EXHIBIT 3.4


                            ARTICLES OF INCORPORATION
                                       OF
                               AUGRID CORPORATION


Pursuant to the Nevada Revised Statutes 78.320 and other applicable Nevada
Revised Statutes, there being shares validly issued and outstanding and entitled
to vote, the Board of Directors and the shareholders (voting either by proxy or
in person) approved a resolution to amend the articles of incorporation of
AuGRID Corporation as follows:


Therefore, the corporation does by these presents restate its articles of
incorporation as follows:


         ARTICLE 4:        Capitalization


         The total number of share which the Company shall have the authority to
         issue is 700,000,000 shares of two classes of capital stock to be
         designated respectively preferred stock ("Preferred Stock"), Common
         Stock ("Common Stock").

         The Common and/or preferred stock of the Company may be issued
         from time to time without prior approval by the stockholders. The
         Common and/or Preferred Stock may be issued for such consideration as
         may be fixed from time to time by the Board of Directors.

         The total number of shares of Preferred Stock the Corporation shall
         have authority to issue is 10,000,000 shares with a par value of $0.001
         per share.


         The total number of Common Stock the Corporation shall have authority
         to issue is 690,000,000 shares with a par value of $0.001 per share.

         The Preferred Stock authorized by the corporation shall be issued in
         series. The Board of Directors is authorized to establish series of
         Preferred Stock and to fix, in the manner and to the full extent
         provided and permitted by law, the rights, preferences and limitations
         of each series of the Preferred Stock and the relative rights,
         preferences and limitations between or among such series including, but
         not limited to:

                  (1) The designation of each series and the number of shares
                        that shall constitute the series;

                  (2)   The rate of dividends, if any, payable on the shares of
                        each series, the time and manner of payment and whether
                        or not such dividends shall be cumulative;

                  (3)   Whether shares of each series may be redeemed and, if
                        so, the redemption price shall be 25 common shares for
                        every 1 share of preferred stock and the terms and
                        conditions of redemption;

                  (4)   Sinking fund provisions, if any, for the redemption or
                        purchase of share of each series which is redeemable;



                  (5)   The amount, if any, payable upon shares of each series
                        in the event of the voluntary or involuntary
                        liquidation, dissolution or winding up of the
                        corporation, and the manner and preference of such
                        payment; and

                  (6)   The voting rights, if any, in the shares of each
                        series and any conditions upon the exercising of such
                        rights.

The vote by which the stockholders holding shares in the corporation entitling
them to exercise at least a majority of the voting power, or such greater
proportion of the voting power as may be required in the case of a vote by
classes or series, or as may be required by the provisions of the Articles of
Incorporation have voted in favor of the amendment is OVER 50%.

The aforesaid changes and amendments have been consented to and approved by a
majority vote of the stockholders holding at least a majority of each class of
stock outstanding and entitled to vote thereon.


/s/ M.J. Shaheed                            /s/ Mary Horoszko
- -----------------------------               ---------------------------------
MUHAMMAD J. SHAHEED                          MARY HOROSZKO
PRESIDENT                                    SECRETARY