<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                     --------------------------------------

                             MICROSIGNAL CORPORATION
           -----------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                                NEVADA               88-0231200
               --------------------------------- ----------------
                  (State or other Jurisdiction  (I.R.S. Employer
              of Incorporation or Organization) Identification No.)

                 345 Southpointe Boulevard Canonsburg, PA   15317
            --------------------------------------------- ----------
               (Address of Principal Executive Offices) (Zip Code)

                     --------------------------------------

                              CONSULTING AGREEMENTS

                              (Full Title of Plan)

                     --------------------------------------

                                 Wayne B. Morris
                             Chief Executive Officer
                            345 Southpointe Boulevard
                              Canonsburg, PA 15317
                     (Name and Address of agent for service)

                                  724-746-9476
          -------------------------------------------------------------
          (Telephone Number, including area code, of agent for service)
          -------------------------------------------------------------

                          COPIES OF COMMUNICATIONS TO:
                        Claudia J. Zaman Attorney At Law
                          20700 Ventura Blvd. Suite 227
                             Woodland Hills CA 91364
                              Phone: (818) 227-9494
                               Fax: (818) 227-9648

<PAGE>

<TABLE>
<CAPTION>

                     --------------------------------------
                         CALCULATION OF REGISTRATION FEE
                     --------------------------------------

                                             PROPOSED               PROPOSED
                                             MAXIMUM                MAXIMUM
                                             OFFERING               AGGREGATE        AMOUNT OF
TITLE OF SECURITIES    AMOUNT TO BE          PRICE                  OFFERING         REGISTRATION
TO BE REGISTERED       REGISTERED(1)         PER UNIT               PRICE            FEE
================================================================================================
<S>                          <C>                   <C>               <C>              <C>
Common Stock,                7,000,000 shares      $0.11             $770,000         $62.30
par value
$.001 per share
=================================================================================================
</TABLE>

(1) This Registration Statement relates to 7,000,000 shares of the Registrant's
Common Stock, par value $.001 per share, to be issued pursuant to the terms of
the Consulting Services Contracts. The Offering Price is used solely for
purposes of estimating the registration fee pursuant to Rules 457(c)and
457(h)promulgated pursuant to the Securities Act of 1933. The Offering Price is
calculated on the basis of the closing price for the Common Stock as quoted on
the Over-the-Counter Bulletin Board on November 25, 2003.


<PAGE>





PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The following documents listed under this Part I and the documents incorporated
by reference under Item 3 of Part II to this Form S-8, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act, and are incorporated herein by reference.

ITEM 1. PLAN INFORMATION

The information required to be provided pursuant to this Item to the consultants
whose stock is being registered hereunder are set forth in the consulting
services contracts.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this registration statement in accordance with Rule 428 under
the Securities Act of 1933, as amended (the "Act"), and the Explanatory Note to
Part I of this Registration Statement on Form S-8.

We will provide without charge to each participant in the Consulting Services
Contracts, upon written or oral request of such person, a copy (without
exhibits, unless such exhibits are specifically incorporated by reference) of
any or all of the documents incorporated by reference pursuant to this
Registration Statement. Requests may be forwarded to MicroSignal Corporation,
345 Southpointe Boulevard Canonsburg, PA 15317 Phone: 724-746-9476.


PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The contents of the following documents filed by MicroSignal Corporation, a
Nevada corporation ("MSGL" or the "Registrant"), with the Securities and
Exchange Commission (the "Commission") are hereby incorporated into this
registration statement ("Registration Statement") by reference:

(i) Registrant Statement on Form 10SB12G, filed on October 10, 2000 filed
pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended
("Exchange Act"); and

(ii) Registrant's quarterly reports on Form 10-QSB for the quarters ended March
31, 2001, 2002, 2003; June 30, 2001, 2002, 2003; September 30, 2002, 2003;
December 30, 2001.

(iii) Registrant's annual report on Form 10-KSB for the years ended September
30, 2001 and December 31, 2002.

<PAGE>

All documents filed by us with the Commission pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, subsequent to the filing date of this
Registration Statement and prior to the filing of a post- effective amendment to
this Registration Statement which indicates that all securities offered have
been sold or which registers 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 such documents. We will provide without
charge to the participant in the written compensation contract, upon written or
oral request of such person, a copy (without exhibits, unless such exhibits are
specifically incorporated by reference) of any or all of the documents
incorporated by reference pursuant to this Item 3.

ITEM 4. DESCRIPTION OF SECURITIES

Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

None.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

As permitted by the provisions of the Nevada Revised Statutes (the NRS), the
Company has the power to indemnify any person made a party to an action, suit or
proceeding by reason of the fact that they are or were a director, officer,
employee or agent of the Company, against expenses, judgments, fines and amounts
paid in settlement actually and reasonably incurred by them in connection with
any such action, suit or proceeding if they acted in good faith and in a manner
which they reasonably believed to be in, or not opposed to, the best interest of
the Company and, in any criminal action or proceeding, they had no reasonable
cause to believe their conduct was unlawful. Termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, does not, of itself, create a presumption that the
person did not act in good faith and in a manner which they reasonably believed
to be in or not opposed to the best interests of the Company, and, in any
criminal action or proceeding, they had no reasonable cause to believe their
conduct was unlawful.

The Company must indemnify a director, officer, employee or agent of the Company
who is successful, on the merits or otherwise, in the defense of any action,
suit or proceeding, or in defense of any claim, issue, or matter in the
proceeding, to which they are a party because they are or were a director,
officer employee or agent of the Company against expenses actually and
reasonably incurred by them in connection with the defense.

The Company may provide to pay the expenses of officers and directors incurred
in defending a civil or criminal action, suit or proceeding as the expenses are
incurred and in advance of the final disposition of the action, suit or
proceeding, upon receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined by a court of
competent jurisdiction that they are not entitled to be indemnified by the
Company.

The NRS also permits a corporation to purchase and maintain liability insurance
or make other financial arrangements on behalf of any person who is or was a
director, officer, employee or agent of the Company, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise for any
liability asserted against them and liability and expenses incurred by them in
their capacity as a director, officer, employee or agent, or arising out of
their status as such, whether or not the Company has the authority to indemnify
them against such liability and expenses. Presently, the Company does not carry
such insurance.
<PAGE>

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable.

ITEM 8.  EXHIBITS
<TABLE>
<CAPTION>

Exhibit No.                Description of Exhibits
<S>     <C>    <C>    <C>    <C>    <C>    <C>

 3.1      Certificate  of  Incorporation  of the  Company  (filed as Exhibit 3 to the  Company's  Registration  Statement  on
          Form              10-SB as filed with the Commission on October 10, 2000).
 3.2      Certificate  of  Amendment  of the  Certificate  of  Incorporation  of the  Company  (filed as  Exhibit  3.I to the
          Company's Registration Statement on Form 10-SB as filed with the Commission on October 10, 2000).
 3.3      Bylaws of the Company  (filed as Exhibit 3.II to the Company's  Registration  Statement on Form 10-SB as filed with
          the Commission on October 10, 2000).
 4.1      Consulting Agreement with William Ritger, Robert Darbee, Michael Sakraida, James McDowell and Michael Mulshine
 4.2      Consulting Agreement with David Herr and Peter Rospond
 4.3      Consulting Agreement with GW Walters
 5.1      Opinion of Claudia J. Zaman Attorney At Law. (filed herewith).
23.1      Consent of Malone & Bailey, PLLC, Certified Public Accountants (filed herewith).
23.2      Consent of Claudia J. Zaman Attorney at Law. (filed herewith).
</TABLE>

ITEM 9. UNDERTAKINGS

        (a) UNDERTAKING TO UPDATE

        The undersigned Registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to:

               (i) include any prospectus required by section 10(a)(3) of the
Securities Act;

               (ii) reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information in the Registration Statement;
and

             (iii) 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;

<PAGE>

        PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") that are incorporated by reference in the
Registration Statement.

              (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

              (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.


        (b) UNDERTAKING WITH RESPECT TO DOCUMENTS INCORPORATED BY REFERENCE

             The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act that is incorporated by reference in this 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) UNDERTAKING WITH RESPECT TO INDEMNIFICATION

              Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities 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 Securities
Act and will be governed by the final adjudication of such issue.


<PAGE>

                             SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Las Vegas, State of Nevada, on this 18th day of November, 2003.

                                            MICROSIGNAL CORPORATION

                                            By:/s/ Wayne B. Morris
                                            ---------------------------
                                            Wayne B. Morris, President


                                             By: /s/ Andrea Lindsay
                                             Andrea Lindsay, Sec, CFO


        In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on this 18th day of November, 2003.


         SIGNATURE                             TITLE
         ---------                             -----

    /s/ Dr. Rupert Perrin                               Director
    Dr.  Rupert A.L. Perrin

                                                        Director
    /s/ Dr. Lawrence Madoff
   Dr.  Lawrence Madoff


    /s/ Dr. Paul Brandt                                 Director
    Dr. Paul Bandt

<PAGE>
<TABLE>
<CAPTION>


                              INDEX TO EXHIBITS

Exhibit No.                Description of Exhibits
<S>              <C>

3.1  Certificate  of  Incorporation  of the  Company  (filed as Exhibit 3 to the
     Company's Registration Statement on Form 10-SB as filed with the Commission
     on October 10, 2000).

3.2  Certificate of Amendment of the Certificate of Incorporation of the Company
     (filed as Exhibit 3.I to the Company's Registration Statement on Form 10-SB
     as filed with the Commission on October 10, 2000).

3.3  Bylaws of the  Company(filed as Exhibit 3.II to the Company's  Registration
     Statement on Form 10-SB as filed with the Commission on October 10, 2000).

4.1  Consulting Agreement with William Ritger, Robert Darbee,  Michael Sakraida,
     James  McDowell  and Michale  Mulshine  (filed  herewith).  4.2  Consulting
     Agreement with David Herr and Peter Rospond (filed herewith)

4.3  Consulting Agreement with Gary Walters (filed herewith)

5.1  Opinion of Claudia J. Zaman Attorney At Law (filed herewith).

23.1 Consent  of Malone & Bailey,  PLLC,  Certified  Public  Accountants  (filed
     herewith).

23.2 Consent of Claudia J. Zaman Attorney at Law. (filed herewith).


</TABLE>
<PAGE>
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{"company-data": {"conformed-name": "MICROSIGNAL CORP/NV", "cik": "0001116677", "assigned-sic": "7372", "irs-number": "880231200", "state-of-incorporation": "NV"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-110796", "film-number": "031026170"}, "business-address": {"street1": "3927 EDMONTRIE NE BAY 8", "city": "CALGARY T2E 6T1"}, "former-company": {"former-conformed-name": "PRO GLASS TECHNOLOGIES INC", "date-changed": "20000615"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                     --------------------------------------

                             MICROSIGNAL CORPORATION
           -----------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                NEVADA               88-0231200
               --------------------------------- ----------------
                  (State or other Jurisdiction  (I.R.S. Employer
              of Incorporation or Organization) Identification No.)

                 345 Southpointe Boulevard Canonsburg, PA   15317
            --------------------------------------------- ----------
               (Address of Principal Executive Offices) (Zip Code)

                     --------------------------------------

                              CONSULTING AGREEMENTS

                              (Full Title of Plan)

                     --------------------------------------

                                 Wayne B. Morris
                             Chief Executive Officer
                            345 Southpointe Boulevard
                              Canonsburg, PA 15317
                     (Name and Address of agent for service)

                                  724-746-9476
          -------------------------------------------------------------
          (Telephone Number, including area code, of agent for service)
          -------------------------------------------------------------

                          COPIES OF COMMUNICATIONS TO:
                        Claudia J. Zaman Attorney At Law
                          20700 Ventura Blvd. Suite 227
                             Woodland Hills CA 91364
                              Phone: (818) 227-9494
                               Fax: (818) 227-9648
--------------------------------------
                         CALCULATION OF REGISTRATION FEE
                     --------------------------------------

                                             PROPOSED               PROPOSED
                                             MAXIMUM                MAXIMUM
                                             OFFERING               AGGREGATE        AMOUNT OF
TITLE OF SECURITIES    AMOUNT TO BE          PRICE                  OFFERING         REGISTRATION
TO BE REGISTERED       REGISTERED(1)         PER UNIT               PRICE            FEE
================================================================================================
Common Stock,                7,000,000 shares      $0.11             $770,000         $62.30
par value
$.001 per share
=================================================================================================
(1) This Registration Statement relates to 7,000,000 shares of the Registrant's
Common Stock, par value $.001 per share, to be issued pursuant to the terms of
the Consulting Services Contracts. The Offering Price is used solely for
purposes of estimating the registration fee pursuant to Rules 457(c)and
457(h)promulgated pursuant to the Securities Act of 1933. The Offering Price is
calculated on the basis of the closing price for the Common Stock as quoted on
the Over-the-Counter Bulletin Board on November 25, 2003.
PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The following documents listed under this Part I and the documents incorporated
by reference under Item 3 of Part II to this Form S-8, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act, and are incorporated herein by reference.

ITEM 1. PLAN INFORMATION

The information required to be provided pursuant to this Item to the consultants
whose stock is being registered hereunder are set forth in the consulting
services contracts.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this registration statement in accordance with Rule 428 under
the Securities Act of 1933, as amended (the "Act"), and the Explanatory Note to
Part I of this Registration Statement on Form S-8.

We will provide without charge to each participant in the Consulting Services
Contracts, upon written or oral request of such person, a copy (without
exhibits, unless such exhibits are specifically incorporated by reference) of
any or all of the documents incorporated by reference pursuant to this
Registration Statement. Requests may be forwarded to MicroSignal Corporation,
345 Southpointe Boulevard Canonsburg, PA 15317 Phone: 724-746-9476.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The contents of the following documents filed by MicroSignal Corporation, a
Nevada corporation ("MSGL" or the "Registrant"), with the Securities and
Exchange Commission (the "Commission") are hereby incorporated into this
registration statement ("Registration Statement") by reference:

(i) Registrant Statement on Form 10SB12G, filed on October 10, 2000 filed
pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended
("Exchange Act"); and

(ii) Registrant's quarterly reports on Form 10-QSB for the quarters ended March
31, 2001, 2002, 2003; June 30, 2001, 2002, 2003; September 30, 2002, 2003;
December 30, 2001.

(iii) Registrant's annual report on Form 10-KSB for the years ended September
30, 2001 and December 31, 2002.
All documents filed by us with the Commission pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, subsequent to the filing date of this
Registration Statement and prior to the filing of a post- effective amendment to
this Registration Statement which indicates that all securities offered have
been sold or which registers 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 such documents. We will provide without
charge to the participant in the written compensation contract, upon written or
oral request of such person, a copy (without exhibits, unless such exhibits are
specifically incorporated by reference) of any or all of the documents
incorporated by reference pursuant to this Item 3.

ITEM 4. DESCRIPTION OF SECURITIES

Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

None.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

As permitted by the provisions of the Nevada Revised Statutes (the NRS), the
Company has the power to indemnify any person made a party to an action, suit or
proceeding by reason of the fact that they are or were a director, officer,
employee or agent of the Company, against expenses, judgments, fines and amounts
paid in settlement actually and reasonably incurred by them in connection with
any such action, suit or proceeding if they acted in good faith and in a manner
which they reasonably believed to be in, or not opposed to, the best interest of
the Company and, in any criminal action or proceeding, they had no reasonable
cause to believe their conduct was unlawful. Termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, does not, of itself, create a presumption that the
person did not act in good faith and in a manner which they reasonably believed
to be in or not opposed to the best interests of the Company, and, in any
criminal action or proceeding, they had no reasonable cause to believe their
conduct was unlawful.

The Company must indemnify a director, officer, employee or agent of the Company
who is successful, on the merits or otherwise, in the defense of any action,
suit or proceeding, or in defense of any claim, issue, or matter in the
proceeding, to which they are a party because they are or were a director,
officer employee or agent of the Company against expenses actually and
reasonably incurred by them in connection with the defense.

The Company may provide to pay the expenses of officers and directors incurred
in defending a civil or criminal action, suit or proceeding as the expenses are
incurred and in advance of the final disposition of the action, suit or
proceeding, upon receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined by a court of
competent jurisdiction that they are not entitled to be indemnified by the
Company.

The NRS also permits a corporation to purchase and maintain liability insurance
or make other financial arrangements on behalf of any person who is or was a
director, officer, employee or agent of the Company, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise for any
liability asserted against them and liability and expenses incurred by them in
their capacity as a director, officer, employee or agent, or arising out of
their status as such, whether or not the Company has the authority to indemnify
them against such liability and expenses. Presently, the Company does not carry
such insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable.

ITEM 8.  EXHIBITS
Exhibit No.                Description of Exhibits
3.1      Certificate  of  Incorporation  of the  Company  (filed as Exhibit 3 to the  Company's  Registration  Statement  on
          Form              10-SB as filed with the Commission on October 10, 2000).
 3.2      Certificate  of  Amendment  of the  Certificate  of  Incorporation  of the  Company  (filed as  Exhibit  3.I to the
          Company's Registration Statement on Form 10-SB as filed with the Commission on October 10, 2000).
 3.3      Bylaws of the Company  (filed as Exhibit 3.II to the Company's  Registration  Statement on Form 10-SB as filed with
          the Commission on October 10, 2000).
 4.1      Consulting Agreement with William Ritger, Robert Darbee, Michael Sakraida, James McDowell and Michael Mulshine
 4.2      Consulting Agreement with David Herr and Peter Rospond
 4.3      Consulting Agreement with GW Walters
 5.1      Opinion of Claudia J. Zaman Attorney At Law. (filed herewith).
23.1      Consent of Malone & Bailey, PLLC, Certified Public Accountants (filed herewith).
23.2      Consent of Claudia J. Zaman Attorney at Law. (filed herewith).
ITEM 9. UNDERTAKINGS

        (a) UNDERTAKING TO UPDATE

        The undersigned Registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to:

               (i) include any prospectus required by section 10(a)(3) of the
Securities Act;

               (ii) reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information in the Registration Statement;
and

             (iii) include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") that are incorporated by reference in the
Registration Statement.

              (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

              (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

        (b) UNDERTAKING WITH RESPECT TO DOCUMENTS INCORPORATED BY REFERENCE

             The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act that is incorporated by reference in this 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) UNDERTAKING WITH RESPECT TO INDEMNIFICATION

              Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities 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 Securities
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 Las Vegas, State of Nevada, on this 18th day of November, 2003.

                                            MICROSIGNAL CORPORATION

                                            By:/s/ Wayne B. Morris
                                            ---------------------------
                                            Wayne B. Morris, President

                                             By: /s/ Andrea Lindsay
                                             Andrea Lindsay, Sec, CFO

        In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on this 18th day of November, 2003.

         SIGNATURE                             TITLE
         ---------                             -----

    /s/ Dr. Rupert Perrin                               Director
    Dr.  Rupert A.L. Perrin

                                                        Director
    /s/ Dr. Lawrence Madoff
   Dr.  Lawrence Madoff

    /s/ Dr. Paul Brandt                                 Director
    Dr. Paul Bandt
INDEX TO EXHIBITS

Exhibit No.                Description of Exhibits
3.1  Certificate  of  Incorporation  of the  Company  (filed as Exhibit 3 to the
     Company's Registration Statement on Form 10-SB as filed with the Commission
     on October 10, 2000).

3.2  Certificate of Amendment of the Certificate of Incorporation of the Company
     (filed as Exhibit 3.I to the Company's Registration Statement on Form 10-SB
     as filed with the Commission on October 10, 2000).

3.3  Bylaws of the  Company(filed as Exhibit 3.II to the Company's  Registration
     Statement on Form 10-SB as filed with the Commission on October 10, 2000).

4.1  Consulting Agreement with William Ritger, Robert Darbee,  Michael Sakraida,
     James  McDowell  and Michale  Mulshine  (filed  herewith).  4.2  Consulting
     Agreement with David Herr and Peter Rospond (filed herewith)

4.3  Consulting Agreement with Gary Walters (filed herewith)

5.1  Opinion of Claudia J. Zaman Attorney At Law (filed herewith).

23.1 Consent  of Malone & Bailey,  PLLC,  Certified  Public  Accountants  (filed
     herewith).

23.2 Consent of Claudia J. Zaman Attorney at Law. (filed herewith).