SecProbe.io

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Mail Stop 3561

      August 31, 2005

Roland Bryan
President, CEO and Chairman
MachineTalker, Inc.
513 De La Vina Street
Santa Barbara, California  93101

	RE:  	MachineTalker, Inc.
      Registration Statement on Form SB-2
      Filed August 1, 2005
      File No. 333-122822

Dear Mr. Bryan:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General
1. Please update the financial statements included in your filing
in
accordance with the requirements of Item 310(g) of Regulation S-B.
2. Please tell us whether you are relying on Rule 415, and, if so,
please include the Rule 415 box and related paragraph concerning
Rule
415 on the first page of your Form SB-2.  We note that you have
included the Rule 415 undertaking under Item 512(a) of Regulation
S-B
and your disclosure in the prospectus suggests the selling
stockholders are offering the securities for resale on a
continuous
basis.
1.
Prospectus Cover Page
3. You state that you have applied to "list" your securities on
the
OTC Bulletin Board.  Revise here and elsewhere to make clear that
securities are approved for quotation on the OTC Bulletin Board,
not
listed for trading.
4. Limit your prospectus cover page to the information required by
Item 501 of Regulation S-B.  In this regard, you should remove
from
this page your second paragraph.  In addition, please delete the
paragraph that details your business and rely on the discussion of
your business in your prospectus summary and elsewhere.

Prospectus Summary Information, page I-3
5. To ensure that you provide a balanced discussion, please
discuss
the following in the summary:

* that your auditors have raised a concern as to your ability to
continue as a going concern;
* the amount of your net losses for the last two fiscal years and
periods in 2005; and
* the limited extent of your operations and revenues.
6. To assist investors in understanding your technology and
business,
please briefly explain in easy-to-understand terms what you mean
by
"smart" security networks and "dumb" detectors or nodes.  Also
give a
brief, concrete example of how a customer uses your product.

Risk Factors, page I-4

	General
7. Make sure that each risk factor caption reflects the risk that
you
discuss in the text.  Do not merely state a fact about the
transaction or your business, such as "We may fail to complete
development of our smart security network technology" (page I-5)
and
"We may not be able to protect our trademarks" (page I-5).
These are only examples.  Revise throughout to succinctly identify
in
your captions the risks that result from the facts and
uncertainties.
Potential investors will be better able to read the risk factor
captions and come away with an understanding of what the risk is
and
the result of the risk as it specifically applies to this
transaction
and your company.
8. Include a risk factor that discusses the significance of the
auditors` going concern qualification in its report and why the
circumstances pose a risk to your investors.
9. We note your statement on page I-34 in management`s discussion
and
analysis that you expect revenue "to exceed operating costs in the
foreseeable future because of the adoption of [y]our product line
by
a significant customer."  Include a risk factor that discusses the
degree to which you can rely on customer orders for revenues; for
example, do you have long-term contracts with this significant
customer or any other customers?  Are they able to terminate their
relationship with you on little or no notice?  Do they have to
purchase a particular volume from you?

We have a limited operating history..., page I-5
10. We note your statement "We only recently commenced selling our
wireless control smart security system."  Also indicate here how
much
in revenues you have generated from such sales and when the first
sale occurred.

We may not be able to successfully develop or protect our
proprietary
rights, page I-5
11. Please delete the mitigating language "While we have filed a
patent application for that technology and plan to file for patent
and copyright protection whenever warranted."
12. We note your statement that you "have not yet been granted a
patent for [y]our smart security network technology."  Please note
the degree to which your business depends on your smart security
network technology and your being able to utilize it.   Describe
the
risk posed by your not having the protection of a patent for your
technology.

Our failure to meet our financial obligations..., page I-8
13. Expand your disclosure to include the likelihood of occurrence
so
that investors can assess the degree of risk.  Have you had
difficulty in the past paying for materials and services for your
business on a timely business?  Have your assets been subject to
liens in the past, and are they currently?

Possible Risks of Fraud and Abuse in the Market for Penny Stocks,
page I-10
14. Please remove your attribution to the Commission of the
description of the market for penny stocks and patterns in abuse.

Dilution, page I-12
15. Please disclose and quantify the further dilution to new
investors that will occur upon exercise of your outstanding stock
options.

Selling Security Holders, page I-12
16. Tell us whether any of the selling stockholders are broker-
dealers or affiliates of broker-dealers.  We may have further
comments based upon your response.
17. Identify the natural persons who have voting or investment
control of BRP Enterprises.

MachineTalker, Inc., page I-23

General
18. Describe at the outset whether or not your operations
currently
primarily concern developing and marketing your technology, rather
than realizing significant sales.  For instance, under "Field
Sales
Force" on page I-29, you state that "MTI has chosen to use a
direct
sales force because our large accounts require considerable
customer
education and post-sales support...," which implies that you have
large accounts.  Also, disclose the number of customers you have.
19. Also, clarify the extent to which your technology already has
been used by customers, in demonstrations, or in research and
development, to support your statements throughout this business
section concerning the various general uses of your technology.

History, page I-23
20. Indicate that you previously had an obligation to file
periodic
reports from 2002 to the time that you filed your Form 15 in 2004,
that you failed to file annual, quarterly and current reports with
the Commission beginning with the annual report for the fiscal
year
ended December 31, 2002, and why you failed to do so.
21. Explain what you mean on page I-23 by a "provisional patent,"
and
note to what technological aspect of your business it concerns.
22. To assist investors in understanding how your business
operates,
please illustrate, in a very basic and concrete fashion, how a
typical customer uses each of your general services.

Proprietary Technology, page I-25
23. Indicate the current status of your patent application and how
long you believe the patent application process will take.

Applications for Machine Talker Smart Security Network Technology,
page I-27
24. Describe the material terms of the Kellogg, Brown & Root
agreement.  Discuss what you provide, for what consideration, when
your performance began, and when the agreement expires.  Clarify
whether you have an agreement with NASA or an agreement with a
contractor of NASA, and then similarly provide a description of
the
material terms of that agreement.  We note that the exhibits you
have
filed suggest that the former agreement`s term has expired and
that
it is not clear whether the latter went further than the proposal
stage.

Competition, page I-30
25. Describe in greater detail how you expect to compete with
these
larger companies given your limited resources.  Disclose your
competitors` relative size and market share.  Please also clarify
why
you believe that your "ad-hoc wireless network approach" will
distinguish your security systems from the competition.

Management`s Discussion and Analysis, page I-32

Current Overview, page I-34

Results of Operations for the Three Months Ended March 31,
2005...,
page I-34
26. Much of your disclosure here is merely recitation of changes
in
line items from the financial statements.  You are required also
to
discuss your analysis of the reasons for those changes.
Additionally,
disclose any material effects reasonably likely to result from
known
trends, commitments and uncertainties.  Please generally revise
this
section and consider Securities Act Release No. 33-8350 (December
19,
2003), which is available on our website.  As one example, you
state,
"[w]hile currently operating costs exceed revenue because sales
are
not yet significant, revenue is expected to eventually exceed
operating costs in the foreseeable future because (1) quantity
sales
to OEMs and (2) licensing of SMMP(R) to systems integrators is
expected to occur."  Describe when and why you expect such sales
and
licensing to occur so that your revenues will exceed operating
costs.
Please also discuss your ability to continue as a going concern
and
disclose what steps management intends to take to remove the going
concern qualification from the audit opinion.

27. We note your disclosure that "the Company received a large
milestone payment in December 2004, and expects additional
milestone
payments in the second quarter of 2005."  Please disclose how much
this milestone payment was and the name of the customer.  Tell us
why
you believe it is appropriate to recognize the full amount of this
payment as revenue in 2004 and refer to your basis in the
accounting
literature.  Please also update your disclosure regarding these
milestone payments through the second quarter.
28. We note your statement on page I-35 that you "are currently
incurring operating deficits which are expected to continue until
June 30, 2006."  Please note why June 30, 2006 is significant.
Also,
quantify your capital expenditures for the next twelve months and
describe your expected source of funds for such expenditures.

Executive Compensation, page I-36
29. Please revise your summary compensation table to include the
four
most highly compensated executive officers other than the CEO who
were serving as executive officers at the end of the last
completed
fiscal year.  See Items 402(a) and (b) of Regulation S-B. We note
that Mr. Nadler is not included in the table.
30. In the notes to your summary compensation table on page I-36,
you
state that your executive officers forwent portions of their
salaries
in 2003 and 2004.  Please confirm to us in your response letter
that
your obligation to pay those portions of their 2003 and 2004
salaries
was extinguished when the officers made the decision to forego
them
and that you have no current or future obligation to pay those
portions.
31. Please include the option grants table described in Item
402(c)
of Regulation S-B.  We note that Mr. Nadler was issued options in
the
last fiscal year, and it is not apparent whether Messrs. Bryan and
Kleveland were also issued options last year.

Glossary, page I-37
32. Please refer to Rule 421(b)(3) of Regulation C which specifies
that you should not include a glossary unless the meaning of terms
in
the prospectus is unclear from the context and only if it
facilitates
understanding of the disclosure.  Consider explaining the meaning
of
a term, to the extent it needs to be explained, the first time the
term appears in the prospectus, rather than relying on a glossary.

Additional Information, page I-38
33. Revise to include the current address of our public reference
room in Washington, D.C. at 100 F. Street, N.E.
Financial Statements for three months ended March 31, 2005

4. Stock Options, page F-9
34. We refer to your discussion of the grant of a total of
3,817,000
warrants to ten individuals for marketing services rendered with a
fair value of $23,404.  Tell us how this transaction was reflected
in
your Statement of Cash Flows.

Financial Statements for the years ended December 31, 2004 and
2003

2. Summary of Significant Accounting Policies

Revenue Recognition, page F-17
35. We note your statement that you are in the process of
developing
and implementing accrual-based revenue recognition policies.  Tell
us
how you accounted for all of your revenue during the fiscal year
ended 2004 and fiscal quarter(s) ending 2005, and provide your
reference(s) to relevant accounting literature.  Revise your
accounting policy to accurately reflect your revenue recognition.

Item 26. Recent Sales of Unregistered Securities, page II-1
36. Where you issued common stock in exchange for services, please
state what the services have been and who has been rendering them
to
you.

Signatures, page II-4
37. Indicate which executive officer is signing in the capacity of
principal accounting officer or controller.  See Instructions for
signatures to Form SB-2.

Exhibits
38. We note counsel`s opinion concerns the shares covered by the
prospectus, which is defined as the "Prospectus, dated August 1,
2005."  Please note that the legality opinion must concern the
shares
being registered as of effectiveness of the registration statement
and that, because of the way in which the term prospectus has been
defined, counsel`s date reference concerning the prospectus would
have to be updated with each pre-effective amendment to the
registration statement.
39. On the cover of Attachment A to the Kellogg Brown & Root
agreement filed as exhibit 10.2, you include the parenthetical
"Redacted pursuant to Rule 406 of Regulation C of the Securities
Act."  We also note your disclosure in footnote 1 of your exhibit
list that "[t]he Company may file a request for confidential
treatment . . ."  (emphasis added)  Please either refile the
exhibit
with the redacted portions included or submit an application for
confidential treatment to request the redaction of this
information.
For guidance refer to Rule 406 and Staff Legal Bulletin No. 1A
(Feb.
28, 1997 with the July 11, 2001 addendum).  If you file a
confidential treatment request rather than refile your agreement
in
its entirety, please also revise footnote 1 to state that certain
portions of the exhibit have been omitted based upon a request for
confidential treatment.  You should also note in your footnote
that
the non-public information has been filed with the Commission.
Please be advised that we will not act on any request for
acceleration of effectiveness until we have cleared comments on
the
request for confidential treatment.

*	*	*	*

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
resp