<PAGE>

                       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 HAROLD P. GEWERTER
                CONSULTING SERVICES AGREEMENT WITH MARCUS A. LUNA
                 CONSULTING SERVICES AGREEMENT WITH RON SANFORD
                  CONSULTING SERVICES AGREEMENT WITH MIKE RINI
                 CONSULTING SERVICES AGREEMENT WITH DAVID DISNER
          INDEPENDENT CONTRACTOR FEE/CONSULTING AGMT WITH JASON LANDESS
                          COMNTRACT FOR EDGAR SERVICES
                              (Full Title of Plan)
                     --------------------------------------

                               Dr. Lawrence Madoff
                             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


<PAGE>

                     --------------------------------------
                         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,       14,250,000 shares     $.15         $2,137,500  $172.93
par value
$.001 per share
===============================================================================

(1) This Registration Statement relates to 14,250000,000 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 January 6, 2003.


<PAGE>


PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

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

ITEM 1. PLAN INFORMATION

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

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

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

We will provide without charge to each participant in the Consulting Services
Contracts, upon written or oral request of such person, a copy (without
exhibits, unless such exhibits are specifically incorporated by reference) of
any or all of the documents incorporated by reference pursuant to this
Registration Statement. Requests may be forwarded to 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.


<PAGE>

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

ITEM 4. DESCRIPTION OF SECURITIES

Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

None.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

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

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

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


<PAGE>

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable.

ITEM 8.  EXHIBITS

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 Harold P. Gewerter*
4.2      Consulting Services Agreement with Marcus A. Luna*
4.3      Consulting Services Agreement with Ron Sanford*
4.4      Consulting Services Agreement with Mike Rini*
4.5      Consulting Services Agreement with David Disner*
4.6      Independent Contractor Fee / Consulting Agreement with Jason Landess*
4.7      Contract for Edgar Services
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.


<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.


        (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 6th day of January, 2004.

                          NANOSIGNAL CORPORATION, INC.

                           By: /s/ Dr. Lawrence Madoff
                                   Dr. Lawrence Madoff, CEO & General Manager

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

        In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on this 6th day of January, 2004.

         SIGNATURE                                TITLE

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

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

<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 Harold P. Gewerter*
4.2      Consulting Services Agreement with Marcus A. Luna*
4.3      Consulting Services Agreement with Ron Sanford*
4.4      Consulting Services Agreement with Mike Rini*
4.5      Consulting Services Agreement with David Disner*
4.6      Independent Contractor Fee / Consulting Agreement with Jason Landess*
4.7      Contract for Edgar Services
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": "v1177_s-8.txt", "secsgml_size_bytes": 17397}]
{"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": "333-111764", "film-number": "04515102"}, "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 HAROLD P. GEWERTER
                CONSULTING SERVICES AGREEMENT WITH MARCUS A. LUNA
                 CONSULTING SERVICES AGREEMENT WITH RON SANFORD
                  CONSULTING SERVICES AGREEMENT WITH MIKE RINI
                 CONSULTING SERVICES AGREEMENT WITH DAVID DISNER
          INDEPENDENT CONTRACTOR FEE/CONSULTING AGMT WITH JASON LANDESS
                          COMNTRACT FOR EDGAR SERVICES
                              (Full Title of Plan)
                     --------------------------------------

                               Dr. Lawrence Madoff
                             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,       14,250,000 shares     $.15         $2,137,500  $172.93
par value
$.001 per share
===============================================================================

(1) This Registration Statement relates to 14,250000,000 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 January 6, 2003.
PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

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

ITEM 1. PLAN INFORMATION

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

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

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

We will provide without charge to each participant in the Consulting Services
Contracts, upon written or oral request of such person, a copy (without
exhibits, unless such exhibits are specifically incorporated by reference) of
any or all of the documents incorporated by reference pursuant to this
Registration Statement. Requests may be forwarded to 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 Harold P. Gewerter*
4.2      Consulting Services Agreement with Marcus A. Luna*
4.3      Consulting Services Agreement with Ron Sanford*
4.4      Consulting Services Agreement with Mike Rini*
4.5      Consulting Services Agreement with David Disner*
4.6      Independent Contractor Fee / Consulting Agreement with Jason Landess*
4.7      Contract for Edgar Services
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 6th day of January, 2004.

                          NANOSIGNAL CORPORATION, INC.

                           By: /s/ Dr. Lawrence Madoff
                                   Dr. Lawrence Madoff, CEO & General Manager

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

        In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on this 6th day of January, 2004.

         SIGNATURE                                TITLE

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

   /s/ Dr. Lawrence Madoff                      Director
       Dr.  Lawrence Madoff
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 Harold P. Gewerter*
4.2      Consulting Services Agreement with Marcus A. Luna*
4.3      Consulting Services Agreement with Ron Sanford*
4.4      Consulting Services Agreement with Mike Rini*
4.5      Consulting Services Agreement with David Disner*
4.6      Independent Contractor Fee / Consulting Agreement with Jason Landess*
4.7      Contract for Edgar Services
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).