SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                          NANOSIGNAL CORPORATION, INC.
           -----------------------------------------------------------
             (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.)


               3960 Howard Hughes Parkway #560 Las Vegas NV 89109
            --------------------------------------------- ----------
               (Address of Principal Executive Offices) (Zip Code)

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

                CONSULTING SERVICES AGREEMENT WITH JUAN FERREIRA
                 CONSULTING SERVICES AGREEMENT WITH K.C.QUINTANA
                 CONSULTING SERVICES AGREMENT WITH JESSE CANTERO
                CONSULTING SERVICES AGREEMENT WITH STEVE CUMMINS
                  CONSULTING SERVICES AGREEMENT WITH KENN PALM
                CONSULTING SERVICES AGREEMENT FOR CHARLES LINDSEY
                CONSULTING SERVICES AGREEMENT WITH ANDREA LINDSEY
                  CONSULTING SERVICES AGREEMENT WITH MIKE RINI
                 CONSULTING SERVICES AGREEMENT WITH JAY MCFADDEN
                  CONSULTING SERVICES AGREEMENT WITH JIM STOCK
               CONSULTING SERVICES AGREEMENT WITH ANNALIE GALACIA
                 CONSULTING SERVICES AGREEMENT WITH STACY MCBEE
             CONSULTING SERVICES AGREEMENT WITH DR. LAWRENCE MADOFF
              CONSUTLING SERVICES AGREEMENT WITH DR. RUPERT PERRIN
                              (Full Title of Plan)

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

                               Scott A. Ervin, CEO
                             Chief Executive Officer
                      3960 Howard Hughes Parkway Suite 560
                               Las Vegas NV 89109
                     (Name and Address of agent for service)
                                  702-990-3886

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

<PAGE>

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

<TABLE>
<CAPTION>
                                             PROPOSED        PROPOSED
                                             MAXIMUM         MAXIMUM
                                             OFFERING        AGGREGATE        AMOUNT OF
TITLE OF SECURITIES    AMOUNT TO BE          PRICE           OFFERING         REGISTRATION
TO BE REGISTERED       REGISTERED(1)         PER SHARE       PRICE            FEE
==========================================================================================
<S>                    <C>                   <C>             <C>              <C>
Common Stock,          20,483,334 shares     $.22            $4,506,334       $570.95
par value
$.001 per share
==========================================================================================
</TABLE>

(1) This Registration Statement relates to 20,483,334 shares of the Registrant's
Common Stock,  par value $.001 per share,  to be issued pursuant to the terms of
certain  Consulting  Service  Agreements.  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 February 19, 2004.


<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
Agreements,  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  NanoSignal  Corporation,
Inc., 3960 Howard Hughes Blvd. Suite 560, Las Vegas NV 89109 (702) 990-3886.


PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The contents of the following documents filed by NanoSignal Corporation, Inc., a
Nevada corporation ( the "Company" 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.

<PAGE>

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

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 Services Agreement with Juan Ferreira

4.2            Consulting Services Agreement with K.C. Quintana

4.3            Consulting Services Agreement with Jesse Cantero

4.4            Consulting Services Agreement with Steven Cummins

4.5            Consulting Services Agreement with Kenn Palm

4.6            Consulting Services Agreement with Charles Lindsay

4.7            Consulting Services Agreement with Andrea Lindsay

4.8            Consulting Services Agreement with Mike RIni

4.9            Consulting Services Agreement with Jay McFadden

4.10           Consulting Services Agreement with Jim Stock

4.11           Consulting Services Agreement with Annalie Galacia

4.12           Consulting Services Agreement with Stacy McBee

4.13           Consulting Services Agreement with Dr. Lawrence Madoff

4.14           Consulting Services Agreement with Dr. Rupert Perrin

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).

* 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

<PAGE>

               (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 20th day of February, 2004.


                          NANOSIGNAL CORPORATION, INC.


                          By: /s/ Scott Ervin
                              -------------------------------------------
                              Scott Ervin, CEO


                          By: /s/ Annalie Galacia
                              -------------------------------------------
                              Annalie Galacia, Sec, CFO


<PAGE>

        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 20th day of February, 2004.


         SIGNATURE                           TITLE

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


------------------------------------         Director
    Dr.  Lawrence Madoff

    /s/ Scott A. Ervin
------------------------------------         Director
    Scott A. Ervin


<PAGE>

                              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 Services Agreement with Juan Ferreira

4.2            Consulting Services Agreement with K.C. Quintana

4.3            Consulting Services Agreement with Jesse Cantero

4.4            Consulting Services Agreement with Steven Cummins

4.5            Consulting Services Agreement with Kenn Palm

4.6            Consulting Services Agreement with Charles Lindsay

4.7            Consulting Services Agreement with Andrea Lindsay

4.8            Consulting Services Agreement with Mike RIni

4.9            Consulting Services Agreement with Jay McFadden

4.10           Consulting Services Agreement with Jim Stock

4.11           Consulting Services Agreement with Annalie Galacia

4.12           Consulting Services Agreement with Stacy McBee

4.13           Consulting Services Agreement with Dr. Lawrence Madoff

4.14           Consulting Services Agreement with Dr. Rupert Perrin

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).
[{"type": "S-8", "sequence": "1", "filename": "v01730_s8.txt", "secsgml_size_bytes": 19924}]
{"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": "333-113013", "film-number": "04621708"}, "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

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

                          NANOSIGNAL CORPORATION, INC.
           -----------------------------------------------------------
             (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.)

               3960 Howard Hughes Parkway #560 Las Vegas NV 89109
            --------------------------------------------- ----------
               (Address of Principal Executive Offices) (Zip Code)

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

                CONSULTING SERVICES AGREEMENT WITH JUAN FERREIRA
                 CONSULTING SERVICES AGREEMENT WITH K.C.QUINTANA
                 CONSULTING SERVICES AGREMENT WITH JESSE CANTERO
                CONSULTING SERVICES AGREEMENT WITH STEVE CUMMINS
                  CONSULTING SERVICES AGREEMENT WITH KENN PALM
                CONSULTING SERVICES AGREEMENT FOR CHARLES LINDSEY
                CONSULTING SERVICES AGREEMENT WITH ANDREA LINDSEY
                  CONSULTING SERVICES AGREEMENT WITH MIKE RINI
                 CONSULTING SERVICES AGREEMENT WITH JAY MCFADDEN
                  CONSULTING SERVICES AGREEMENT WITH JIM STOCK
               CONSULTING SERVICES AGREEMENT WITH ANNALIE GALACIA
                 CONSULTING SERVICES AGREEMENT WITH STACY MCBEE
             CONSULTING SERVICES AGREEMENT WITH DR. LAWRENCE MADOFF
              CONSUTLING SERVICES AGREEMENT WITH DR. RUPERT PERRIN
                              (Full Title of Plan)

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

                               Scott A. Ervin, CEO
                             Chief Executive Officer
                      3960 Howard Hughes Parkway Suite 560
                               Las Vegas NV 89109
                     (Name and Address of agent for service)
                                  702-990-3886

          -------------------------------------------------------------
          (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 SHARE       PRICE            FEE
==========================================================================================
Common Stock,          20,483,334 shares     $.22            $4,506,334       $570.95
par value
$.001 per share
==========================================================================================
(1) This Registration Statement relates to 20,483,334 shares of the Registrant's
Common Stock,  par value $.001 per share,  to be issued pursuant to the terms of
certain  Consulting  Service  Agreements.  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 February 19, 2004.
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
Agreements,  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  NanoSignal  Corporation,
Inc., 3960 Howard Hughes Blvd. Suite 560, Las Vegas NV 89109 (702) 990-3886.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The contents of the following documents filed by NanoSignal Corporation, Inc., a
Nevada corporation ( the "Company" 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 Services Agreement with Juan Ferreira

4.2            Consulting Services Agreement with K.C. Quintana

4.3            Consulting Services Agreement with Jesse Cantero

4.4            Consulting Services Agreement with Steven Cummins

4.5            Consulting Services Agreement with Kenn Palm

4.6            Consulting Services Agreement with Charles Lindsay

4.7            Consulting Services Agreement with Andrea Lindsay

4.8            Consulting Services Agreement with Mike RIni

4.9            Consulting Services Agreement with Jay McFadden

4.10           Consulting Services Agreement with Jim Stock

4.11           Consulting Services Agreement with Annalie Galacia

4.12           Consulting Services Agreement with Stacy McBee

4.13           Consulting Services Agreement with Dr. Lawrence Madoff

4.14           Consulting Services Agreement with Dr. Rupert Perrin

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).

* 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 20th day of February, 2004.

                          NANOSIGNAL CORPORATION, INC.

                          By: /s/ Scott Ervin
                              -------------------------------------------
                              Scott Ervin, CEO

                          By: /s/ Annalie Galacia
                              -------------------------------------------
                              Annalie Galacia, 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 20th day of February, 2004.

         SIGNATURE                           TITLE

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

------------------------------------         Director
    Dr.  Lawrence Madoff

    /s/ Scott A. Ervin
------------------------------------         Director
    Scott A. Ervin
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 Services Agreement with Juan Ferreira

4.2            Consulting Services Agreement with K.C. Quintana

4.3            Consulting Services Agreement with Jesse Cantero

4.4            Consulting Services Agreement with Steven Cummins

4.5            Consulting Services Agreement with Kenn Palm

4.6            Consulting Services Agreement with Charles Lindsay

4.7            Consulting Services Agreement with Andrea Lindsay

4.8            Consulting Services Agreement with Mike RIni

4.9            Consulting Services Agreement with Jay McFadden

4.10           Consulting Services Agreement with Jim Stock

4.11           Consulting Services Agreement with Annalie Galacia

4.12           Consulting Services Agreement with Stacy McBee

4.13           Consulting Services Agreement with Dr. Lawrence Madoff

4.14           Consulting Services Agreement with Dr. Rupert Perrin

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).