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

                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under The Securities Act of 1933

                             MICROSIGNAL CORPORATION
                             -----------------------

     Nevada                                   88-0231200
     ------                                   ----------
(State or other jurisdiction of               (IRS Employer
 incorporation or organization)               Identification Number)

                   345 Southpointe Blvd., Canonsburg PA 15317
                   ------------------------------------------
               (Address of principal executive offices)(Zip Code)

     Independent Contractor/Consulting Agreement with Antal Markus
         Independent Contractor/Consulting Agreement with Gopals Sahota
         Independent Contractor/Consulting Agreement with Igor Litovsky
         Independent Contractor/Consulting Agreement with Arkadi Aminov
                 Employment Agreement with Matthew G. McConaghy
                              (Full Title of Plan)

                         Matthew G. McConaghy, President
                             MicroSignal Corporation
                              345 Southpointe Blvd.
                               Canonsburg PA 15317
                                 (724) 746-9476
           (Name, address and telephone number of agent for service.)
                                 with copies to:
                                Claudia J. Zaman
                                 Attorney At Law
         20700 Ventura Blvd. Suite 227 Woodland Hills, California 91364
<TABLE>
<CAPTION>
                       CALCULATION OF REGISTRATION FEE

                                                                   Proposed
                                             Proposed              Maximum
                                             Maximum            Aggregate Amount
Title of Securities     Amount of Shares     Offering           Offering  Regis.
to be Registered        to be Registered     Price per Share        Price           Fee
----------------     -------------------     ---------------    ---------------   -----------
<S>                          <C>                <C>                  <C>             <C>
$.001 par value
Common Stock                 2,412,500          $.36               $868500           $79.91

TOTALS                       2,412,500          $.36               $868500           $79.91
</TABLE>
(1)  This  calculation  is  made  solely  for  the  purposes  of determining the
registration  fee pursuant to the provisions of Rule 457(h) under the Securities
Act  and  is  calculated  on  the basis of the last sales price per share of the
Registrant's common stock on November 19, 2002 as reported by the OTC Electronic
Bulletin  Board.


<PAGE>

PROSPECTUS

                             MICROSIGNAL CORPORATION
                              345 Southpointe Blvd.
                               Canonsburg PA 15317
                                 (724) 746-9476

                       (2,412,500 Shares of Common Stock)

     This Prospectus relates to the offer and sale by MicroSignal Corporation, a
Nevada corporation (the "Company" or "MSC") of shares of its $.001 par value per
share  common  stock  (the  "Common  Stock")  to  certain  consultants  (the
"Consultants")  pursuant  to  consulting  agreements  entered  into  between the
Company  and the Consultants for payment of services rendered and to be rendered
and  compensation  due  to  its CEO for services to the Company.  The Company is
registering  hereunder  and  then  issuing  to  the  Consultants and the officer
2,412,500  shares  of Common Stock in consideration for services to be performed
and  for  services  already  performed  under  the  respective  agreements.

     The  Common  Stock  is  not  subject to any restriction on transferability.
Recipients  of  shares  other  than  persons who are "affiliates" of the Company
within  the  meaning  of  the Securities Act of 1933 (the "Act") may sell all or
part  of  the  shares  in  any  way  permitted  by  law,  including sales in the
over-the-counter  market at prices prevailing at the time of such sale.  Some of
the Shares being registered hereunder are being registered for affiliates of the
Company.  An  affiliate  is  any  director,  executive  officer  or  controlling
shareholder  of  the  Company or any of its subsidiaries.  An "affiliate" of the
Company  is  subject to Section 16(b) of the Securities Exchange Act of 1934, as
amended  (the  "Exchange  Act").  If  a Consultant who is not now an "affiliate"
becomes an "affiliate" of the Company in the future, he would then be subject to
Section  16(b) of the Exchange Act.  (See "General Information - Restrictions on
Resales").

THESE  SECURITIES  HAVE  NOT  BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF  THIS  PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The  date  of  this  Prospectus  is  November  20,  2002



<PAGE>

     This  Prospectus  is  part  of a Registration Statement which was filed and
became  effective  under the Securities Act of 1933, as amended (the "Securities
Act"), and does not contain all of the information set forth in the Registration
Statement, certain portions of which have been omitted pursuant to the rules and
regulations  promulgated  by  the  U.S.  Securities and Exchange Commission (the
"Commission") under the Securities Act.  The statements in this Prospectus as to
the  contents  of any contracts or other documents filed as an exhibit to either
the  Registration  Statement or other filings by the Company with the Commission
are  qualified  in  their  entirety  by  the  reference  thereto.

     A  copy  of  any document or part thereof incorporated by reference in this
Prospectus  but  not  delivered  herewith  will be furnished without charge upon
written  or  oral  request.  Requests  should  be  addressed  to:  MicroSignal
Corporation,  345  Southpointe  Blvd.  Canonsburg  PA  15317.

     The  Company  is  subject to the reporting requirements of the Exchange Act
and  in  accordance  therewith  files  reports  and  other  information with the
Commission.  These  reports,  as  well  as  the  proxy  statements,  information
statements and other information filed by the Company under the Exchange Act may
be  inspected  and  copied  at  the  public reference facility maintained by the
Commission  at  450  Fifth  Street, N.W., Washington, D.C. 20549.  Copies may be
obtained  at  the  prescribed rates.  The Company's stock has been traded on the
over-the-counter  market  since  the  second  quarter  of  2001 and is currently
reported  by  the  National  Quotation  Bureau  Electronic  Bulletin  Board.

     No  person  has  been  authorized  to  give  any information or to make any
representation,  other  than those contained in this Prospectus and, if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company.  This prospectus does not constitute an offer or
a  solicitation by anyone to any person in any state, territory or possession of
the  United  States in which such offer or solicitation is not authorized by the
laws  thereof,  or  to  any  person to whom it is unlawful to make such offer or
solicitation.

     Neither  the  delivery of this Prospectus or any sale made hereunder shall,
under  any circumstances, create an implication that there has not been a change
in  the  affairs  of  the  Company  since  the  date  hereof.


<PAGE>

                                TABLE OF CONTENTS

Information Required in the Section 10(a) Prospectus                  5
Item 1. Plan Information                                              5
        General Information                                           5
        The Company                                                   5
        Purposes                                                      5
        Common Stock                                                  5
        The Consultants                                               5
        No Restrictions on Transfer                                   5
        Tax Treatment to the Consultants                              5
        Tax Treatment to the Company                                  6
        Restrictions on Resale                                        6
Documents Incorporated by Reference and Additional Information        6

Item 2.  Registrant Information and Employee Plan Annual Information  6
                   Legal Opinion and Experts                          6
                   Indemnification of Officers and Directors          7

Information Required in the Registration Statement                    7

Item 3.     Incorporation of Documents by Reference                   7

Item 4.     Description of Securities                                 7

Item 5.     Interests of Named Experts and Counsel                    7

Item 6.     Indemnification of Directors and Officers                 8

Item 7.     Exemption from Registration Claimed                       8

Item 8.     Exhibits                                                  8

Item 9.     Undertakings                                              9

Signatures                                                           10

Exhibit Index                                                        11


<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.     Plan Information

GENERAL INFORMATION

The Company

     The  Company  has  its principal executive offices at 345 Southpointe Blvd.
Canonsburg  PA  15317  where  its  telephone  number  is  (724)  746-9476.

Purposes

     The Common Stock to be issued by the Company to certain Consultants will be
issued  pursuant  to business consulting and agreements entered into between the
Consultants and the Company, which agreements have been approved by the Board of
Directors  of  the  Company  (the  "Board  of  Directors").  The  agreements are
intended  to  provide  a  method  whereby  the  Company may be stimulated by the
personal  involvement  of  the  Consultants  in the Company's future prosperity,
thereby  advancing  the interests  of the Company and all of its shareholders as
well  as  paying  compensation to past employees of the Company in lieu of their
accrued  salaries.  Copies of the agreements have been filed as exhibits to this
Registration  Statement.

Common  Stock

     The  Board  of  Directors  has  authorized  the issuance of up to 2,412,500
shares  of  Common  Stock  to the Consultants and officers upon effectiveness of
this  Registration  Statement.

The  Consultants

     The  Consultants  have  agreed to provide their expertise and advice to the
Company  for  the  purposes  set forth in their agreements with the Company.  In
addition,  the  Company  is  also registering stock as satisfaction for salaries
owed  to  past  officers  of  the  Company.

No  Restrictions  on  Transfer

     The  Consultants will become the record and beneficial owners of the shares
of Common Stock upon issuance and delivery and are entitled to all of the rights
of  ownership,  including  the  right  to vote any shares awarded and to receive
ordinary  cash  dividends  on  the  Common  Stock.

Tax  Treatment  to  the  Consultants

     The  Common  Stock  is  not  qualified under Section 401(a) of the Internal
Revenue  Code.  The  Consultants, therefore, will be required for federal income
tax  purposes  to recognize ordinary income during the taxable year in which the
first  of the following events occur: (a) the shares become freely transferable,
or  (b)  the  shares  cease  to  be subject to a substantial risk of forfeiture.
Accordingly,  absent  a  specific  contractual  provision  to  the contrary, the
Consultants  will  receive  compensation  taxable at ordinary rates equal to the
fair  market  value  of the shares on the date of receipt since there will be no
substantial  risk  of  forfeiture  or  other  restrictions  on  transfer.  The
Consultants  are  urged  to  consult  their  own  tax  advisors  on this matter.
Further,  if  any recipient is an "affiliate", Section 16(b) of the Exchange Act
is  applicable  and  will  affect  the  issue  of  taxation.  Since  many of the
Consultants  are  Canadian  citizens,  they  are  urged to consult their own tax
advisors  as  to  how  the  consideration they are receiving will be treated for
Canadian  tax  reporting  purposes.

                                        5
<PAGE>

Tax  Treatment  to  the  Company

     The  amount  of  income recognized by any recipient hereunder in accordance
with  the  foregoing discussion will be an expense deductible by the Company for
federal  income tax purposes in the taxable year of the Company during which the
recipient  recognizes  income.

Restrictions  on  Resale

     In  the  event  that  an affiliate of the Company acquires shares of Common
Stock  hereunder, the affiliate will be subject to Section 16(b) of the Exchange
Act.  Further,  in  the event that any affiliate acquiring shares hereunder sold
or sells any shares of Common Stock in the six months preceding or following the
receipt  of  shares hereunder, any so called "profit," as computed under Section
16(b)  of the Exchange Act, would be required to be disgorged from the recipient
to  the  Company.  Services rendered have been recognized as valid consideration
for  the  "purchase" of shares in connection with the "profit" computation under
Section  16(b) of the Exchange Act.  The Company has agreed that for the purpose
of any "profit" computation under 16(b), the price paid for the Company's common
stock issued hereunder to affiliates is equal to the value of services rendered.
Shares  of  the  Company's Common Stock acquired hereunder by persons other than
affiliates  are  not  subject  to  Section  16(b)  of  the  Exchange  Act.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                       AND
                             ADDITIONAL INFORMATION

     The  Company  hereby  incorporates by reference (1) its Form 10-KSB for the
year  ended  September 30, 2001, filed pursuant to the Exchange Act; (2) any and
all  Quarterly Reports and Current Reports on Form 10-Q (or 10-QSB or 8-K) filed
under  the  Securities  Exchange  Act  subsequent to the filing of the Company's
Annual  Report  on Form 10-K (or 10-KSB) for the fiscal year ended September 30,
2001,  as  well as all other reports filed under Section 13 of the Exchange Act,
and  (iii) its annual report, if any, to shareholders delivered pursuant to Rule
14a-3  of  the  Exchange  Act.  In  addition, all further documents filed by the
Company  pursuant  to  Section  13,  14,  or  15(d) of the Exchange Act prior to
termination  of  this  Offering  are deemed to be incorporated by reference into
this  Prospectus  and  to  be  a  part  hereof from the date of the filing.  All
documents  which when together constitute this Prospectus, will be sent or given
to  participants  by  the  Registrant  as  specified  by  Rule  428(b)(1) of the
Securities  Act.

Item  2.     Registrant  Information  and  Employee  Plan  Annual  Information

     A  copy  of  any document or part thereof incorporated by reference in this
Registration  Statement  but  not delivered with this Prospectus or any document
required  to  be delivered pursuant to Rule 428(b) under the Securities Act will
be  furnished  without  charge upon written or oral request.  Requests should be
addressed  to:  MicroSignal  Corporation,  345 Southpointe Blvd., Canonsburg, PA
15317,  (724)  746-9476.

                                        6
<PAGE>

Legal  Opinion  and  Experts

     Claudia  J. Zaman has rendered an opinion on the validity of the securities
being  registered.  Ms. Zaman is not an "affiliate" of the Company and currently
owns  no  shares  of  the  Company's  Common  Stock.

     The  financial  statements  of  MicroSignal  Corporation  incorporated  by
reference  in  this Prospectus for the fiscal year ended September 30, 2001 have
been  audited  by  Armando  C. Ibarra, Certified Public Accountants, independent
certified  public  accountants, as set forth in their report incorporated herein
by  reference,  and  are  incorporated herein in reliance upon such report given
upon  the  authority  of  said  firm  as  experts  in  auditing  and accounting.

Indemnification  of  Officers  and  Directors

     Insofar as indemnification for liabilities arising under the Securities Act
of  1933  may  be  permitted  to directors, officers, or persons controlling the
Company,  the  Company  has been informed that in the opinion of the 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 payment by registrant of expenses incurred
or  paid  by  a  director,  officer  or  controlling person of registrant in the
successful  defense  of  any  action,  suit  or  proceeding) is asserted by such
director,  officer or controlling person on connection with the securities being
registered,  registrant  will,  unless in the opinion of its counsel that matter
has  been  settled  by  controlling  precedent,  submit  to a court of competent
jurisdiction  the  question  of  whether  such indemnification is against public
policy as expressed in the Act and will be governed by the final adjudication of
such  issue.

                                     PART II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference

     Registrant  hereby  states  that (i) all documents set forth in (a) through
(c),  below,  are  incorporated by reference in this registration statement, and
(ii)  all  documents subsequently filed by registrant pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the  filing  of  a  post-effective amendment which indicates that all securities
offered  have  been  sold  or  which  de-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 of such documents.

     (a)  Registrant's  latest  Annual Report, whether filed pursuant to Section
13(a)or  15(d)  of  the  Exchange  Act;

     (b)  All  other  reports  filed  pursuant  to Section 13(a) or 15(d) of the
Exchange  Act  since  the  end  of  the fiscal year covered by the annual report
referred  to  in  (a)  above;  and

     (c)  The  latest  prospectus  filed  pursuant  to  Rule  424(b)  under  the
Securities  Act.

Item  4.     Description  of  Securities

     No  description  of  the  class  of  securities (i.e., the $.0001 par value
common stock) is required under this item because the Common Stock is registered
under  Section  12  of  the  Exchange  Act.

                                        7
<PAGE>

Item  5.     Interests  of  Named  Experts  and  Counsel

     Ms.  Zaman  owns  no  shares  of  the  Company's  common  stock.

Item  6.     Indemnification  of  Directors  and  Officers

     The  Company shall indemnify to the fullest extent permitted by, and in the
manner  permissible  under  the laws of the State of Nevada, any person made, or
threatened  to  be  made,  a party to an action or proceeding, whether criminal,
civil,  administrative or investigative, by reason of the fact that he is or was
a  director  or  officer  of  the  Company,  or  served  any other enterprise as
director,  officer  or  employee  at  the  request of the Company.  The Board of
Directors,  in  its discretion, shall have the power on behalf of the Company to
indemnify  any  person,  other  than  a director or officer, made a party to any
action,  suit  or  proceeding  by  reason  of  the fact that he/she is or was an
employee  of  the  Company.

     Pursuant  to  the  Company's  bylaws,  the  Company shall have the right to
indemnify , to purchase indemnity insurance for, and to pay and advance expenses
to,  Directors, Officers and other persons who are eligible for, or entitled to,
such  indemnification,  payments  or advances, in accordance with and subject to
the  provisions  of  Nevada  Corporation  Law and any amendments thereto, to the
extent  such indemnification, payments or advances are either expressly required
by  such provisions or are expressly authorized by the Board of Directors within
the  scope  of  such  provisions.  The  right  of  the Company to indemnify such
persons  shall  include,  but not be limited to, the authority of the Company to
enter  into  written  agreements  for  indemnification  with  such  persons.

     Subject  to  the  provisions  of Nevada Revised Statutes and any amendments
thereto, a Director of the Corporation shall not be liable to the Corporation or
its  shareholders  for monetary damages for an act or omission in the Director's
capacity  as  a Director, except that this provision does not eliminate or limit
the  liability  of  a  Director  to the extent the Director is found liable for:

1)  a  breach  of  the  Director's  duty  of  loyalty  to the Corporation or its
shareholders;

2)  an  act  or  omission not in good faith that constitutes a breach of duty of
the  Director to the Corporation or an act or omission that involves intentional
misconduct  or  a  knowing  violation  of  the  law;

3)  A  transaction from which the Director received an improper benefit, whether
or  not  the  benefit  resulted  from  an  action  taken within the scope of the
Director's  office;  or

4)  an  act  or  omission  for  which  the  liability of a Director is expressly
provided  by  an  applicable  statute.

Item  7.     Exemption  from  Registration  Claimed

     Not  Applicable.


                                        8
<PAGE>

Item  8.     Exhibits

     (a) The following exhibits are filed as part of this registration statement
pursuant  to Item 601 of Regulation S-B and are specifically incorporated herein
by  this  reference:

<TABLE>
<CAPTION>
<S>                    <C>
Exhibit  No.          Title
5          Opinion  of  Claudia  J.  Zaman  regarding  the  legality
           of the  securities  registered.
10.10      Independent  Contractor/Consulting  Agreement  with  Antal  Markus
10.11      Independent  Contractor/Consulting  Agreement  with  Gopals Sahota
10.12      Independent Contractor/Consulting Agreement with Igor Litovsky
10.13      Independent Contractor/Consulting Agreement with Arkadi Aminov
10.14      Employment Agreement with Matthew McConaghy
23.1       Consent of Claudia J. Zaman, counsel to the registrant, to the use of her
           opinion with respect to the legality of the securities being registered
           hereby and to the references to her in the Prospects filed as part hereof.
23.2       Consent of Armando C. Ibarra Certified Public Accountants, independent
           auditors of the registrant

</TABLE>
Item  9.     Undertakings

     Insofar as indemnification for liabilities arising under the Securities Act
of  1933  may be permitted to directors, officers and controlling persons of the
registrant  pursuant  to  the foregoing provisions otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange Commission, such
indemnification  is  against  public  policy  as  expressed  in  the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such  liabilities (other than the payment by the registrant of expenses incurred
or  paid  by  a director, officer or controlling person of the registrant in the
successful  defense  of  any  action,  suit  or  proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has  been  settled  by  controlling  precedent, submit to a court of appropriate
jurisdiction  the  question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such  issue.

     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:

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

     (ii)  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;

     (iii)  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,  paragraphs  (i) and (ii) shall not apply if the information
required  to  be  included in a post-effective amendment by those paragraphs are
incorporated  by  reference  from periodic reports filed by the registrant small
business  issuer  under  the  Exchange  Act.

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

                                        9
<PAGE>

(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)  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 14e-3 under the
Securities  Exchange  Act  of  1934;  and  where  interim  financial information
required  to be presented by Article 3 of Regulation S-X 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.

     Registrant  hereby  undertakes  that,  for  purposes  of  determining  any
liability  under  the  Securities  Act  of 1933, each filing of the Registrant's
annual  report  pursuant to Section 13(a) of the Securities Exchange Act of 1934
(and,  where applicable, each filing of an employee benefit's plan annual report
pursuant  to  Section  15(d)  of  the  Securities  Exchange Act of 1934) that is
incorporated  by reference in the registration statement shall be deemed to be a
new  registration  statement relating to the securities offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.

                                   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 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  Canonsburg, State of Pennsylvania on November 19,
2002.

                              MICROSIGNAL  CORPORATION

                              By:/s/  Matthew  G.  McConaghy
                                 Matthew  G.  McConaghy,  President,  CFO

In  accordance  with  the  requirements  of  the  Securities  Act  of 1933, this
registration statement was signed by the following persons in the capacities and
on  the  dates  stated:

November  20,  2002                    /s/  Matthew  G.  McConaghy
                                       Matthew  G.  McConaghy,  Director



November  20,  2002                    /s/  Dr.  Nathan  Blumberg
                                       Dr.  Nathan  Blumberg,  Director



                                       10
<PAGE>
                         FORM S-8 REGISTRATION STATEMENT

                                  EXHIBIT INDEX

     The following exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-B and are specifically incorporated herein
by this reference:

Exhibit
Number in
Registration                                                     Numbered
Statement          Description                                     Page
---------          -----------                                     ----

5.               Opinion of Counsel

10.10            Independent Contractor/Consulting Agreement
                 with Antal Markus

10.11            Independent Contractor/Consulting Agreement
                 with Gopals Sahota

10.12            Independent Contractor/Consulting Agreement
                 with Igor Litovsky

10.13            Independent Contractor/Consulting Agreement
                 with Arkadi Aminov

10.14            Employment Agreement with Matthew McConaghy

23.1             Consent of Claudia J. Zaman to Use of Opinion

23.2             Consent of Armando C. Ibarra Certified Public Accountants




                                       11
<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under The Securities Act of 1933

                             MICROSIGNAL CORPORATION
                             -----------------------

     Nevada                                   88-0231200
     ------                                   ----------
(State or other jurisdiction of               (IRS Employer
 incorporation or organization)               Identification Number)

                   345 Southpointe Blvd., Canonsburg PA 15317
                   ------------------------------------------
               (Address of principal executive offices)(Zip Code)

     Independent Contractor/Consulting Agreement with Antal Markus
         Independent Contractor/Consulting Agreement with Gopals Sahota
         Independent Contractor/Consulting Agreement with Igor Litovsky
         Independent Contractor/Consulting Agreement with Arkadi Aminov
                 Employment Agreement with Matthew G. McConaghy
                              (Full Title of Plan)

                         Matthew G. McConaghy, President
                             MicroSignal Corporation
                              345 Southpointe Blvd.
                               Canonsburg PA 15317
                                 (724) 746-9476
           (Name, address and telephone number of agent for service.)
                                 with copies to:
                                Claudia J. Zaman
                                 Attorney At Law
         20700 Ventura Blvd. Suite 227 Woodland Hills, California 91364
CALCULATION OF REGISTRATION FEE

                                                                   Proposed
                                             Proposed              Maximum
                                             Maximum            Aggregate Amount
Title of Securities     Amount of Shares     Offering           Offering  Regis.
to be Registered        to be Registered     Price per Share        Price           Fee
----------------     -------------------     ---------------    ---------------   -----------
$.001 par value
Common Stock                 2,412,500          $.36               $868500           $79.91

TOTALS                       2,412,500          $.36               $868500           $79.91
(1)  This  calculation  is  made  solely  for  the  purposes  of determining the
registration  fee pursuant to the provisions of Rule 457(h) under the Securities
Act  and  is  calculated  on  the basis of the last sales price per share of the
Registrant's common stock on November 19, 2002 as reported by the OTC Electronic
Bulletin  Board.
PROSPECTUS

                             MICROSIGNAL CORPORATION
                              345 Southpointe Blvd.
                               Canonsburg PA 15317
                                 (724) 746-9476

                       (2,412,500 Shares of Common Stock)

     This Prospectus relates to the offer and sale by MicroSignal Corporation, a
Nevada corporation (the "Company" or "MSC") of shares of its $.001 par value per
share  common  stock  (the  "Common  Stock")  to  certain  consultants  (the
"Consultants")  pursuant  to  consulting  agreements  entered  into  between the
Company  and the Consultants for payment of services rendered and to be rendered
and  compensation  due  to  its CEO for services to the Company.  The Company is
registering  hereunder  and  then  issuing  to  the  Consultants and the officer
2,412,500  shares  of Common Stock in consideration for services to be performed
and  for  services  already  performed  under  the  respective  agreements.

     The  Common  Stock  is  not  subject to any restriction on transferability.
Recipients  of  shares  other  than  persons who are "affiliates" of the Company
within  the  meaning  of  the Securities Act of 1933 (the "Act") may sell all or
part  of  the  shares  in  any  way  permitted  by  law,  including sales in the
over-the-counter  market at prices prevailing at the time of such sale.  Some of
the Shares being registered hereunder are being registered for affiliates of the
Company.  An  affiliate  is  any  director,  executive  officer  or  controlling
shareholder  of  the  Company or any of its subsidiaries.  An "affiliate" of the
Company  is  subject to Section 16(b) of the Securities Exchange Act of 1934, as
amended  (the  "Exchange  Act").  If  a Consultant who is not now an "affiliate"
becomes an "affiliate" of the Company in the future, he would then be subject to
Section  16(b) of the Exchange Act.  (See "General Information - Restrictions on
Resales").

THESE  SECURITIES  HAVE  NOT  BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF  THIS  PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The  date  of  this  Prospectus  is  November  20,  2002
This  Prospectus  is  part  of a Registration Statement which was filed and
became  effective  under the Securities Act of 1933, as amended (the "Securities
Act"), and does not contain all of the information set forth in the Registration
Statement, certain portions of which have been omitted pursuant to the rules and
regulations  promulgated  by  the  U.S.  Securities and Exchange Commission (the
"Commission") under the Securities Act.  The statements in this Prospectus as to
the  contents  of any contracts or other documents filed as an exhibit to either
the  Registration  Statement or other filings by the Company with the Commission
are  qualified  in  their  entirety  by  the  reference  thereto.

     A  copy  of  any document or part thereof incorporated by reference in this
Prospectus  but  not  delivered  herewith  will be furnished without charge upon
written  or  oral  request.  Requests  should  be  addressed  to:  MicroSignal
Corporation,  345  Southpointe  Blvd.  Canonsburg  PA  15317.

     The  Company  is  subject to the reporting requirements of the Exchange Act
and  in  accordance  therewith  files  reports  and  other  information with the
Commission.  These  reports,  as  well  as  the  proxy  statements,  information
statements and other information filed by the Company under the Exchange Act may
be  inspected  and  copied  at  the  public reference facility maintained by the
Commission  at  450  Fifth  Street, N.W., Washington, D.C. 20549.  Copies may be
obtained  at  the  prescribed rates.  The Company's stock has been traded on the
over-the-counter  market  since  the  second  quarter  of  2001 and is currently
reported  by  the  National  Quotation  Bureau  Electronic  Bulletin  Board.

     No  person  has  been  authorized  to  give  any information or to make any
representation,  other  than those contained in this Prospectus and, if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company.  This prospectus does not constitute an offer or
a  solicitation by anyone to any person in any state, territory or possession of
the  United  States in which such offer or solicitation is not authorized by the
laws  thereof,  or  to  any  person to whom it is unlawful to make such offer or
solicitation.

     Neither  the  delivery of this Prospectus or any sale made hereunder shall,
under  any circumstances, create an implication that there has not been a change
in  the  affairs  of  the  Company  since  the  date  hereof.
TABLE OF CONTENTS

Information Required in the Section 10(a) Prospectus                  5
Item 1. Plan Information                                              5
        General Information                                           5
        The Company                                                   5
        Purposes                                                      5
        Common Stock                                                  5
        The Consultants                                               5
        No Restrictions on Transfer                                   5
        Tax Treatment to the Consultants                              5
        Tax Treatment to the Company                                  6
        Restrictions on Resale                                        6
Documents Incorporated by Reference and Additional Information        6

Item 2.  Registrant Information and Employee Plan Annual Information  6
                   Legal Opinion and Experts                          6
                   Indemnification of Officers and Directors          7

Information Required in the Registration Statement                    7

Item 3.     Incorporation of Documents by Reference                   7

Item 4.     Description of Securities                                 7

Item 5.     Interests of Named Experts and Counsel                    7

Item 6.     Indemnification of Directors and Officers                 8

Item 7.     Exemption from Registration Claimed                       8

Item 8.     Exhibits                                                  8

Item 9.     Undertakings                                              9

Signatures                                                           10

Exhibit Index                                                        11
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.     Plan Information

GENERAL INFORMATION

The Company

     The  Company  has  its principal executive offices at 345 Southpointe Blvd.
Canonsburg  PA  15317  where  its  telephone  number  is  (724)  746-9476.

Purposes

     The Common Stock to be issued by the Company to certain Consultants will be
issued  pursuant  to business consulting and agreements entered into between the
Consultants and the Company, which agreements have been approved by the Board of
Directors  of  the  Company  (the  "Board  of  Directors").  The  agreements are
intended  to  provide  a  method  whereby  the  Company may be stimulated by the
personal  involvement  of  the  Consultants  in the Company's future prosperity,
thereby  advancing  the interests  of the Company and all of its shareholders as
well  as  paying  compensation to past employees of the Company in lieu of their
accrued  salaries.  Copies of the agreements have been filed as exhibits to this
Registration  Statement.

Common  Stock

     The  Board  of  Directors  has  authorized  the issuance of up to 2,412,500
shares  of  Common  Stock  to the Consultants and officers upon effectiveness of
this  Registration  Statement.

The  Consultants

     The  Consultants  have  agreed to provide their expertise and advice to the
Company  for  the  purposes  set forth in their agreements with the Company.  In
addition,  the  Company  is  also registering stock as satisfaction for salaries
owed  to  past  officers  of  the  Company.

No  Restrictions  on  Transfer

     The  Consultants will become the record and beneficial owners of the shares
of Common Stock upon issuance and delivery and are entitled to all of the rights
of  ownership,  including  the  right  to vote any shares awarded and to receive
ordinary  cash  dividends  on  the  Common  Stock.

Tax  Treatment  to  the  Consultants

     The  Common  Stock  is  not  qualified under Section 401(a) of the Internal
Revenue  Code.  The  Consultants, therefore, will be required for federal income
tax  purposes  to recognize ordinary income during the taxable year in which the
first  of the following events occur: (a) the shares become freely transferable,
or  (b)  the  shares  cease  to  be subject to a substantial risk of forfeiture.
Accordingly,  absent  a  specific  contractual  provision  to  the contrary, the
Consultants  will  receive  compensation  taxable at ordinary rates equal to the
fair  market  value  of the shares on the date of receipt since there will be no
substantial  risk  of  forfeiture  or  other  restrictions  on  transfer.  The
Consultants  are  urged  to  consult  their  own  tax  advisors  on this matter.
Further,  if  any recipient is an "affiliate", Section 16(b) of the Exchange Act
is  applicable  and  will  affect  the  issue  of  taxation.  Since  many of the
Consultants  are  Canadian  citizens,  they  are  urged to consult their own tax
advisors  as  to  how  the  consideration they are receiving will be treated for
Canadian  tax  reporting  purposes.

                                        5
Tax  Treatment  to  the  Company

     The  amount  of  income recognized by any recipient hereunder in accordance
with  the  foregoing discussion will be an expense deductible by the Company for
federal  income tax purposes in the taxable year of the Company during which the
recipient  recognizes  income.

Restrictions  on  Resale

     In  the  event  that  an affiliate of the Company acquires shares of Common
Stock  hereunder, the affiliate will be subject to Section 16(b) of the Exchange
Act.  Further,  in  the event that any affiliate acquiring shares hereunder sold
or sells any shares of Common Stock in the six months preceding or following the
receipt  of  shares hereunder, any so called "profit," as computed under Section
16(b)  of the Exchange Act, would be required to be disgorged from the recipient
to  the  Company.  Services rendered have been recognized as valid consideration
for  the  "purchase" of shares in connection with the "profit" computation under
Section  16(b) of the Exchange Act.  The Company has agreed that for the purpose
of any "profit" computation under 16(b), the price paid for the Company's common
stock issued hereunder to affiliates is equal to the value of services rendered.
Shares  of  the  Company's Common Stock acquired hereunder by persons other than
affiliates  are  not  subject  to  Section  16(b)  of  the  Exchange  Act.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                       AND
                             ADDITIONAL INFORMATION

     The  Company  hereby  incorporates by reference (1) its Form 10-KSB for the
year  ended  September 30, 2001, filed pursuant to the Exchange Act; (2) any and
all  Quarterly Reports and Current Reports on Form 10-Q (or 10-QSB or 8-K) filed
under  the  Securities  Exchange  Act  subsequent to the filing of the Company's
Annual  Report  on Form 10-K (or 10-KSB) for the fiscal year ended September 30,
2001,  as  well as all other reports filed under Section 13 of the Exchange Act,
and  (iii) its annual report, if any, to shareholders delivered pursuant to Rule
14a-3  of  the  Exchange  Act.  In  addition, all further documents filed by the
Company  pursuant  to  Section  13,  14,  or  15(d) of the Exchange Act prior to
termination  of  this  Offering  are deemed to be incorporated by reference into
this  Prospectus  and  to  be  a  part  hereof from the date of the filing.  All
documents  which when together constitute this Prospectus, will be sent or given
to  participants  by  the  Registrant  as  specified  by  Rule  428(b)(1) of the
Securities  Act.

Item  2.     Registrant  Information  and  Employee  Plan  Annual  Information

     A  copy  of  any document or part thereof incorporated by reference in this
Registration  Statement  but  not delivered with this Prospectus or any document
required  to  be delivered pursuant to Rule 428(b) under the Securities Act will
be  furnished  without  charge upon written or oral request.  Requests should be
addressed  to:  MicroSignal  Corporation,  345 Southpointe Blvd., Canonsburg, PA
15317,  (724)  746-9476.

                                        6
Legal  Opinion  and  Experts

     Claudia  J. Zaman has rendered an opinion on the validity of the securities
being  registered.  Ms. Zaman is not an "affiliate" of the Company and currently
owns  no  shares  of  the  Company's  Common  Stock.

     The  financial  statements  of  MicroSignal  Corporation  incorporated  by
reference  in  this Prospectus for the fiscal year ended September 30, 2001 have
been  audited  by  Armando  C. Ibarra, Certified Public Accountants, independent
certified  public  accountants, as set forth in their report incorporated herein
by  reference,  and  are  incorporated herein in reliance upon such report given
upon  the  authority  of  said  firm  as  experts  in  auditing  and accounting.

Indemnification  of  Officers  and  Directors

     Insofar as indemnification for liabilities arising under the Securities Act
of  1933  may  be  permitted  to directors, officers, or persons controlling the
Company,  the  Company  has been informed that in the opinion of the 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 payment by registrant of expenses incurred
or  paid  by  a  director,  officer  or  controlling person of registrant in the
successful  defense  of  any  action,  suit  or  proceeding) is asserted by such
director,  officer or controlling person on connection with the securities being
registered,  registrant  will,  unless in the opinion of its counsel that matter
has  been  settled  by  controlling  precedent,  submit  to a court of competent
jurisdiction  the  question  of  whether  such indemnification is against public
policy as expressed in the Act and will be governed by the final adjudication of
such  issue.

                                     PART II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference

     Registrant  hereby  states  that (i) all documents set forth in (a) through
(c),  below,  are  incorporated by reference in this registration statement, and
(ii)  all  documents subsequently filed by registrant pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the  filing  of  a  post-effective amendment which indicates that all securities
offered  have  been  sold  or  which  de-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 of such documents.

     (a)  Registrant's  latest  Annual Report, whether filed pursuant to Section
13(a)or  15(d)  of  the  Exchange  Act;

     (b)  All  other  reports  filed  pursuant  to Section 13(a) or 15(d) of the
Exchange  Act  since  the  end  of  the fiscal year covered by the annual report
referred  to  in  (a)  above;  and

     (c)  The  latest  prospectus  filed  pursuant  to  Rule  424(b)  under  the
Securities  Act.

Item  4.     Description  of  Securities

     No  description  of  the  class  of  securities (i.e., the $.0001 par value
common stock) is required under this item because the Common Stock is registered
under  Section  12  of  the  Exchange  Act.

                                        7
Item  5.     Interests  of  Named  Experts  and  Counsel

     Ms.  Zaman  owns  no  shares  of  the  Company's  common  stock.

Item  6.     Indemnification  of  Directors  and  Officers

     The  Company shall indemnify to the fullest extent permitted by, and in the
manner  permissible  under  the laws of the State of Nevada, any person made, or
threatened  to  be  made,  a party to an action or proceeding, whether criminal,
civil,  administrative or investigative, by reason of the fact that he is or was
a  director  or  officer  of  the  Company,  or  served  any other enterprise as
director,  officer  or  employee  at  the  request of the Company.  The Board of
Directors,  in  its discretion, shall have the power on behalf of the Company to
indemnify  any  person,  other  than  a director or officer, made a party to any
action,  suit  or  proceeding  by  reason  of  the fact that he/she is or was an
employee  of  the  Company.

     Pursuant  to  the  Company's  bylaws,  the  Company shall have the right to
indemnify , to purchase indemnity insurance for, and to pay and advance expenses
to,  Directors, Officers and other persons who are eligible for, or entitled to,
such  indemnification,  payments  or advances, in accordance with and subject to
the  provisions  of  Nevada  Corporation  Law and any amendments thereto, to the
extent  such indemnification, payments or advances are either expressly required
by  such provisions or are expressly authorized by the Board of Directors within
the  scope  of  such  provisions.  The  right  of  the Company to indemnify such
persons  shall  include,  but not be limited to, the authority of the Company to
enter  into  written  agreements  for  indemnification  with  such  persons.

     Subject  to  the  provisions  of Nevada Revised Statutes and any amendments
thereto, a Director of the Corporation shall not be liable to the Corporation or
its  shareholders  for monetary damages for an act or omission in the Director's
capacity  as  a Director, except that this provision does not eliminate or limit
the  liability  of  a  Director  to the extent the Director is found liable for:

1)  a  breach  of  the  Director's  duty  of  loyalty  to the Corporation or its
shareholders;

2)  an  act  or  omission not in good faith that constitutes a breach of duty of
the  Director to the Corporation or an act or omission that involves intentional
misconduct  or  a  knowing  violation  of  the  law;

3)  A  transaction from which the Director received an improper benefit, whether
or  not  the  benefit  resulted  from  an  action  taken within the scope of the
Director's  office;  or

4)  an  act  or  omission  for  which  the  liability of a Director is expressly
provided  by  an  applicable  statute.

Item  7.     Exemption  from  Registration  Claimed

     Not  Applicable.

                                        8
Item  8.     Exhibits

     (a) The following exhibits are filed as part of this registration statement
pursuant  to Item 601 of Regulation S-B and are specifically incorporated herein
by  this  reference:
Exhibit  No.          Title
5          Opinion  of  Claudia  J.  Zaman  regarding  the  legality
           of the  securities  registered.
10.10      Independent  Contractor/Consulting  Agreement  with  Antal  Markus
10.11      Independent  Contractor/Consulting  Agreement  with  Gopals Sahota
10.12      Independent Contractor/Consulting Agreement with Igor Litovsky
10.13      Independent Contractor/Consulting Agreement with Arkadi Aminov
10.14      Employment Agreement with Matthew McConaghy
23.1       Consent of Claudia J. Zaman, counsel to the registrant, to the use of her
           opinion with respect to the legality of the securities being registered
           hereby and to the references to her in the Prospects filed as part hereof.
23.2       Consent of Armando C. Ibarra Certified Public Accountants, independent
           auditors of the registrant
Item  9.     Undertakings

     Insofar as indemnification for liabilities arising under the Securities Act
of  1933  may be permitted to directors, officers and controlling persons of the
registrant  pursuant  to  the foregoing provisions otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange Commission, such
indemnification  is  against  public  policy  as  expressed  in  the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such  liabilities (other than the payment by the registrant of expenses incurred
or  paid  by  a director, officer or controlling person of the registrant in the
successful  defense  of  any  action,  suit  or  proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has  been  settled  by  controlling  precedent, submit to a court of appropriate
jurisdiction  the  question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such  issue.

     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:

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

     (ii)  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;

     (iii)  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,  paragraphs  (i) and (ii) shall not apply if the information
required  to  be  included in a post-effective amendment by those paragraphs are
incorporated  by  reference  from periodic reports filed by the registrant small
business  issuer  under  the  Exchange  Act.

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

                                        9
(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)  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 14e-3 under the
Securities  Exchange  Act  of  1934;  and  where  interim  financial information
required  to be presented by Article 3 of Regulation S-X 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.

     Registrant  hereby  undertakes  that,  for  purposes  of  determining  any
liability  under  the  Securities  Act  of 1933, each filing of the Registrant's
annual  report  pursuant to Section 13(a) of the Securities Exchange Act of 1934
(and,  where applicable, each filing of an employee benefit's plan annual report
pursuant  to  Section  15(d)  of  the  Securities  Exchange Act of 1934) that is
incorporated  by reference in the registration statement shall be deemed to be a
new  registration  statement relating to the securities offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.

                                   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 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  Canonsburg, State of Pennsylvania on November 19,
2002.

                              MICROSIGNAL  CORPORATION

                              By:/s/  Matthew  G.  McConaghy
                                 Matthew  G.  McConaghy,  President,  CFO

In  accordance  with  the  requirements  of  the  Securities  Act  of 1933, this
registration statement was signed by the following persons in the capacities and
on  the  dates  stated:

November  20,  2002                    /s/  Matthew  G.  McConaghy
                                       Matthew  G.  McConaghy,  Director

November  20,  2002                    /s/  Dr.  Nathan  Blumberg
                                       Dr.  Nathan  Blumberg,  Director

                                       10
FORM S-8 REGISTRATION STATEMENT

                                  EXHIBIT INDEX

     The following exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-B and are specifically incorporated herein
by this reference:

Exhibit
Number in
Registration                                                     Numbered
Statement          Description                                     Page
---------          -----------                                     ----

5.               Opinion of Counsel

10.10            Independent Contractor/Consulting Agreement
                 with Antal Markus

10.11            Independent Contractor/Consulting Agreement
                 with Gopals Sahota

10.12            Independent Contractor/Consulting Agreement
                 with Igor Litovsky

10.13            Independent Contractor/Consulting Agreement
                 with Arkadi Aminov

10.14            Employment Agreement with Matthew McConaghy

23.1             Consent of Claudia J. Zaman to Use of Opinion

23.2             Consent of Armando C. Ibarra Certified Public Accountants

                                       11