future  is  within the discretion of the Board of Directors and will depend
  upon  the  Company's  earnings, its capital requirements and financial condition
  and  other relevant factors.  The Board does not intend to declare any dividends
  in  the  foreseeable future, but instead intends to retain all earnings, if any,
  for  use  in  the  Company's  business  operations.
  
  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  Annas  Fneikher
  4.2     Consulting  Agreement  with  Richard  Margulies/GRQ  Financial,  Inc.
  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  Cleveland,  State  of Ohio, on January 28, 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 January  28,  2004
  M.J.  Shaheed               and  Chief  Executive  Officer
  
  /S/ Stan Chapman
  ----------------------       Treasurer, Chief Financial       January  28,  2004
  Stan  Chapman                Officer and  Director
  
  /S/ Mary F. Sloat-Horoszko
  -------------------------    Secretary  and  Director         January  28,  2004
  Mary  F.  Sloat-Horoszko
  
  /S/ Essa Mashni
  --------------------------   Director                         January  28,  2004
  Essa  Mashni
  Exhibit 4.1
  
                            CONSULTING SERVICES AGREEMENT
  
       This  Consulting  Services  Agreement ("Agreement"), dated January 25, 2004
  (the  "Effective  Date"),  is  made  by and between AuGrid Corporation, a Nevada
  corporation  ("Client"),  having  its  principal  place  of  business  at  10777
  Westheimer  Rd.  Suite  1040,  Houston,  Texas  77042  and  Annas  Fneikher,  an
  individual  ("Consultant"),
  
       WHEREAS,  Consultant has extensive knowledge and experience in the areas of
  overseas  operations  and financial, advisory and business development services,
  specifically  the  United  Arab  Emirates;
  
       WHEREAS,  Consultant  desires  to  be  engaged by Client to further develop
  Clients  presence  in the UAE and provide additional information, evaluation and
  consulting  services  to  the  Client  in  Consultant's  extensive knowledge and
  expertise  on  the  terms  and  subject  to  the  conditions  set  forth herein;
  
       WHEREAS, Consultant desires to be engaged by Client to provide information,
  evaluation  and  consulting services to the Client in Consultant's knowledge and
  expertise  on  the  terms  and  subject  to  the  conditions  set  forth herein;
  
       WHEREAS, Client is a publicly held corporation with its common stock shares
  trading on the OTC Bulletin Board under the ticker symbol "AGRD," and desires to
  further  develop  its  business;  and
  
       WHEREAS,  Client  desires  to engage Consultant to solidify its presence in
  the  UAE and continue to provide information, evaluation and consulting services
  to  the  Client in Consultant's area of knowledge and expertise on the terms and
  subject  to  the  conditions  set  forth  herein.
  
       NOW,  THEREFORE, in consideration for those services Consultant provides to
  Client,  the  parties  agree  as  follows:
  
  1.     SERVICES OF CONSULTANT.
  
       Consultant  agrees to serve as a representative in Dubai and to establish a
  Dubai  facility and office and to establish a distribution center for the Middle
  East.  As  such  Consultant  will  provide  bona  fide  Services to Client.  The
  Services  to  be provided by Consultant will not be in connection with the offer
  or sale of securities in a capital-raising transaction, and will not directly or
  indirectly  promote  or  maintain  a  market  for  Client's  securities.
  
  2.     CONSIDERATION.
  
       Client  agrees  to  pay  Consultant,  as  his  fee and as consideration for
  Services  provided, Forty Million (40,000,000) shares of S-8 free trading common
  stock  in  Client  ("Shares"  or  "Fee").  Within  thirty  (30)  days  after the
  Effective  Date, Client will cause to be filed with respect to the Shares a Form
  S-8  Registration  Statement  with  the  SEC  including  any  amendments thereto
  necessary  to  cause  such  Form  S-8  to  become effective.  Shares are due and
  payable  immediately  upon  the  effectiveness  of  the  Form  S-8  Registration
  Statement with the SEC and with any appropriate state's securities administrator
  (the  "Due  Date").
  3.     CONFIDENTIALITY.
  
       Each  party  agrees  that  during the course of this Agreement, information
  that  is  confidential  or of a proprietary nature may be disclosed to the other
  party,  including,  but  not  limited  to, product and business plans, software,
  technical  processes  and  formulas, source codes, product designs, sales, costs
  and  other unpublished financial information, advertising revenues, usage rates,
  advertising  relationships,  projections  and  marketing  data  ("Confidential
  Information").  Confidential  Information shall not include information that the
  receiving  party  can  demonstrate  (a) is, as of the time of its disclosure, or
  thereafter  becomes  part  of  the public domain through a source other than the
  receiving  party,  (b)  was  known  to the receiving party as of the time of its
  disclosure,  (c)  is  independently  developed by the receiving party, or (d) is
  subsequently  learned  from a third party not under a confidentiality obligation
  to  the  providing  party.
  
  4.     LATE PAYMENT.
  
       Client  shall  pay to Consultant all Shares within fifteen (15) days of the
  Due  Date.  Failure of Client to finally pay any Shares within fifteen (15) days
  after  the  applicable  Due  Date  shall  be  deemed  a  material breach of this
  Agreement,  justifying suspension of the performance of the Services provided by
  Consultant  and  will  be  sufficient  cause  for  immediate termination of this
  Agreement by Consultant.  Any such suspension will in no way relieve Client from
  payment  of Shares, and, in the event of collection enforcement, Client shall be
  liable for any costs associated with such collection, including, but not limited
  to,  legal  costs,  attorneys'  fees,  courts costs, and collection agency fees.
  
  5.     INDEMNIFICATION.
  
  (A)     CLIENT.
  
       Client  agrees  to  indemnify,  defend,  and shall hold harmless Consultant
  and/or  his  agents,  and to defend any action brought against said parties with
  respect  to  any  claim,  demand,  cause of action, debt or liability, including
  reasonable  attorneys' fees to the extent that such action is based upon a claim
  that:  (i)  is  true,  (ii)  would  constitute  a  breach  of  any  of  Client's
  representations, warranties, or agreements hereunder, or (iii) arises out of the
  negligence or willful misconduct of Client, or any Client Content to be provided
  by  Client  and does not violate any rights of third parties, including, without
  limitation,  rights  of  publicity,  privacy,  patients, copyrights, trademarks,
  trade  secrets,  and/or  licenses.
  
  (B)     CONSULTANT.
  
       Consultant agrees to indemnify, defend, and shall hold harmless Client, its
  directors, employees and agents, and defend any action brought against same with
  respect  to  any  claim,  demand,  cause of action, debt or liability, including
  reasonable  attorneys' fees, to the extent that such an action arises out of the
  gross  negligence  or  willful  misconduct  of  Consultant.
  (C)     NOTICE.
  
       In  claiming  any  indemnification  hereunder,  the indemnified party shall
  promptly  provide the indemnifying party with written notice of any claim, which
  the  indemnified  party  believes  falls  within  the  scope  of  the  foregoing
  paragraphs.  The indemnified party may, at its expense, assist in the defense if
  it  so chooses, provided that the indemnifying party shall control such defense,
  and  all  negotiations  relative  to  the  settlement  of  any  such claim.  Any
  settlement intended to bind the indemnified party shall not be final without the
  indemnified  party's  written consent, which shall not be unreasonably withheld.
  
  6.     LIMITATION OF LIABILITY.
  
       Consultant shall have no liability with respect to Consultant's obligations
  under  this  Agreement  or  otherwise  for  consequential,  exemplary,  special,
  incidental,  or  punitive  damages  even  if  Consultant has been advised of the
  possibility  of  such  damages.  In  any  event,  the liability of Consultant to
  Client  for  any  reason and upon any cause of action, regardless of the form in
  which  the  legal  or  equitable  action  may  be  brought,  including,  without
  limitation,  any  action in tort or contract, shall not exceed ten percent (10%)
  of  the  fair market value of the Shares determined at the time such Shares were
  paid.
  
  7.     TERMINATION AND RENEWAL.
  
  (A)     TERM.
  
       This  Agreement  shall become effective on the date written above and shall
  terminate  twelve  (12) months thereafter (the "Term").  Unless otherwise agreed
  upon in writing by Consultant and Client, this Agreement shall not automatically
  be  renewed  beyond  its  Term.
  
  (B)     TERMINATION.
  
       Either  party  may  terminate  this  Agreement on thirty (30) calendar days
  written  notice, or if prior to such action, the other party materially breaches
  any  of  its  representations,  warranties  or obligations under this Agreement.
  Except  as  may  be  otherwise provided in this Agreement, such breach by either
  party  will  result  in  the  other  party  being  responsible  to reimburse the
  non-defaulting  party  for all costs incurred directly as a result of the breach
  of this Agreement, and shall be subject to such damages as may be allowed by law
  including  all  attorneys'  fees  and  costs  of  enforcing  this  Agreement.
  
  (C)     TERMINATION  AND  PAYMENT.
  
       Upon  any termination or expiration of this Agreement, Client shall pay all
  unpaid  and  outstanding  fees  through  the  effective  date  of termination or
  expiration  of  this  Agreement.  And  upon  such  termination, Consultant shall
  provide  and  deliver to Client any and all outstanding Services due through the
  termination  or  expiration  date  of  this  Agreement.
  8.     MISCELLANEOUS.
  
  (A)     INDEPENDENT  CONTRACTOR.
  
       This Agreement establishes an "independent contractor" relationship between
  Consultant  and  Client.
  
  (B)     RIGHTS  CUMULATIVE;  WAIVERS.
  
       The rights of each of the parties under this Agreement are cumulative.  The
  rights  of each of the parties hereunder shall not be capable of being waived or
  varied  other than by an express waiver or variation in writing.  Any failure to
  exercise  or  any  delay in exercising any of such rights shall not operate as a
  waiver  or  variation of that or any other such right.  Any defective or partial
  exercise  of any of such rights shall not preclude any other or further exercise
  of  that or any other such right.  No act or course of conduct or negotiation on
  the  part  of any party shall in any way preclude such party from exercising any
  such  right  or  constitute  a  suspension  or  any variation of any such right.
  
  (C)     BENEFIT;  SUCCESSORS  BOUND.
  
       This  Agreement  and  the  terms,  covenants,  conditions,  provisions,
  obligations,  undertakings,  rights, and benefits hereof, shall be binding upon,
  and  shall  inure  to  the  benefit of, the undersigned parties and their heirs,
  executors,  administrators,  representatives, successors, and permitted assigns,
  except  that performance of the Services to be provided by Consultant under this
  Agreement are of a personal nature and the obligation(s) to perform the Services
  will  not  be  assignable  or delegable in whole or in part unless the person to
  whom  the  obligation  to  perform  the  Services  is  assigned  or delegated is
  Consultant's  officer,  director,  employee  or  independent  contractor.
  
  (D)     ENTIRE  AGREEMENT.
  
       This  Agreement  contains  the  entire  agreement  between the parties with
  respect  to  the  subject  matter  hereof.  There  are  no promises, agreements,
  conditions,  undertakings,  understandings,  warranties,  covenants  or
  representations,  oral or written, express or implied, between them with respect
  to  this  Agreement  or  the  matters described in this Agreement, except as set
  forth  in  this  Agreement.  Any  such negotiations, promises, or understandings
  shall  not  be  used  to  interpret  or  constitute  this  Agreement.
  
  (E)     ASSIGNMENT.
  
       Neither  this  Agreement  nor  any  other  benefit  or obligation to accrue
  hereunder shall be assigned, transferred or delegated by either party, either in
  whole  or  in  part,  without  the  written  consent of the other party, and any
  purported  assignment, transfer or delegation in violation hereof shall be void.
  (F)     AMENDMENT.
  
       This  Agreement may be amended only by an instrument in writing executed by
  all  the  parties  hereto.
  
  (G)     SEVERABILITY.
  
       Each part of this Agreement is intended to be severable.  In the event that
  any  provision  of  this  Agreement  is found by any court or other authority of
  competent  jurisdiction  to be illegal or unenforceable, such provision shall be
  severed  or  modified to the extent necessary to render it enforceable and as so
  severed  or  modified,  this  Agreement shall continue in full force and effect.
  
  (H)     SECTION  HEADINGS.
  
       The  Section headings in this Agreement are for reference purposes only and
  shall  not  affect  in  any way the meaning or interpretation of this Agreement.
  
  (I)     CONSTRUCTION.
  
       Unless  the context otherwise requires, when used herein the singular shall
  be  deemed  to include the plural, the plural shall be deemed to include each of
  the  singular,  and  pronouns of one or no gender shall be deemed to include the
  equivalent  pronoun  of  the  other  or  no  gender.
  
  (J)     FURTHER  ASSURANCES.
  
       In  addition  to  the  instruments  and  documents to be made, executed and
  delivered  pursuant  to this Agreement the parties hereto agree to make, execute
  and deliver or cause to be made, executed and delivered, to the requesting party
  such  other  instruments  and to take such other actions as the requesting party
  may  reasonably  require  to  carry  out  the  terms  of  this Agreement and the
  transactions  contemplated  hereby.
  
  (K)     NOTICES.
  
       Any notice which is required or desired under this Agreement shall be given
  in  writing  and  may  be sent by personal delivery or by mail (either a) United
  States  mail,  postage  prepaid;  or  b)  Federal  Express  or similar generally
  recognized  overnight  carrier),  addressed  as follows (subject to the right to
  designate  a  different  address  by  notice  similarly  given):
  
  To Client:                                To Consultant:
  M.J. Shaheed, CEO                         Annas Fneikher
  AuGrid Corporation
  2275 East 55th Street, 2nd Floor          [ADDRESS]
  Cleveland. Ohio 44103
  (L)     GOVERNING  LAW.
  
       This  Agreement shall be governed by and interpreted in accordance with the
  laws  of the State of Texas without reference to its conflicts of laws, rules or
  principles.  Each  of  the  parties consent to the exclusive jurisdiction of the
  federal  courts  of  the  State  of Texas in connection with any dispute arising
  under  this Agreement and hereby waives, to the maximum extent permitted by law,
  any  objection,  including  any  objection  based on forum non coveniens, to the
  bringing  of  any  such  proceeding  in  such  jurisdictions.
  
  (M)     CONSENTS.
  
       The person signing this Agreement on behalf of each party hereby represents
  and  warrants  that he has the necessary power, consent and authority to execute
  and  deliver  this  Agreement  on  behalf  of  such  party.
  
  (N)     SURVIVAL  OF  PROVISIONS.
  
       The  provisions  contained  in  paragraphs 3, 5, 6, and 8 of this Agreement
  shall  survive  the  termination  of  this  Agreement
  
  (O)     EXECUTION  IN  COUNTERPARTS.
  
       This Agreement may be executed in any number of counterparts, each of which
  shall  be  deemed an original and all of which together shall constitute one and
  the  same  agreement.
  
  (P)     FAXED  COPIES.
  
       For purposes of this Agreement, a faxed signature will constitute and
  original signature.
  
       IN  WITNESS  WHEREOF, the parties have caused this Agreement to be executed
  and  have  agreed  to  and  accepted the terms herein on the date written above.
  
                                                    CLIENT
                                                    AuGrid Corporation
  
                                                    By: /S/ M.J. Shaheed
                                                       ---------------------------
                                                       M.J. Shaheed
                                                       Chief Executive Officer
  
                                                    CONSULTANT
  
                                                       /S/ Annas Fneikher
                                                       ---------------------------
                                                       Annas Fneikher
                                                       Individually
  Exhibit 4.2
  
                                CONSULTING AGREEMENT
  
  This CONSULTING AGREEMENT ("Agreement") made and entered into as of the 9th  day
  of  December, 2003, by AuGRID Corporation (the "Corporation"), and Richard
  Margulies / GRQ Financial, Inc. (the "Consultant").
  
  1.   APPOINTMENT  OF CONSULTANT. The Corporation appoints the Consultant and the
       Consultant accepts appointment on the terms and conditions provided in this
       Agreement  as  a  consultant  to  the Corporation's business, including any
       other  corporations  hereafter  formed  or  acquired  by the Corporation to
       engage  in  any  business  during  the  term  hereof.
  
  2.   SCOPE  OF  SERVICES.  The  Consultant  shall  render  advice  as to current
       business  and marketing strategies of its products and services in addition
       to  providing introductions to commercial transactions. In conjunction with
       the  Services,  the  Consultant  agrees  to:  Make  itself available to the
       officers  of  the  Company at such mutually agreed upon place during normal
       business  hours  for  reasonable  periods  of  time,  subject to reasonable
       advance  notice  and  mutually  convenient  scheduling,  for the purpose of
       advising  the  Company  in  the  preparation  of  such  reports, summaries,
       corporate  and/or corporate profiles and marketing and promotional packages
       and/or  other  material  and  documentation  ("Documentation")  as  will be
       necessary,  in  the  opinion  of  the  Consultant,  to properly present the
       Company  to  other entities and individuals that could be of benefit to the
       Company.  Advise  the  Company's  management  in  marketing  and  corporate
       development  including  potential  alliances  and  strategic  mergers,
       structuring  the  nature,  extent  and  other  parameters of any private or
       public  offer(s) to be made to prospective alliance groups or their agents.
       Advise  the  Company's management in evaluating proposals and participating
       in  negotiations  with  prospective  alliance and marketing groups or their
       agents. This Agreement expressly excludes the Consultant from providing any
       and  all  capital  formation and/of public relation services to the Company
       inclusive  of  but  not  limited to (i) direct or indirect promotion of the
       Company's  securities;  (ii)  assistance  in  making  of  a  market  in the
       Company's  securities; and (iii) assistance in obtaining debt and/or equity
       The Consultant shall not have the power of authority to bind the Company to
       any  transaction  without  the  Company's  prior  written  consent.
  
  3.   BOARD  OF  DIRECTORS  SUPERVISION.  The  activities of the Consultant to be
       performed  under  this Agreement shall be subject to the supervision of the
       Board  of Directors of the Corporation (the "Board") to the extent required
       by  applicable  law  or  regulation  and subject to reasonable policies not
       inconsistent  with  the terms of this Agreement adopted by the Board and in
       effect  from  time  to  time.  Where  not  required  by  applicable  law or
       regulation,  the  Consultant  shall  not  require the prior approval of the
       Board  to  perform  its duties under this Agreement. The Board has approved
       this  Agreement.
  4.   AUTHORITY  OF  CONSULTANT. Subject to any limitations imposed by applicable
       law  or  regulation,  the Consultant shall render management and consulting
       services  to  the  Corporation,  which  services  shall  include advice and
       assistance concerning any and all aspects of the operations and planning of
       the  Corporation  as needed from time to time. These services shall include
       but  not  be  limited  to conducting relations on behalf of the Corporation
       with  accountants,  attorneys,  and financial advisors. The Consultant will
       also  make  reports  to  the  Corporation  as  requested  by  the  Board of
       Directors.  The Consultant will use its best efforts to cause its employees
       and  agents to give the Corporation the benefit of their special knowledge,
       skill  and  business  expertise to the extent relevant to the Corporation's
       business  and  affairs.  The  Consultant shall introduce the Corporation to
       companies  who  are possible strategic partners, and assist the Corporation
       in  developing strategic relationships with these companies. The Consultant
       shall  find,  interview  and assist the Corporation in hiring executives as
       the  need  for  such  executives  arises. In addition, the Consultant shall
       render  advice  and  expertise  in  connection  with  any  acquisitions  or
       dispositions  undertaken  by  the  Corporation  and shall from time to time
       bring  to the attention of the Corporation acquisition opportunities as the
       Consultant  deems  appropriate  in  its  sole  discretion.
  
  5.   REIMBURSEMENT  OF  EXPENSES;  INDEPENDENT  CONTRACTOR.  All  obligations or
       expenses  reasonably  incurred  by the Consultant in the performance of its
       duties  under this Agreement, which are performed with the prior written or
       oral  approval  of  the Corporation, shall be for the account of, on behalf
       of, and at the expense of the Corporation. Provided that no such written or
       oral  approval  shall  be  required  for  reimbursement,  of any individual
       expense,  that  is less than $100. The Consultant shall not be obligated to
       make any advance to or for the account of the Corporation without assurance
       that  the  necessary  funds  are  held  in  accounts  maintained  by  the
       Corporation;  nor  shall the Consultant be obligated to incur any liability
       or obligation for the account of the Corporation without assurance that the
       necessary  funds  for the discharge of such liability or obligation will be
       provided. The Corporation shall reimburse each such expense upon submission
       by  the  Consultant  to  the  Corporation  of a properly documented expense
       report.  The  Consultant  shall  be  an independent contractor, and nothing
       contained  in  this  Agreement shall be deemed or construed (i) to create a
       partnership or joint venture between the Corporation and the Consultant; or
       (ii)  to  cause  the Consultant to be responsible in any way for the debts,
       liabilities  or obligations of the Corporation or any other party; or (iii)
       to constitute the Consultant or any of its employees as employees, officers
       or  agents  of the Corporation. The Consultant shall not hold itself out or
       permit  itself  to  be  regarded  (to the extent practical) as an employee,
       officer  or  agent  of  the Corporation and shall strictly avoid any act or
       omission  that  may  reasonably  lead  to  a  contractual or tortuous claim
       against  or  liability  to  the  Corporation.
  
  6.   OTHER  ACTIVITIES  OF  CONSULTANT.  The Corporation acknowledges and agrees
       that  neither  the  Consultant  nor  any  of  the  Consultant's  employees,
       officers,  directors,  affiliates or associates shall be required to devote
       full  time  business  efforts  to the duties of the Consultant specified in
       this  Agreement,  but  instead  shall  devote only so much of such time and
       efforts  as  the  Consultant  reasonably  deems  necessary  to  fulfill its
       obligations  under this Agreement. The Corporation further acknowledges and
       agrees  that  the Consultant and its affiliates are engaged in the business
       of  advising  other  clients  of  plans  to  continue to be engaged in such
       businesses  during  the term of the Agreement. No aspect or element of such
       activities  shall  be  deemed  to  be  engaged  in  for  the benefit of the
       Corporation  or  any  of  its  subsidiaries  or to constitute a conflict of
       interest.
  7.   COMPENSATION  OF  CONSULTANT. In consideration of Consultant's agreement to
       provide  the  consulting  services  during the term of this agreement ("120
       days"),  the Corporation will pay $18,000.00 (eighteen thousand dollars) of
       which  $4,500.00 (Four thousand-five hundred) shall be paid immediately and
       the  balance  to  be  paid  on  the  9th  of  each  month for next 3 months
       hereafter.  In  addition,  the  Board  shall act immediately to approve and
       authorize  the  issuance to the Consultant, 40,000,000 (forty million) free
       trading  shares  of  the  Corporation's  common  stock.  Accordingly,  the
       Corporation,  in  order  to register said shares, will file and /or include
       the  Consultant's  shares in a Form S-8 Registration Statement. Such shares
       shall  not  be  used  for  capital  financing  purposes.
  
  8.   TERM  This  Agreement shall commence as of the date hereof and shall remain
       in  effect  through  March  9th,  2004,  on  or  before,  at which time the
       Corporation  and  the  Consultant  shall  mutually  agree  to extend and/or
       renegotiate,  in  good  faith,  the  ongoing  terms  and  conditions of the
       Consultant's  Agreement.
  
  9.   TERMINATION  UPON  BREACH.  Either  the  Corporation  or the Consultant may
       terminate  this Agreement in the event of the breach of any of the material
       terms  or  provisions of this Agreement by the other party, which breach is
       not  cured within 30 business days after notice of the same is given to the
       party  alleged  to  be  in  breach  by  the  other  party.
  
  10.  CONFIDENTIALITY.  All  information,  knowledge  and  data  relating  to  or
       concerned  with  the  operations, business and affairs of the Consultant or
       the  Corporation  which  are  exchanged by the parties hereto in connection
       with the performance by the Consultant of its duties hereunder shall be the
       property  of  the Corporation. The information, knowledge and data shall be
       treated  as  confidential  information  and  shall  be  held in a fiduciary
       capacity  by  the  parties  hereunder.  Neither  the  Consultant  nor  the
       Corporation shall disclose or divulge such information to any firm, person,
       corporation, or other entity other than as required by law or in connection
       with  the  performance  of  its  duties  hereunder.
  
  11.  NON-COMPETITION.  During  the "Restricted Period" (as hereinafter defined),
       the  Consultant  agrees  not  to (and shall cause each of its employees and
       Affiliates  not to) directly or indirectly, alone or as a partner, officer,
       director,  employee,  consultant,  agent, independent contractor, member or
       stockholder  of  an  company  or  person,  engage  in (or have a pecuniary,
       financial  or  beneficial interest in) the business of the Corporation. The
       Consultant  further  agrees  that,  during  the  Restricted  Period,  the
       Consultant  shall  not  in  any  capacity, either separately, jointly or in
       association  with  others,  directly or indirectly do any of the following:
       (a)  employ  or  seek to employ any person or agent who is then employed or
       retained by the Corporation (or who was so employed or retained at any time
       within  the  two  (2)  years prior to the date either Consultant employs or
       seeks  to  employ  such  person); and (b) solicit, induce, or influence any
       proprietor,  partner,  stockholder,  lender,  director,  officer, employee,
       joint  venture,  investor, consultant, agent, lesser, supplier, customer or
       any  other person which has a business relationship with the Corporation or
       any subsidiary, at any time during the Restricted Period, to discontinue or
       reduce  or modify the extent of such relationship with the Corporation. The
       Restricted  Period shall mean the term of this agreement and one year after
       the  date  of  termination  of  this  Agreement.
  12.  ASSIGNMENT.  Without  the  consent of the Consultant, the Corporation shall
       not  assign, transfer or convey any of its rights, duties or interest under
       this  Agreement;  nor  shall  it  delegate any of the obligations or duties
       required  to be kept or performed by it hereunder. The Consultant shall not
       assign,  transfer  or  convey  any of its rights, duties or interests under
       this  Agreement,  nor  shall  it  delegate any of the obligations or duties
       required  to  be  kept or performed by it under this Agreement, except that
       the  Consultant may transfer its rights and obligations hereunder to one if
       its affiliates, or to an assignee who utilizes the services of employees of
       the  Consultant.
  
  13.  NOTICES.  All  notices,  demands, consents, approvals and requests given by
       either  party  to  the  other  hereunder  shall  be in writing and shall be
       personally  delivered  or  sent  by  registered  or  certified mail, return
       receipt  requested,  postage  prepaid,  to  the  parties  at  the following
       addresses:
  
  IF TO THE CORPORATION:                          MJ SHAHEED
  
                                                  AUGRID CORPORATION
  
                                                  10777 WESTHEIMER STREET
                                                  SUITE 1040
  
                                                  HOUSTON, TX 77042
  
  If to the Consultant:                           Richard Margulies, President
                                                  GRQ Financial, Inc.
                                                  2090 Oak Tree Road  Suite 14
                                                  Edison, NJ 08820
  
       Any  party may at any time change its respective address by sending written
       notice  to  the  other  party  of  the  change  in  the  manner hereinabove
       prescribed.
  
  15.  SEVERABILITY. If any term or provision of this Agreement or the application
       thereof  to  any person or circumstance shall, to any extent, be invalid or
       unenforceable,  the remainder of this Agreement, or the application of such
       term  or provision to persons or circumstances other than those as to which
       it  is  held  invalid or enforceable, shall be valid and be enforced to the
       fullest  extent  permitted  by  law.
  
  16.  NO  WAIVER.  The  failure  by  any  party  to exercise any right, remedy or
       elections herein contained, or permitted by law, shall not constitute or be
       construed  as  a  waiver  or relinquishment for the future exercise of such
       right,  remedy  or election, but the same shall continue and remain in full
       force  and  effect. All rights and remedies that any party may have at law,
       in  equity  or  otherwise  upon  breach  of  any  term or condition of this
       Agreement,  shall  be distinct, separate and cumulative rights and remedies
       and  no  one  of  them,  whether exercised or not, shall be deemed to be in
       exclusion  of  any  other  right  or  remedy.
  17.  ENTIRE  AGREEMENT. This Agreement contains the entire agreement between the
       parities hereto with respect to the matters herein contained and any change
       or  modification  must  be  in writing and signed by the party against whom
       enforcement  of  the  change  or  modification  is  sought.
  
  18.  GOVERNING  LAWS  This  Agreement  shall  be  governed  by  and construed in
       accordance  with  the  laws  of  the State of Texas. The sole venue for any
       action  relative  to this agreement shall be in the State or Federal Courts
       of  Texas.
  
  IN WITNESS WHEREOF, if the parties hereto have caused this Consulting Agreement
  to be duly executed, by their authorized representatives, as of the date first
  above written.
  
  AuGRID  Corporation.                Richard  Margulies / GRQ  Financial,  Inc.
  
  By: /S/ M.J. Shaheed                By: /S/ Richard Margulies
     --------------------------          --------------------------------
     M.J.  Shaheed                       Richard  Margulies
     President                           President
  Exhibit 5.1
  
                           DAVID M. LOEV, ATTORNEY AT LAW
                           2777 ALLEN PARKWAY, SUITE 1000
                                  HOUSTON, TX 77019
                                 713-524-4110 PHONE
                               713-524-4122 FACSIMILE
  
  January  28,  2004
  
  AuGRID  Corporation
  2275  East  55th  Street
  Cleveland,  Ohio  44103
  
  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:
  
       -    80,000,000  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, Bylaws, and the
  Minutes  of  its  Board  of  Directors and Shareholders meetings, the consulting
  agreements,  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.
  
  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
  
  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, 2002.
  
  /s/ Henry L. Creel Co., Inc.
  ----------------------------
  Henry L. Creel Co., Inc.
  Cleveland, Ohio
  
  January 27, 2004