<PAGE>

               UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                 FORM 10-KSB

     [X]  ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR 15(d)  OF THE  SECURITIES
          EXCHANGE ACT OF 1934
          For the fiscal year ended December 31, 2002

     [ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15  (d)  OF THE
          SECURITIES EXCHANGE ACT OF 1934
          For the transition period from _____________________ to _____________.


                        Commission File Number: 000-31735
                                                ---------

                             MICROSIGNAL CORPORATION
                 (Name of Small Business Issuer in its charter)

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

                 345 Southpointe Boulevard Canonsburg, PA 15317
                Address of principal executive offices)(Zip Code)

Company's telephone number, including area code:  (724) 746-9476
                                                   -------------

Securities registered pursuant to Section 12(b) of the Act:  None.

Name of each exchange on which registered: None.

Securities registered pursuant to Section 12(g) of the Act: Common Stock

Check  whether  the Issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the Exchange Act during the  preceding 12 months (or such
shorter period of that the  Registrant  was required to file such reports),  and
(2) has been subject to such filing  requirements for the past 90 days.
Yes [X]  No [ ]


Check if there is no disclosure  of delinquent  filers to Item 405 of Regulation
S-B contained in this form, and if no disclosure will be contained,  to the best
of the  Registrants  knowledge,  in definitive  proxy or information  statements
incorporated by reference in Part III of this Form 10-K. [ ]

State Issuer's Revenues for its most recent fiscal year: $0

The number of shares  outstanding of the Company's $.001 Par Value Common Stock,
as of December 31, 2002 were  24,089,180.  The aggregate number of shares of the
voting  stock held by  non-affiliates  on December 31, 2002 was  7,037,836.  The
market value of these shares,  computed by reference to the market closing price
on December 31, 2002 was $563,027. For the purposes of the foregoing calculation
only, all directors and executive  officers of the  registrant  have been deemed
affiliates.


                   DOCUMENTS INCORPORATED BY REFERENCE: None.

<PAGE>


PART I

ITEM 1.  BUSINESS

A) General

MicroSignal Corporation (the "Company) was incorporated on August 21, 1987 as
"Ragen Corporation" under the laws of the State of Nevada. On October 21, 1999,
the Company entered into a reverse merger pursuant to Rule 368(a)(1)(B)if the
Internal Revenue Code of 1986 as amended. Pursuant to this reverse merger, the
Company acquired 100% of the common stock of Pro Glass Technologies, Inc., a
Canadian corporation with three wholly owned subsidiaries in exchange for the
issuance of 17,714,000 shares of the Company's common stock. The Company changed
its name to "Pro Glass Technologies, Inc." and increased the number of
authorized common shares to 50,000,000 at that time. Pro Glass Technologies,
Inc. is the predecessor due to the reverse merger and Ragen was the legal
survivor. Pro Glass Technologies, Inc. was a holding company.

Upon completion of the merger, the Company began engaging in the auto glass
repair and replacement business under "Windshield Superstores, Ltd." in Calgary,
Alberta. Fran Aiello became the President and CEO of the Company at that time.

On September 10, 2002, the Company entered into an Agreement and Plan of
reorganization with MicroSignal Corporation, a Pennsylvania corporation, and
exchanged 100% of the MicroSignal common stock in exchange for the issuance of
17,051,344 shares of the Company's common stock, or 94% of the Company. At that
time, the Company changed its name to "MicroSignal Corporation". At the same
time, the Company sold its auto glass repair and replacement business to its
former president, Frank Aiello, in change for the return of 150,000 shares of
the Company's common stock owned by him. Mr. Aiello assumed responsibility for
all the debts and liabilities of the auto glass repair and replacement business.
For accounting purposes, this transaction was treated as an acquisition of Pro
Glass and a recapitalization of MicroSignal, MicroSignal is the accounting
acquirer and the results of its operations carry over. Accordingly, the
operations of the Company while Pro Glass are not carried over and are adjusted
to $0. As part of this transaction, the Company's fiscal year end changed from
September 30 to December 31.

The Company has developed a product designed to improve the quality and
efficiency of magnetic resonance imaging ("MRI") systems. The product consists
of a combination of hardware and software compatible with all MR machines,
designed to improve the image quality as well as the display of the final MRI
exam. At the core of the system is a totally novel method of reconstructing the
MR information obtained by the machine (the raw data), developed by Dr. Jeffery
Taft. The Company's product uses a unique algorithm, exchange analytic
computation technique (EXACT), which decouples the size of the raw data from the
image matrix size and overcomes a lot of the inherent limitations


<PAGE>

of the Fourier transformations. The technology allows tremendous flexibility
once the MRI data has been acquired; it is possible using SLICES(TM) to obtain
sharply magnified images, up to ten times the original magnification, without
creating pixel artifacts inherent to the optical zoom provided by all
manufacturers. The major benefits of MSC's SLICES technology are:




         Increased information extraction
         Helps with the elimination of some artifacts
         Improves the radiologist's productivity
         Reduces patient re-scan and call back
         Reduces patient scan time
         Reduces film costs

The Company intends to proceed with marketing and sales of the Company's
proprietary product.

Significant opportunities exist for follow-on product both in MRI and in other
computed medical imaging applications such as CAT scan and nuclear medicine.
Exciting opportunities exist to apply new proprietary MicroSignal Corporation
technology to stroke prediction, breast cancer detection and cardiac evaluation,
thus expanding MRI into use for the top three disease conditions in the U.S.
Sales opportunities for these additional products are in the billions of
dollars.

     Additional opportunities exist to make use of the Internet to perform
high-end teleradiology and Picture Archiving and Control. MicroSignal
Corporation can become the preferred channel not only for computing and
displaying medical images, but also for transporting them. The transport, if
done properly, can result in an ongoing revenue stream valued in the hundreds of
millions of dollars per year within five years. There can be no assurances that
the Company will see these results. Future revenues are dependent upon the
Company being able to secure outside financing and raising additional capital to
enable it to commence operations in a meaningful manner, neither of which the
Company has commitments to receive. Until such time as the Company is able to
secure additional financing through loans or capital raising, the Company's
efforts to commence revenue producing operations will have to be scaled back.

The Company's office is located at 345 Southpointe Boulevard Canonsburg,
Pennsylvania 15317.

As of December 31, 2002, the Company had one employee.

Item 2. Properties.

The Company presently leases office space on a three-year lease, which ends in
September 2005. The monthly lease payment is $1,854. The Company anticipates
that this space is sufficient for the near future.


<PAGE>

Item 3 Legal Proceedings.

The Company is not a party to any material pending legal proceeding and no such
action by, or to the best of its knowledge, against the Company has been
threatened.

Item 4. Submission of Matters to a Vote of Security Holders

In September 2002, the Company's shareholders approved a change of name to
"MicroSignal Corporation" and increased the authorized shares of common stock to
50,000,000.

Item 5. Market for Registrant's Common Equity and Related Shareholder Matters.

The Company's common stock is traded on the OTC Electronic Bulletin Board under
the symbol "MSGL". Quotations in the Company's common stock set forth below do
not constitute a reliable indication of the price that a holder of the common
stock could expect to receive upon the sale of any particular quantity thereof.

The following table reflects the range of high and low quarterly bid prices for
the fiscal year ended December 31, 2002. This information was provided to the
Company by the National Association of Securities Dealers, Inc. (the "NASD").
These quotations reflect inter-dealer prices, without retail mark-up or markdown
or commissions. These quotations may not necessarily reflect actual
transactions.

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

Period                 High Bid                        Low Bid
---------------------- ------------------------------- -------------------------

1st Qtr 2002           .10                             .10
---------------------- ------------------------------- -------------------------

2nd Qtr 2002           .25                             .10
---------------------- ------------------------------- -------------------------

3rd Qtr 2002           .35                             .20
---------------------- ------------------------------- -------------------------

4th Qtr 2002           .45                             .08
---------------------- ------------------------------- -------------------------


As of December 31, 2002, the Company had 24,089,180 shares of its common stock
issued and outstanding, of which 7,037,836 were held by non-affiliates.

As of December 31, 2002, the Company estimates there are 77 "holders of record"
of its common stock which figure does not take into account those shareholders
whose certificates are held in the name of broker-dealers. In September 2002,
the Company's Board of Directors approved a proposal to increase the Company's
capitalization to 50,000,000 shares of common stock, which proposal was
subsequently approved by the Company's shareholders.

Recent Sales of Unregistered Securities


<PAGE>

In September 2002, the Company issued a total of 17,051,344 shares of the
Company's common stock, or 94% of the Company, to the shareholders of
MicroSignal Corporation, a Pennsylvania corporation, in exchange for all the
issued and outstanding shares of MicroSignal. In connection therewith, the
Company changed its name to "MicroSignal Corporation" and appointed a new Board
of Directors.

Dividend Policy

The Company has not declared nor paid cash dividends or made distributions in
the past, and the Company does not anticipate that it will pay cash dividends or
make distributions in the foreseeable future. The Company currently intends to
retain and reinvest future earnings, if any, to finance and expand its
operations.

Item 6.  Management's Discussion and Analysis or Plan of Operation.

FORWARD-LOOKING STATEMENTS MAY NOT PROVE ACCURATE
-------------------------------------------------

When used in this Form 10-KSB, the words "anticipated", "estimate", "expect",
and similar expressions are intended to identify forward-looking statements.
Such statements are subject to certain risks, uncertainties and assumptions
including the possibility that the Company's will fail to generate projected
revenues. Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may vary
materially from those anticipated, estimated or projected.

The following discussion should be read in conjunction with the financial
statements and notes thereto appearing elsewhere in this Form 10-KSB.

Plan of Operation

In connection with the Company's acquisition of MicroSignal Corporation, the
Company acquired technology used to enhance MRI imaging. The Company has
developed a product designed to improve the quality and efficiency of magnetic
resonance imaging ("MRI") systems. The product consists of a combination of
hardware and software compatible with all MR machines, designed to improve the
image quality as well as the display of the final MRI exam. At the core of the
system is a totally novel method of reconstructing the MR information obtained
by the machine (the raw data), developed by Dr. Jeffery Taft. The Company's
product uses a unique algorithm, exchange analytic computation technique
(EXACT), which decouples the size of the raw data from the image matrix size and
overcomes a lot of the inherent limitations of the Fourier transformations. The
technology allows tremendous flexibility once the MRI data has been acquired; it
is possible using SLICES to obtain sharply magnified images, up to ten times the
original magnification, without creating pixel artifacts inherent to the optical
zoom provided by all manufacturers.


<PAGE>

The Company plans to seek financing and capital to allow it to exploit this
technology as well as to enhance and improve on this technology. During 2003,
the Company intends to seek the necessary financing to allow it to implement its
business plan and to commence operations in a meaningful way.

In connection with the MicroSignal acquisition, the Company sold its auto glass
repair and replacement business to its former President in exchange for the
return of stock as well as assumption of all liabilities of the auto glass
operations.

Liquidity and Capital Resources

The Company has approximately $2,000 in current assets compared to current
assets of approximately $350,000 for the year ended September 30, 2001. The
Company's current liabilities for the year ended December 31, 2002 are
approximately $3,000,000 compared to current liabilities of approximately
$92,000 for the year ended September 30, 2001. The difference in assets and
liabilities are related to the Company's acquisition of the MRI imaging business
and its sale of the auto glass business. The current assets for the year ended
December 31, 2002 consisted of cash of $1,967. Total assets were approximately
$11,500 for the year ended December 31, 2002 composed of the Company's patent of
approximately $9,500 and its cash.

At December 31, 2002, the Company had negative working capital of approximately
($2,959,000) which consisted of current assets of approximately $2,000 and
current liabilities of approximately $2,961,000. At September 30, 2001, the
Company had working capital of approximately ($257,000) which consisted of
current assets of approximately $349,100 assets and current liabilities of
approximately ($92,200). The current liabilities of the Company at December 31,
2002 are composed primarily of notes payable to shareholders of $1,361,750,
notes payable of $615,339, accrued interest payable of $755,700, accrued
expenses of $138,292, lease payable of $38,650, deposits of $40,000 and accounts
payable of $11,000.

Net Operating Losses

The Company has accumulated net operating losses since inception, which may be
used to reduce taxes in future years. The use of these losses to reduce future
income taxes will depend on the generation of sufficient taxable income prior to
expiration of the net operating loss carryforwards.

In the event of certain changes in control of the Company, there will be an
annual limitation on the amount of net operating loses carryforwards which can
be used. The potential tax benefit of the net operating loss carryforwards have
been offset by a valuation allowance of the same amount.

Results of Operations

The following discussion of the financial condition, changes in financial
condition and results of operations of the Company for the fiscal years ended
<PAGE>

December 31, 2002 and December 31, 2001 should be read in conjunction with the
financial statements of the Company and related notes included therein.

For the years ended December 31, 2002 and 2001, the Company had no revenue. For
the year ended December 31, 2002, the Company had expenses of approximately
$397,000 compared to expenses of approximately $60,000 at December 31, 2001. The
Company's expenses consisted primarily of development costs and general and
administrative expenses. The net loss for the year ended December 31, 2002 was
approximately ($550,000) or ($.04) per share of common stock compared to the net
loss for the ended December 31, 2001 of approximately ($212,000) or ($.05) per
share of common stock.

At December 31, 2002, shareholders' equity was a deficit of approximately
($3,000,000).

The Company will attempt to carry out its business plan as discussed above. The
Company cannot predict to what extent its lack of liquidity and capital
resources will hinder its business plan prior to commencement of its proposed
operations.

Need for Additional Financing

The Company's existing capital is not be sufficient to meet the Company's cash
needs, including the costs of compliance with the continuing reporting
requirements of the Securities Exchange Act of 1934, as amended.

No commitments to provide additional funds have been made by management or other
stockholders. Accordingly, there can be no assurance that any funds will be
available to the Company to allow it to cover its expenses.

The Company might seek to compensate providers of services by issuances of stock
in lieu of cash.

Effect of Inflation

Inflation did not have any significant effect on the operations of the Company
during the year ended December 31, 2002. Further, inflation is not expected to
have any significant effect on future operations of the Company.

Item 7.  Financial Statements.

Financial statements are audited and included herein beginning on Exhibit 1,
page 1 and are incorporated herein by this reference.

Item 8. Changes in and Disagreements with Accountants on Accounting and
        Financial Disclosure.

There were no disagreements with accountants on accounting and financial
disclosure during the relevant period.


<PAGE>

Part III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        with Section 16(a) of the Exchange Act.

Identification of Directors and Executive Officers of the Company

The following table sets forth the names and ages of all directors and executive
officers of the Company and all persons nominated or chosen to become a
director, indicating all positions and offices with the Company held by each
such person and the period during which he has served as a director:

The principal executive officers and directors of the Company are as follows:


Name                       Positions Held and Tenure
----                       -------------------------

Matthew G. McConaghy       President, CFO and Director since September 2002

Dr. Nathan Blumberg        Director since September 2002

The Directors named above will serve until the next annual meeting of the
Company's stockholders. Thereafter, Directors will be elected for one-year terms
at the annual stockholders' meeting. Officers will hold their positions at the
pleasure of the Board of Directors, absent any employment agreement, of which
none currently exist or is contemplated. There is no arrangement or
understanding between the Directors and Officers of the Company and any other
person pursuant to which any Director or Officer was or is to be selected as a
Director or Officer of the Company.

There is no family relationship between or among any Officer and Director.

The Directors and Officers of the Company will devote their time to the
Company's affairs on an "as needed" basis. As a result, the actual amount of
time which each will devote to the Company's affairs is unknown and is likely to
vary substantially from month to month.

The Company has no audit or compensation committee.

Business Experience. The following is a brief account of the business experience
during at the least the last five years of the directors and executive officers,
indicating their principal occupations and employment during that period, and
the names and principal businesses of the organizations in which such
occupations and employment were carried out.

Matthew G. McConaghy. Mr. McConaghy was appointed president and CEO of the
Company in September 2002. Prior to that, Mr. McConaghy was appointed president
and CEO of MicroSignal Corporation, a Pennsylvania corporation, in July 2002.
Prior to joining MicroSignal, Mr. McConaghy was director of sales and marketing
for AlphaSource Procurement Systems, LLC. Mr. McConaghy worked for several years
with the Johnson & Johnson family of companies serving in several capacities
from sales to sales management to product development. Mr. McConaghy has Masters
degrees in Business and Healthcare Administration

<PAGE>

from the University of Connecticut. Mr. McConaghy received his Bachelors degrees
in Marketing and Management from Robert Morris University.

Dr. Nathan Blumberg. Dr. Blumberg is a retired urological surgeon. Dr. Blumberg
attended New York University as an undergraduate and received his medical degree
from the St. Louis School of Medicine in 1959. Dr. Blumberg has had numerous
medical articles published and acted as a guest lecturer for many urological
associations. Dr. Blumberg founded EXXCODE Corporation, which patented the
process for imprinting bar codes onto raw x-ray film. Dr. Blumberg sold an
Intravenous Flow Regulator device to the 3M Corporation. Dr. Blumberg presently
serves as a director of Repro-Med Systems, Inc., a medical device traded on the
OTC Bulletin Board under the symbol "REPR".

CONFLICTS OF INTEREST
---------------------

The outside Director of the Company will devote only a small portion of their
time to the affairs of the Company, estimated to be no more than approximately 5
hours per month. There will be occasions when the time requirements of the
Company's business conflict with the demands of their other business and
investment activities. Such conflicts may require that the Company attempt to
employ additional personnel. There is no assurance that the services of such
persons will be available or that they can be obtained upon terms favorable to
the Company. The sole officer and inside director works for the Company on a
full-time basis.

There is no procedure in place which would allow the Officers and Directors to
resolve potential conflicts in an arms-length fashion. Accordingly, they will be
required to use their discretion to resolve them in a manner which they consider
appropriate.

Identification of Certain Significant Employees. The Company has one employee,
its President, Matthew G. McConaghy, who is the sole significant employee. The
Company does not employ any persons who make or are expected to make significant
contributions to the business of the Company other than Mr. McConaghy.

Item 10. Executive Compensation.

During fiscal 2002, and as of the date of the filing of this report, only the
Company's President had been paid any compensation by the Company.

Compensation of Directors
-------------------------

Directors are entitled to reimbursement for reasonable travel and other
out-of-pocket expenses incurred in connection with attendance at meeting of the
Board of Directors.

The Company has no material bonus or profit sharing plans pursuant to which cash
or non-cash compensation is or may be paid to the Company's directors or
executive officers except as described above.


<PAGE>

The Company has no compensatory plan or arrangements, including payments to be
received from the Company, with respect to any executive officer or director,
where such plan or arrangement would result in any compensation or remuneration
being paid resulting from the resignation, retirement or any other termination
of such executive officer's employment or from a change-in-control of the
Company or a change in such executive officer's responsibilities following a
change-in-control and the amount, including all periodic payments or
installments where the value of such compensation or remuneration exceeds
$100,000 per executive officer.

During the last completed fiscal year, no funds were set aside or accrued by the
Company to provide pension, retirement or similar benefits for Directors or
Executive Officers.

The Company has a written employment agreement with its President, Matthew
McConaghy.

Compensation Pursuant to Plans. Other than disclosed above, the Company has no
plan pursuant to which cash or non-cash compensation was paid or distributed
during the last fiscal year, or is proposed to be paid or distributed in the
future, to the individuals and group described in this item.

Compensation of Directors. Directors of the Company are entitled to reasonable
reimbursement for their travel expenses in attending meetings of the Board of
Directors.

Termination of Employment and Change of Control Arrangement. Except as noted
herein, the Company has no compensatory plan or arrangements, including payments
to be received from the Company, with respect to any individual names above from
the latest or next preceding fiscal year, if such plan or arrangement results or
will result from the resignation, retirement or any other termination of such
individuals employment with the Company, or from a change in control of the
Company or a change in the individuals responsibilities following a change in
control.

Section 16(a) Beneficial Ownership Reporting Compliance. During the year ended
December 31, 2002, the following persons were officers, directors and more than
ten-percent shareholders of the Company's common stock:

Name                       Position                           Filed Reports
----                       --------                           -------------

Matthew McConaghy          Director, CEO                      No
Dr. Nathan Blumberg        Director                           No
Frank Aiello               Director, President                No
Peter E. Von Sass          Vice President, Director           No
Omkar Nath Channan         Director                           No
MicroSignal Corporation    Shareholder                        No
George Parks               Director                           No

Item 11. Security Ownership of Certain Beneficial Owners and Management.


<PAGE>

There were 24,089,180 shares of the Company's common stock issued and
outstanding on December 31, 2002. The following tabulates holdings of shares of
the Company by each person who, subject to the above, at the date of this
Report, holds or record or is known by Management to own beneficially more than
five percent (5%) of the Common Shares of the Company and, in addition, by all
directors and officers of the Company individually and as a group.


<TABLE>
<CAPTION>
---------------------------------------- ------------------------------------- -------------------------------------
Name and Address                         Number of Shares Owned Beneficially   Percent of Beneficially Owned Shares
---------------------------------------- ------------------------------------- -------------------------------------
<S>                                      <C>                                   <C>
MicroSignal Corp.                        17,051.344                            70.78%
345 Southpointe Blvd.
Canonsburg, PA 15317
---------------------------------------- ------------------------------------- -------------------------------------
Matthew McConaghy* (1)                   17,051,344                            70.76%
345 Southpointe Blvd.
Canonsburg, PA 15317
---------------------------------------- ------------------------------------- -------------------------------------
Dr. Nathan Blumberg*                      0                                    0%
345 Southpointe Blvd.
Canonsburg, PA 15317
---------------------------------------- ------------------------------------- -------------------------------------
All Directors and Executive Officers     17,051,344                            70.76%
as a Group (two persons)
---------------------------------------- ------------------------------------- -------------------------------------
</TABLE>

* Denotes officer or director
(1) Includes 17,051,344 shares owned by MicroSignal Corporation, a company in
which Mr. McConaghy and Dr. Blumberg are affiliates. Mr. McConaghy and Dr.
Blumberg disclaim any beneficial interest in the shares owned by MicroSignal
Corporation.

Changes in Control. There are no arrangements known to the Company, including
any pledge by any person of securities of the Company, the operation of which
may at a subsequent date result in a change of control of the Company.

Item 12. Certain Relationships and Related Transactions.

In September 2002, the Company issued 17,051,344 to the shareholders of
MicroSignal Corporation, a Pennsylvania corporation in connection with its
acquisition of MicroSignal. The president of MicroSignal became the President,
CEO and CFO as well as director of the Company in connection with that
transaction.

Item 13. Exhibits and Reports on Form 8-K.


(a)  Financial Statements and Schedules

The following financial statements and schedules are filed as part of this
report:

Independent Auditors' Report dated
Balance Sheet for the Fiscal Years Ended December 31, 2002
Statement of Operations for the Fiscal Years Ended December 31, 2002 and 2001
Statement of Shareholders' Equity (Deficit)
Statements of Cash Flows
Notes to Financial Statements

<PAGE>

List of Exhibits

The following exhibits are filed with this report.
Financial Statements.

(b) There were no Reports filed on Form 8-K during the fourth quarter of the
Company's fiscal year ended December 31, 2002.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


March 30, 2003                  MICROSIGNAL CORPORATION


                                /s/ Matthew McConaghy
                                Matthew G. McConaghy, President, CEO, Director




March 30, 2003                  /s/ Dr. Nathan Blumberg
                                Dr. Nathan Blumberg, Director


<PAGE>


                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors of
  MicroSignal Corporation
  Canonsburg, Pennsylvania

We have audited the accompanying balance sheet of MicroSignal Corporation as of
December 31, 2002, and the related statements of operations, stockholders'
equity (deficit), and cash flows for each the two years then ended. These
financial statements are the responsibility of MicroSignal's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of MicroSignal Corporation as of
December 31, 2002, and the results of its operations and cash flows for each of
the two years then ended, in conformity with accounting principles generally
accepted in the United States of America.

The accompanying financial statements have been prepared assuming that
MicroSignal will continue as a going concern. As discussed in Note 2 to the
financial statements, MicroSignal has incurred losses for the years ended
December 31, 2002 and 2001 totaling $611,768 and $212,385 and had negative
working capital of $2,958,964 as of December 31, 2002. MicroSignal will require
additional working capital to develop and support its technologies and business
until MicroSignal either (1) achieves a level of revenues adequate to generate
sufficient cash flows from operations; or (2) obtains additional financing
necessary to support its working capital requirements. These conditions raise
substantial doubt about MicroSignal's ability to continue as a going concern.
Management's plans in regard to this matter are also described in Note 2. The
accompanying consolidated financial statements do not include any adjustments
that might result from the outcome of these uncertainties.

Malone & Bailey, PLLC
www.malone-bailey.com
Houston, Texas

March 12, 2003



<PAGE>


                             MICROSIGNAL CORPORATION
                                  BALANCE SHEET
                                December 31, 2002


<TABLE>
<CAPTION>
                                            ASSETS
Current assets
<S>                                                                                              <C>
  Cash                                                                                           $            1,967
                                                                                                 ------------------
    Total current assets                                                                                      1,967

Property and equipment, net of accumulated depreciation of $594,420
                                                                                                                  -

Patent                                                                                                        9,546
                                                                                                 ------------------
                                                                                                 $           11,513
                                                                                                 ==================

                        LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
  Accounts payable                                                                               $           11,000
  Accrued expenses                                                                                          138,292
  Lease payable                                                                                              38,650
  Accrued interest payable                                                                                  755,900
  Notes payable                                                                                             615,339
  Notes payable - shareholders                                                                            1,361,750
  Deposits                                                                                                   40,000
                                                                                                 ------------------
    Total current liabilities                                                                             2,960,931

Commitments

STOCKHOLDERS' EQUITY (DEFICIT):
  Common stock, $.001 par value, 200,000,000 shares
    authorized, 24,501,680 shares issued and outstanding                                                     24,502
  Additional paid in capital                                                                              1,972,371
  Accumulated deficit                                                                                    (4,946,291)
                                                                                                 ------------------
                                                                                                         (2,949,418)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                             $           11,513
                                                                                                 ==================
</TABLE>


See accompanying summary of accounting policies and notes to financial
statements.



<PAGE>



                             MICROSIGNAL CORPORATION
                             STATEMENT OF OPERATIONS
                 For the Years Ended December 31, 2002 and 2001


                                                  2002                 2001
                                             ------------         ------------

Revenues                                     $       --           $       --
Cost of revenues                                     --                   --
                                             ------------         ------------
Gross margin                                         --                   --

Cost and Expenses:
  General, selling and administrative              84,617               59,609
  Consulting                                      374,375                 --
                                             ------------         ------------
                                                  458,992               59,609

Loss from operations                             (458,992)             (59,609)

Interest expense                                  152,776              152,776
                                             ------------         ------------

Net loss                                     $   (611,768)        $   (212,385)
                                             ============         ============

Net loss per share:
  Net loss basic and diluted                 $      (0.04)        $      (0.05)
                                             ============         ============

Weighted average shares outstanding:
  Basic and diluted                            13,910,549            4,395,336
                                             ============         ============

See accompanying summary of accounting policies and notes to financial
statements.


<PAGE>



                             MICROSIGNAL CORPORATION
                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                      For the Years Ended December 31, 2002


<TABLE>
<CAPTION>
                                                                     Additional paid
                                             Common stock               in capital    Accumulated deficit       Total
                                   --------------------------------- ---------------- ------------------- -------------------
                                       Shares           Amount
                                   ---------------- ---------------- ---------------- ------------------- -------------------
Balance,
<S>                                      <C>        <C>              <C>              <C>                 <C>
  December 31, 2000                      4,395,336  $        4,395   $     1,534,228  $       (4,122,138) $       (2,583,515)

Net loss                                         -               -                 -            (212,385)           (212,385)
                                   ---------------  --------------   ---------------  ------------------  ------------------

Balance,
  December 31, 2001                      4,395,336           4,395         1,534,228          (4,334,523)         (2,795,900)

Issuance of common stock for the
net liabilities of Pro Glass
Technologies, Inc. and
recapitalization

                                        17,051,344          17,051           (17,051)                  -                   -

Issuance of common stock for cash
                                           230,000             230            34,270                   -              34,500

Issuance of common
stock for compensation                     412,500             413            61,462                   -              61,875

Issuance of common stock for
services                                 2,412,500           2,413           359,462                   -             361,875

Net loss                                         -               -                 -            (611,768)           (611,768)
                                   ---------------  --------------   ---------------  ------------------  ------------------

Balance,
  December 31, 2002                      4,395,336  $       24,502   $     1,972,371  $       (4,946,291) $       (2,949,418)
                                   ===============  ==============   ===============  ==================  ==================
</TABLE>


See accompanying summary of accounting policies and notes to financial
statements.

<PAGE>



                             MICROSIGNAL CORPORATION
                             STATEMENT OF CASH FLOWS
                 For the Years Ended December 31, 2002 and 2001


<TABLE>
<CAPTION>
                                                                                 2002              2001
                                                                               ---------         ---------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                            <C>               <C>
Net loss                                                                       $(611,768)        $(212,385)
Adjustments to reconcile net loss to cash used by operating activities:
Common stock for compensation                                                     61,875              --
Common stock for services                                                        361,875              --
Net change in:
  Prepaid assets and other                                                          --               5,877
  Accrued interest payable                                                       152,776           152,776
                                                                               ---------         ---------

CASH FLOWS USED IN OPERATING ACTIVITIES                                          (35,242)          (53,732)
                                                                               ---------         ---------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable                                                         --              52,124
Proceeds form the sale of common stock                                            34,500              --
                                                                               ---------         ---------
CASH FLOWS FROM FINANCING ACTIVITIES                                              34,500            52,124
                                                                               ---------         ---------

NET DECREASE IN CASH                                                                (742)           (1,608)
Cash, beg. of period                                                               2,709             4,317
                                                                               ---------         ---------
Cash, end of period                                                            $   1,967         $   2,709
                                                                               =========         =========

SUPPLEMENTAL CASH FLOW INFORMATION
  Interest paid                                                                $    --           $    --
  Income taxes paid                                                            $    --           $    --
</TABLE>


See accompanying summary of accounting policies and notes to financial
statements.


<PAGE>



                             MICROSIGNAL CORPORATION
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS AND BASIS OF PRESENTATION

MicroSignal is a Pennsylvania corporation founded in November 1989 and is a
Pittsburgh, Pennsylvania-based medical software development company that
specializes in developing software products for the radiology community.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation is computed over the
estimated useful lives of the assets using the straight-line method for
financial reporting purposes and accelerated methods for income tax purposes.
Maintenance and repairs are charged to operations as incurred.

MicroSignal reviews property and equipment for impairment whenever events or
changes in circumstances indicate the carrying value of an asset may not be
fully recoverable. MicroSignal has fully depreciated or impaired all of its
property and equipment as of December 31, 2000.

REVENUE RECOGNITION

MicroSignal accounts for the licensing of software in accordance with American
Institute of Certified Public Accountants (AICPA) Statement of Position (SOP)
97-2, Software Revenue Recognition. MicroSignal recognizes revenue when (i)
persuasive evidence of an arrangement exists; (ii) delivery has occurred or
services have been rendered; (iii) the sales price is fixed or determinable; and
(iv) collectibility is reasonably assured. For software arrangements with
multiple elements, revenue is recognized dependent upon whether vendor-specific
objective evidence (VSOE) of fair value exists for each of the elements. When
VSOE does not exist for all the elements of a software arrangement and the only
undelivered element is post contract customer support (PCS), the entire
licensing fee is recognized ratably over the contract period. Revenue
attributable to undelivered elements, including technical support is based on
the average sales price of those elements when sold separately, and is
recognized ratably on a straight-line basis over the products life cycle. PCS
and subscription revenue is recognized ratably over the contract period. Revenue
from products licensed to original equipment manufacturers (OEMs) is based on
the licensing agreement with an OEM and has historically been recognized when
OEMs ship licensed products to their customers. Provisions are recorded for
estimated returns, concessions, and bad debts.

COST OF REVENUE

Cost of revenue includes direct costs to manufacture and distribute product, and
direct costs to provide consulting, product support, training and certification
of system integrators.

INCOME TAXES

Deferred income taxes result from temporary differences between the financial
statement and income tax bases of assets and liabilities. MicroSignal

<PAGE>

adjusts the deferred tax asset valuation allowance based on judgments as to
future realization of the deferred tax benefits supported by demonstrated trends
in MicroSignal's operating results.

STOCK-BASED COMPENSATION

MicroSignal accounts for stock-based compensation issued to employees under the
intrinsic value method. Under this method, the Company recognizes no
compensation expense for stock options granted when the number of underlying
shares is known and exercise price of the option is greater than or equal to the
fair market value of the stock on the date of grant. No options have been
granted.

MicroSignal accounts for non-cash stock-based compensation issued to
non-employees in accordance with the provisions of SFAS No. 123 and EITF No.
96-18, Accounting for Equity (deficit) Investments That Are Issued to
Non-Employees for Acquiring, or in Conjunction with Selling, Goods or Services.
Common stock issued to non-employees and consultants is based upon the value of
the services received or the quoted market price, whichever value is more
readily determinable.

LOSS PER COMMON SHARE

MicroSignal is required to provide basic and dilutive earnings (loss) per common
share information.

The basic net loss per common share is computed by dividing the net loss
applicable to common stockholders by the weighted average number of common
shares outstanding.

Diluted net loss per common share is computed by dividing the net loss
applicable to common stockholders, adjusted on an "as if converted" basis, by
the weighted average number of common shares outstanding plus potential dilutive
securities. For the years ended December 31, 2002 and 2001, potential dilutive
securities had an anti-dilutive effect and were not included in the calculation
of diluted net loss per common share.

These securities at December 31, 2002 were 746,874 warrants to purchase common
stock.

RISKS AND UNCERTAINTIES

MicroSignal is subject to the business risks inherent in the medical software
development industry. These risks include, but are not limited to, a high degree
of competition within the medical software development industry and continuous
technological advances. Future technological advances in the medical software
development industry may result in the availability of new services or products
that could compete with the products and services currently provided by
MicroSignal or decreases in the cost of existing products or services that could
enable MicroSignal's established or potential customers to fulfill their own
needs for software products more cost efficiently. There can be no assurance
that MicroSignal would not be adversely affected in the event of such
technological change.


<PAGE>

MANAGEMENT'S ESTIMATES AND ASSUMPTIONS

The accompanying financial statements are prepared in conformity with accounting
principles generally accepted in the United States of America which requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenue and
expenses during the reporting period. Actual results could differ from those
estimates.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

MicroSignal does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on MicroSignal's results of
operations, financial position or cash flow.


NOTE 2 - FINANCIAL CONDITION AND GOING CONCERN

For the years ended December 31, 2002 and 2001, MicroSignal incurred net losses
totaling $611,768 and $212,385, respectively, and at December 31, 2002 had
negative working capital of $2,958,964. Because of these recurring losses,
MicroSignal will require additional working capital to develop and support its
technologies and business until MicroSignal either (1) achieves a level of
revenues adequate to generate sufficient cash flows from operations; or (2)
receives additional financing necessary to support MicroSignal's working capital
requirements.

Additionally, MicroSignal intends to raise additional working capital through
either private placements, public offerings and/or bank financing.

There are no assurances that MicroSignal will be able to either (1) achieve a
level of revenues adequate to generate sufficient cash flow from operations; or
(2) obtain additional financing through either private placement, public
offerings and/or bank financing necessary to support MicroSignal's working
capital requirements. To the extent that funds generated from operations and any
private placements, public offerings and/or bank financing are insufficient,
MicroSignal will have to raise additional working capital. No assurance can be
given that additional financing will be available, or if available, will be on
terms acceptable to MicroSignal. If adequate working capital is not available
MicroSignal may be required to curtail its operations.

These conditions raise substantial doubt about MicroSignal's ability to continue
as a going concern. The consolidated financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might be necessary
should MicroSignal be unable to continue as a going concern.


NOTE 3 - REVERSE MERGER AND PRO FORMA INFORMATION

On September 10, 2002, MicroSignal entered into an Agreement and Plan of
Reorganization and exchanged 100% of MicroSignal shares for 17,051,344 shares of
Pro Glass or 94% of Pro Glass. Prior to the merger, Pro Glass sold its
operations to its CEO and changed its name to MicroSignal Corporation. For
accounting purposes this transaction was treated as an acquisition of Pro Glass
and a recapitalization of MicroSignal. MicroSignal is the accounting


<PAGE>

acquirer and the results of its operations carry over. Accordingly, the
operations of Pro Glass are not carried over and are adjusted to $0.

There are no pro forma results of operations of Pro Glass since MicroSignal's
operations carryforward.

Pro forma information giving effect to the acquisition as if the acquisition
took place on December 31, 2001 is presented as follows:

<TABLE>
<CAPTION>
                                                     Historical                              Pro-Forma
                                         -----------------------------------    -------------------------------------
                                           Pro Glass           MicroSignal
                                            9/30/01              12/31/01          Adjustments             Total
                                         ---------------     ---------------    -----------------    ----------------
<S>                                      <C>                 <C>                <C>                  <C>
Cash                                     $        25,432     $        2,709     $       (25,432)     $        2,709
Accounts receivable                               52,052                  -             (52,052)                  -
Other receivable                                     997                  -                (997)                  -
Due from Cal Alta                                138,831                  -            (138,831)                  -
Inventory                                         14,594                  -             (14,594)                  -
Earned discounts rec.                             11,534                  -             (11,534)                  -
Prepaid expenses                                   5,517                  -              (5,517)                  -
Income tax benefit                               100,132                  -            (100,132)                  -
                                         ---------------     ---------------    -----------------    ----------------
                                                 349,088              2,709            (349,088)              2,709

Property and equipment, net
                                                  16,511                  -             (16,511)                  -
Patent                                                 -              9,546                   -               9,546
Investment                                       150,000                  -            (150,000)                  -
Net intangible asset                             122,709                  -            (122,709)                  -
                                         ---------------     ---------------    -----------------    ----------------
                                         $       638,307     $       12,255     $      (638,307)     $       12,255
                                         ===============     ===============    =================    ================

Accounts payable                         $        80,022     $       11,000     $       (80,022)     $       11,000
GST payable                                        1,201                  -              (1,201)                  -
Salary payable                                    10,942                  -             (10,942)                  -
Accrued expenses                                       -            138,292                   -             138,292
Lease payable                                          -             38,650                   -              38,650
Accrued interest payable                               -            603,124                   -             603,124
Notes payable                                          -            615,339                   -             615,339
Notes payable - shareholder
                                                       -          1,361,750                   -           1,361,750
Deposits                                               -             40,000                   -              40,000
                                         ---------------     ---------------    -----------------    ----------------
                                                  92,165          2,808,155             (92,165)          2,808,155
                                         ---------------     ---------------    -----------------    ----------------

Common stock                                      23,166            439,534             (23,166)            439,534
Additional paid in capital
                                                 830,151          1,099,089            (830,151)          1,099,089
Accumulated deficit                             (305,529)        (4,334,523)            305,529          (4,334,523)
Foreign currency translation adj.
                                                  (1,646)                 -               1,646                   -
                                         ---------------     ---------------    -----------------    ----------------
                                                 546,142         (2,795,900)           (546,142)         (2,795,900)
                                         ---------------     ---------------    -----------------    ----------------
                                         $       638,307     $       12,255     $      (638,307)     $       12,225
                                         ===============     ===============    =================    ================
</TABLE>


The pro forma presentation and adjustments reflect the following items:

o    Elimination of all equity accounts of Pro Glass, since MicroSignal is the
     accounting acquirer.
o    Elimination of all the accounts of Pro Glass to reflect the sale of its
     operations to its CEO.

<PAGE>


o    The common stock and additional paid in capital amounts and retained
     deficit are decreased for the net liabilities assumed from Pro Glass in the
     merger. The net liabilities acquired were $0.


NOTE 4 - PROPERTY AND EQUIPMENT

At December 31, 2002, property and equipment consisted of the following:

<TABLE>
<CAPTION>
                                                           Useful Lives           Amount
                                                           ------------           ------
<S>                                                                  <C>     <C>
      Computer and demo equipment                                    3-5     $       436,179
      Furniture and fixtures                                           7               8,193
      Software                                                         5             150,048
                                                                             ---------------
                                                                                     594,420
      Less: accumulated depreciation and amortization                                594,420
                                                                             ---------------
                                                                             $             -
                                                                             ===============
</TABLE>



NOTE 5 - NOTES PAYABLE

MicroSignal has various notes with individuals, financial institutions and
shareholders. All of these notes are delinquent as of December 31, 2002. The
notes bear interest at rates ranging from 8% to 10% and are unsecured.


NOTE 6 -WARRANTS

MicroSignal has 746,874 warrants outstanding that were granted in connection
with the private placement memorandums.


NOTE 7 - INCOME TAXES

Deferred taxes are determined based on the temporary differences between the
financial statement and income tax bases of assets and liabilities as measured
by the enacted tax rates which will be in effect when these differences reverse.

The components of deferred income tax assets (liabilities) at December 31, 2002,
were as follows:

                                                          Amount
                                                     ---------------
      Net operating loss carryforwards               $     1,480,000
      Valuation allowance                                 (1,480,000)
                                                     ---------------
      Net deferred tax assets                        $            --
                                                     ===============

At December 31, 2002, MicroSignal had a net operating loss carryforwards for
federal income tax purposes totaling approximately $4,300,000 which, if not
utilized, will expire in the years 2014 through 2022.


NOTE 8 - RELATED PARTY TRANSACTIONS

During 2001, MicroSignal paid an entity affiliated with the former Chairman of
the Board and CEO $19,969 for consulting services.



<PAGE>

NOTE 9 - COMMITMENTS

MicroSignal entered into a lease in October 2002 for office space located in
Pittsburgh, Pennsylvania on a three year lease term through September 2005. The
monthly rental payment is $1,854 and the future minimum lease payments are as
follows:

    December 31,                                    Amount
                                               ---------------
    2003                                       $     22,248
    2004                                             22,248
    2005                                             16,686

Rent expense for the years ended December 31, 2002 and 2001 totaled $3,706 and
$0 respectively.


EMPLOYMENT AGREEMENTS

On July 1, 2002, MicroSignal entered into an employment agreement with its Chief
Executive Officer. The two-year agreement provides for annual salaries of
$90,000 and $100,000 for each of the two years, plus incentives and certain
employee benefits, as defined by the agreement. The agreement also provides for
200,000 shares of common stock.


<PAGE>


                              FORM OF CERTIFICATION
                       PURSUANT TO RULE 13a-14 AND 15d-14
              UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
                                  CERTIFICATION

I, Matthew G. McConaghy, certify that:
1. I have reviewed this annual report on Form 10-KSB of MicroSignal Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I am responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
     (a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;
     (b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days of the filing date of this annual report
(the "Evaluation Date"); and
     (c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
the registrant's board of directors (or persons performing the equivalent
functions):
     (a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize, and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
     (b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls.
6. The registrant's other certifying officer and I have indicated in this annual
report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: March 30, 2003                /s/ Matthew McConaghy
                                    Name: Matthew G. McConaghy
                                    Title: President and Chief Executive Officer


<PAGE>


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of MicroSignal Corporation on Form 10-KSB
for the period ended December 31, 2002 as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), each of the undersigned, in the
capacities and on the dates indicated below, hereby certifies pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that to the best of his knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operation of the Company.

                                    /s/ Matthew McConaghy
                                    Matthew G. McConaghy, President and
                                    Chief Executive Officer
Dated: March 30, 2003