SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                     FORM S-8

                             REGISTRATION STATEMENT UNDER
                              THE SECURITIES ACT OF 1933

                              NanoSignal Corporation, Inc.

                       (Exact name of issuer as specified in its charter)


              Nevada                                        88-0231200
              ------                                        ----------
    (State or other jurisdiction of                      (I.R.S. Employer
     incorporation or organization)                     Identification No.)

      5440 W Sahara, Suite 206, Las Vegas, Nevada               89146
        ----------------------------------------              ----------
    (Address of Principal Executive Offices)                 (Zip Code)

                          2004 Stock Incentive Plan #1
                            (Full title of the Plan)

                                 Scott Ervin, CEO
                           NanoSignal Corporation, Inc.
                            5440 W Sahara, Suite 206
                             Las Vegas, Nevada 89146
                                 (702) 227-5111
                       (Name and address of agent for service)

             (Former Name or Former Address, if Changed Since Last Report)

                                      copies to:
                             Gary L. Blum, Attorney at Law
                               3278 Wilshire Blvd, #603
                                 Los Angeles, CA 90010
                                      213-381-7450

           Approximate date of commencement of proposed sale to the public:
                Upon the effective date of this Registration Statement.

                               CALCULATION OF REGISTRATION FEE

                                     Proposed       Proposed
Title of                             maximum        maximum
securities         Amount            Offering       aggregate     Amount of
to be              to be             price per      offering      registration
registered         registered(3)(4)  share(1)(2)    price         fee (1)
----------         ---------------   -----------    ---------     ------------
Common Stock,      35,000,000         $.024         $840,000        $106.43
$.001 par value

(1) The fee with respect to these shares has been calculated pursuant to Rules
457(h) and 457(c) under the Securities Act of 1933 and based upon the average
of the average price per share of our Common Stock during the five days ending
August 13, 2004, a date within five (5) days prior to the date of filing of
this registration statement, as reported by the OTC Electronic Bulletin Board.

(2) Estimated solely for the purpose of calculating the registration fee.

(3) Represents the maximum number of shares that may be issued under the
above-named 2004 Stock Incentive Plan #1.

(4) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable pursuant to this Registration Statement by
reason of any stock dividend, stock split, recapitalization or any other
similar transaction effected without the receipt of consideration which
results in an increase in the number of the Registrant's outstanding shares
of Common Stock.

Documents Incorporated by Reference [X] Yes [ ] No

<PAGE>



PART II

Item 3. Incorporation of Documents by Reference.

The following documents are incorporated by reference in this registration
statement and made a part hereof:

(a) Our quarterly reports on Form 10Q-SB filed for the quarters ended
March 31, 2002, 2003; 2004, June 30, 2001, 2002, 2003, September 30, 2002,
2003; December 30, 2001

(b) Our annual report on Form 10-KSB for the year ended December 31, 2003
filed pursuant to Section 15(d) of the Exchange Act of 1934, as amended or
the 1934 Act.

(c) All other documents filed by us after the date of this registration
statement under Section 13(a), 13(c), 14 and 15(d) of the 1934 Act, after
today's date 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 de-registers all securities then remaining in this registration
statement and to be part thereof from the date of filing of such documents.

Item 4. Description of Securities.

Not Applicable.

Item 5. Interest of Named Experts and Counsel.

None

Item 6. Indemnification of Directors and Officers.

Our Certificate of Incorporation and By-laws provide that we shall indemnify
to the fullest extent permitted by Nevada law any person whom we may indemnify
thereunder, including our directors, officers, employees and agents. Such
indemnification (other than as ordered by a court) shall be made by us only
upon a determination that indemnification is proper in the circumstances
because the individual met the applicable standard of conduct i.e., such
person acted in good faith and in a manner he reasonably believed to be in
or not opposed to our best interest. Advances for such indemnification may be
made pending such determination. Such determination shall be made by a majority
vote of a quorum consisting of disinterested directors, or by independent
legal counsel or by the stockholders. In addition, our Certificate of
Incorporation provides for the elimination, to the extent permitted by
Nevada, of personal liability of our directors and our stockholders for
monetary damages for breach of fiduciary duty as directors.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "1933 Act") may be permitted to our directors,
officers and controlling persons pursuant to the foregoing provisions, or
otherwise, we have 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
us of expenses incurred or paid by a director, officer or controlling person
of us 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, we will, unless in the opinion of our counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by us
is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.

<PAGE>

Item 7. Exemption From Registration Claimed.

Not Applicable.

Item 8. Exhibits.

Number Description

4.1 2004 Stock Incentive Plan #1.

5.1 Opinion of Law Offices of Gary L. Blum

23.1 Consent of Law Offices of Gary L. Blum
                  (Included in Exhibit 5.1)

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

Item 9. Undertakings.

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:

(a) To include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933.

(b) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; and

(c) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.

Provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by this paragraph is contained
in periodic reports filed by us pursuant to Section 13 or Section 15(d) of
the 1934 Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the 1933 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.

(4) That, for purposes of determining any liability under the 1933 Act, each
filing of our annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 1934 Act) 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.

(5) To deliver or cause to be delivered with the prospectus, to each person
to whom the prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under
the 1934 Act; and, where interim financial information required to be
presented by Item 310(b) of Regulation S-B is not set forth in the prospectus,
to deliver, or cause to be delivered, to each person to whom the prospectus is
sent or given, the latest quarterly report that is specifically incorporated
by reference in the prospectus to provide such interim financial information.

<PAGE>

(6) To deliver or cause to be delivered with the prospectus to each employee
to whom the prospectus is sent or given, a copy of our annual report to
stockholders for its last fiscal year, unless such employee otherwise has
received a copy of such report, in which case the registration shall state in
the prospectus that it will promptly furnish, without charge, a copy of such
report on written request of the employee. If our last fiscal year has ended
within 120 days prior to the use of the prospectus, our annual report for the
preceding fiscal year may be delivered, but within such 120-day period the
annual report for the last fiscal year will be furnished to each employee.

(7) To transmit or cause to be transmitted to all employees participating in
the plans who do not otherwise receive such material as our stockholders, at
the time and in the manner such material is sent to its stockholders, copies
of all reports, proxy statements and other communications distributed to its
stockholders generally.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, we certify 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 Henderson, State of Nevada, on August 17, 2004.

NANOSIGNAL CORPORATION, INC.



By: /s/ Scott Ervin
    ----------------------------
    Scott Ervin
    Chief Executive Officer



Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.



Signatures                                  Date

By: /s/ Scott Ervin                        August 17, 2004
-----------------------------
Scott Ervin
Chief Executive Officer,
Principal Financial Officer, Director


By: /s/ Lawrence Madoff                    August 17, 2004
-----------------------------
Lawrence Madoff, Director


By: /s/ Rupert A.L. Perrin                 August 17, 2004
-----------------------------
Rupert A.L. Perrin, Director
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{"company-data": {"conformed-name": "NanoSignal CORP", "cik": "0001116677", "assigned-sic": "7372", "irs-number": "880231200", "state-of-incorporation": "NV"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-118306", "film-number": "04982585"}, "business-address": {"street1": "5440 W. SAHARA AVE.  SUITE 206", "city": "LAS VEGAS,", "state": "NV", "zip": "89146", "phone": "(702) 227-5111"}, "mail-address": {"street1": "5440 W. SAHARA AVE.  SUITE 206", "city": "LAS VEGAS,", "state": "NV", "zip": "89146"}, "former-company": [{"former-conformed-name": "MICROSIGNAL CORP/NV", "date-changed": "20021127"}, {"former-conformed-name": "PRO GLASS TECHNOLOGIES INC", "date-changed": "20000615"}]}
SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                     FORM S-8

                             REGISTRATION STATEMENT UNDER
                              THE SECURITIES ACT OF 1933

                              NanoSignal Corporation, Inc.

                       (Exact name of issuer as specified in its charter)

              Nevada                                        88-0231200
              ------                                        ----------
    (State or other jurisdiction of                      (I.R.S. Employer
     incorporation or organization)                     Identification No.)

      5440 W Sahara, Suite 206, Las Vegas, Nevada               89146
        ----------------------------------------              ----------
    (Address of Principal Executive Offices)                 (Zip Code)

                          2004 Stock Incentive Plan #1
                            (Full title of the Plan)

                                 Scott Ervin, CEO
                           NanoSignal Corporation, Inc.
                            5440 W Sahara, Suite 206
                             Las Vegas, Nevada 89146
                                 (702) 227-5111
                       (Name and address of agent for service)

             (Former Name or Former Address, if Changed Since Last Report)

                                      copies to:
                             Gary L. Blum, Attorney at Law
                               3278 Wilshire Blvd, #603
                                 Los Angeles, CA 90010
                                      213-381-7450

           Approximate date of commencement of proposed sale to the public:
                Upon the effective date of this Registration Statement.

                               CALCULATION OF REGISTRATION FEE

                                     Proposed       Proposed
Title of                             maximum        maximum
securities         Amount            Offering       aggregate     Amount of
to be              to be             price per      offering      registration
registered         registered(3)(4)  share(1)(2)    price         fee (1)
----------         ---------------   -----------    ---------     ------------
Common Stock,      35,000,000         $.024         $840,000        $106.43
$.001 par value

(1) The fee with respect to these shares has been calculated pursuant to Rules
457(h) and 457(c) under the Securities Act of 1933 and based upon the average
of the average price per share of our Common Stock during the five days ending
August 13, 2004, a date within five (5) days prior to the date of filing of
this registration statement, as reported by the OTC Electronic Bulletin Board.

(2) Estimated solely for the purpose of calculating the registration fee.

(3) Represents the maximum number of shares that may be issued under the
above-named 2004 Stock Incentive Plan #1.

(4) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable pursuant to this Registration Statement by
reason of any stock dividend, stock split, recapitalization or any other
similar transaction effected without the receipt of consideration which
results in an increase in the number of the Registrant's outstanding shares
of Common Stock.

Documents Incorporated by Reference [X] Yes [ ] No
PART II

Item 3. Incorporation of Documents by Reference.

The following documents are incorporated by reference in this registration
statement and made a part hereof:

(a) Our quarterly reports on Form 10Q-SB filed for the quarters ended
March 31, 2002, 2003; 2004, June 30, 2001, 2002, 2003, September 30, 2002,
2003; December 30, 2001

(b) Our annual report on Form 10-KSB for the year ended December 31, 2003
filed pursuant to Section 15(d) of the Exchange Act of 1934, as amended or
the 1934 Act.

(c) All other documents filed by us after the date of this registration
statement under Section 13(a), 13(c), 14 and 15(d) of the 1934 Act, after
today's date 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 de-registers all securities then remaining in this registration
statement and to be part thereof from the date of filing of such documents.

Item 4. Description of Securities.

Not Applicable.

Item 5. Interest of Named Experts and Counsel.

None

Item 6. Indemnification of Directors and Officers.

Our Certificate of Incorporation and By-laws provide that we shall indemnify
to the fullest extent permitted by Nevada law any person whom we may indemnify
thereunder, including our directors, officers, employees and agents. Such
indemnification (other than as ordered by a court) shall be made by us only
upon a determination that indemnification is proper in the circumstances
because the individual met the applicable standard of conduct i.e., such
person acted in good faith and in a manner he reasonably believed to be in
or not opposed to our best interest. Advances for such indemnification may be
made pending such determination. Such determination shall be made by a majority
vote of a quorum consisting of disinterested directors, or by independent
legal counsel or by the stockholders. In addition, our Certificate of
Incorporation provides for the elimination, to the extent permitted by
Nevada, of personal liability of our directors and our stockholders for
monetary damages for breach of fiduciary duty as directors.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "1933 Act") may be permitted to our directors,
officers and controlling persons pursuant to the foregoing provisions, or
otherwise, we have 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
us of expenses incurred or paid by a director, officer or controlling person
of us 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, we will, unless in the opinion of our counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by us
is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
Item 7. Exemption From Registration Claimed.

Not Applicable.

Item 8. Exhibits.

Number Description

4.1 2004 Stock Incentive Plan #1.

5.1 Opinion of Law Offices of Gary L. Blum

23.1 Consent of Law Offices of Gary L. Blum
                  (Included in Exhibit 5.1)

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

Item 9. Undertakings.

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:

(a) To include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933.

(b) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; and

(c) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.

Provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by this paragraph is contained
in periodic reports filed by us pursuant to Section 13 or Section 15(d) of
the 1934 Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the 1933 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.

(4) That, for purposes of determining any liability under the 1933 Act, each
filing of our annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 1934 Act) 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.

(5) To deliver or cause to be delivered with the prospectus, to each person
to whom the prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under
the 1934 Act; and, where interim financial information required to be
presented by Item 310(b) of Regulation S-B is not set forth in the prospectus,
to deliver, or cause to be delivered, to each person to whom the prospectus is
sent or given, the latest quarterly report that is specifically incorporated
by reference in the prospectus to provide such interim financial information.
(6) To deliver or cause to be delivered with the prospectus to each employee
to whom the prospectus is sent or given, a copy of our annual report to
stockholders for its last fiscal year, unless such employee otherwise has
received a copy of such report, in which case the registration shall state in
the prospectus that it will promptly furnish, without charge, a copy of such
report on written request of the employee. If our last fiscal year has ended
within 120 days prior to the use of the prospectus, our annual report for the
preceding fiscal year may be delivered, but within such 120-day period the
annual report for the last fiscal year will be furnished to each employee.

(7) To transmit or cause to be transmitted to all employees participating in
the plans who do not otherwise receive such material as our stockholders, at
the time and in the manner such material is sent to its stockholders, copies
of all reports, proxy statements and other communications distributed to its
stockholders generally.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, we certify 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 Henderson, State of Nevada, on August 17, 2004.

NANOSIGNAL CORPORATION, INC.

By: /s/ Scott Ervin
    ----------------------------
    Scott Ervin
    Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

Signatures                                  Date

By: /s/ Scott Ervin                        August 17, 2004
-----------------------------
Scott Ervin
Chief Executive Officer,
Principal Financial Officer, Director

By: /s/ Lawrence Madoff                    August 17, 2004
-----------------------------
Lawrence Madoff, Director

By: /s/ Rupert A.L. Perrin                 August 17, 2004
-----------------------------
Rupert A.L. Perrin, Director