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
<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

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.

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.

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.

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