SecProbe.io

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RICHARDSON
& ASSOCIATES
ATTORNEYS AT LAW
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                               September 27, 2005

VIA AIR COURIER
---------------

Larry Spirgel, Assistant Director
United States Securities and Exchange Commission
Washington D.C. 20549
Mail Stop 3561

         Re:   MachineTalker, Inc. - Registration Statement on Form SB-2 Filed
               on August 1, 2005 As Amended on September 23, 2005 - File
               Number 333-127080
               ----------------------------------------------------------------

Dear Mr. Spirgel:

         Enclosed are three redlined  copies and three clean copies of the above
referenced  Registration Statement on Form SB-2. We have the following responses
to your  comments,  dated  August 31,  2005,  with  respect to the  Registration
Statement on Form SB-2 filed by MachineTalker, Inc. (the "Company"):

         1. We have updated the financial  statements  included in our filing by
replacing the financial statements for the three months ended March 31, 2005 and
March 31, 2004 with financial  statements for the six months ended June 30, 2005
and June 30, 2004 as required by Item 310(g) of Regulation S-B.

         2. We are  relying  on Rule  415 and  have  added  the Rule 415 box and
related  paragraph  concerning  Rule 415 on the first  page of our  Registration
Statement on Form SB-2.

         3. We have  revised  the  prospectus  cover  page  and  page I-3 of the
prospectus to make clear that  securities  are approved for quotation on the OTC
Bulletin Board, not listed for trading.

         4. We have deleted the second and third paragraphs on page I-1 to limit
our prospectus cover page to the information  required by Item 501 of Regulation
S-B.

         5. We have included a discussion  of the Company's  ability to continue
as a going  concern  and the  limited  extent of the  Company's  operations  and
revenues  and added the  amount of the  Company's  net  losses  for the last two
fiscal years and periods in 2005 on page I-4.

         6. On page I-3, we have  removed the  reference  to "dumb"  detector or
nodes,  provided an  easy-to-understand  explanation  of what we mean by "smart"
security  networks,  and included a concrete  example of how a customer uses the
Company's product.

        233 WILSHIRE BOULEVARD, SUITE 820, SANTA MONICA, CALIFORNIA 90401
                TELEPHONE (310) 393-9992 FACSIMILE (310) 393-2004
<PAGE>

Larry Spirgel, Assistant Director
United States Securities and Exchange Commission
September 27, 2005
Page 2 of 5

         7. We have  revised  our  risk  factor  captions  to  reflect  the risk
discussed in the text more accurately.

         8. On  page  I-9,  we  have  added a risk  factor  that  discusses  the
auditor's going concern qualification.

         9. On  page  I-8,  we  have  added a risk  factor  that  discusses  our
dependence on our limited  number of large  customers.  We have also revised our
statement on page I-34 in management's  discussion and analysis that the Company
expects revenue "to exceed operating costs in the foreseeable  future because of
the adoption of [the Company's] product line by a significant  customer" because
the Company has concluded that it cannot  determine with sufficient  accuracy if
or when revenue will exceed operating costs.

         10. We have added the amount of revenues  generated by the Company from
wireless  control  smart  security  system  sales,  and the  date on  which  the
Company's first such sale occurred,  to the risk factor previously  entitled "We
have a limited  operating  history and cannot assure the acceptance of our smart
security network technology" on page I-6.

         11. We have  deleted  the  following  phrase on page I-7 "While we have
filed a patent  application  for that technology and plan to file for patent and
copyright protection whenever warranted...."

         12. We have added  language to the risk  factor on page I-7  previously
entitled "We may not be able to successfully  develop or protect our proprietary
rights" to describe  the  Company's  dependence  on its smart  security  network
technology  and the risk posed by not having the  protection of a patent for the
technology.

         13. We have added  language to the risk factor on page I-11  previously
entitled  "Our  failure to meet our  financial  obligations  could  subject  our
business to liens" to discuss the likelihood of such an occurrence.

         14.  We  have  deleted  the   attribution  to  the  Commission  of  the
description of the market for penny stocks and patterns of abuse on page I-13.

         15. We have added a paragraph to the section entitled  "DILUTION" and a
column to the table in the section entitled  "DILUTION" on page I-16 to show the
further  dilution to  investors  incurred  upon the  exercise  of the  Company's
outstanding stock options and warrants.

         16. None of the selling  stockholders are  broker-dealers or affiliates
of broker-dealers.

<PAGE>

Larry Spirgel, Assistant Director
United States Securities and Exchange Commission
September 27, 2005
Page 3 of 5

         17. The natural  person who has voting or  investment  control over BRP
Enterprises is Bruce Pennell.

         18. We have added  language to the  beginning  of the section  entitled
"MACHINETALKER,  INC." on page I-31 which  describes  the current  status of the
Company's  operations and its customer base. We have also revised the subsection
entitled  "Field  Sales  Force" on page I-29 to  reflect  the  Company's  recent
decision  to forgo a direct  sales  force in the near term and focus on being an
OEM provider.

         19.  We have  also  added  language  to the  beginning  of the  section
entitled  "MACHINETALKER,  INC." on page I-31 which  describes how the Company's
technology is being tested and utilized by customers.

         20. We have revised the subsection  entitled  "History" on page I-32 to
include a sentence about the Company's prior obligation to file periodic reports
from 2002 until the time the Company  filed its Form 15 in 2004,  the  Company's
failure to file such periodic reports, and the reasons for the Company's failure
to file such periodic reports.

         21. We have removed the phrase "provisional patent" from the subsection
entitled "History" on page I-32, since the provisional patent, which is a notice
filing  of an  intent  to file for a  patent,  has  expired  and the  technology
underlying the provisional patent is not used by the Company in its business.

         22. We have  added a  description  of how a typical  customer  uses the
Company's product to the subsection entitled "History" on page I-32.

         23. We have added a sentence to the  subsection  entitled  "Proprietary
Technology"  on  page  I-34  regarding  the  status  of  the  Company's   patent
application.  The  Company  cannot  estimate  at this  time how long the  patent
application process will take because the Company has not yet received its first
office action from the United States Patent and Trademark Office.

         24. We revised the subsections entitled "Application for Kellogg, Brown
& Root" and "NASA Project" on page I-37 to include  descriptions of the material
terms of the Kellogg, Brown & Root agreement and NASA agreement, respectively.

         25. We have modified the subsection  entitled  "Competition" to discuss
how the Company  intends to compete with larger  companies and how the Company's
security system is  distinguishable  from the competition.  The Company does not
have the  resources to  investigate  the  relative  size and market share of its
competitors.

<PAGE>

Larry Spirgel, Assistant Director
United States Securities and Exchange Commission
September 27, 2005
Page 4 of 5

         26. We have modified the section entitled "Management's  Discussion and
Analysis" to provide an analysis of the reasons for the changes in the financial
statements.  As stated in our answer to Comment No. 9, the Company has concluded
that it cannot determine with sufficient accuracy if or when revenue will exceed
operating   costs,  so  we  have  eliminated  such  references   throughout  the
prospectus.  We have also added a discussion  regarding the Company's ability to
continue as a going concern and the steps  management  intends to take to remove
the going concern qualification from the audit opinion.

         27. We have disclosed the amounts of the milestone payments received by
the Company  through the second  quarter of 2005 and the names of the  customers
from  which the  Company  received  such  payments  on pages I-37 and I-38 under
MACHINETALKER,  INC. - Application  for Kellogg,  Brown & Root and NASA Project.
The Company believes that it appropriately  recognized the milestone payments in
2004 and in the  second  quarter  of 2005  because  the  Company  delivered  the
products for which it received payment and the earning process was completed.

         28. We have removed the  reference  to June 2006 from the  statement on
page I-48 that the Company is "currently  incurring operating deficits which are
expected to continue until June 30, 2006." June 30, 2006 is not  significant and
the Company has concluded that it cannot determine with sufficient  accuracy for
the length of time that it will continue to incur operating deficits. We added a
discussion  regarding the Company's  planned capital  expenditures  for the next
twelve months on page I-48.

         29. Mr. Nadler is not an executive officer of the Company.  He is a key
employee.  The Company  currently has two executive  officers,  both of whom are
disclosed on the summary compensation table.

         30. The  Company's  obligation  to pay the  portions  of the  executive
officers'  salaries  which the executive  officers  forwent in 2003 and 2004 was
extinguished when the officers made the decision to forego them. The Company has
no current or future obligation to pay any portion of the forwent salaries.

         31. Mr. Nadler is not an executive  officer of the Company.  No officer
or director of the Company has been issued  options.  Accordingly,  the table of
stock option grants described in Item 402(c) of Regulation S-B is not required.

         32. We have removed the glossary from the prospectus.

         33. We have  revised page I-51 to include the  Securities  and Exchange
Commission's current address.

<PAGE>

Larry Spirgel, Assistant Director
United States Securities and Exchange Commission
September 27, 2005
Page 5 of 5

         34. The  transaction was reflected in the Statement of Cash Flows under
accrued expenses.

         35. The Company's revenue recognition  practices comply with Securities
and Exchange  Commission (SEC) staff bulletin No. 104,  "Revenue  Recognition in
Financial  Statements."  Revenues  are  recognized  at the time of  shipment  of
products,  provided that evidence of an  arrangement  exists,  title and risk of
loss have passed to the customer, fees are fixed or determinable, and collection
of the related receivable is reasonably assured.

         36. We have revised the section  entitled "RECENT SALES OF UNREGISTERED
SECURITIES"  on page II-2 to reflect  the types of  services  and  providers  of
services  with  respect to which  shares of common stock have been issued by the
Company.

         37. Mr. Roland Bryan is the Chief Financial  Officer of the Company and
will be signing in the capacity of principal  accounting  officer or controller.
The signatures on page II-6 have been modified accordingly.

         38. We have  corrected the way in which the term  prospectus is defined
in our opinion letter so that our date reference  concerning the prospectus will
not have to be updated with each  pre-effective  amendment  to the  Registration
Statement.

         39. We have  submitted an  application  for  confidential  treatment to
redact  information  from the Kellogg,  Brown & Root agreement  filed as Exhibit
10.2 to the Registration Statement and have revised footnote 1 accordingly.

                             Yours very truly,

                             \s\ Mark J. Richardson, Esq.
                             --------------------------------------------
                             Mark J. Richardson, Esq.
                            for Richardson & Associates

<PAGE>

   As filed with the Securities and Exchange Commission on September 27, 2005

                                                Registration No. _______________

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

                                 Amendment #1 to

                                    FORM SB-2
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               MachineTalker, Inc.
                        -------------------------------
                 (Name of small business issuer in its charter)

                        Commission File Number:333-127080

       Delaware                          3823                      01-0592299
(State or jurisdiction of      (Primary Standard Industrial    (I.R.S. Employer
incorporation or organization) Classification Code Number)   Identification No.)

            513 De La Vina Street, Santa Barbara, California 93101
                                 (805) 957-1680
          (Address and telephone number of principal executive offices)

             513 De La Vina Street, Santa Barbara, California 93101
(Address of principal place of business or intended principal place of business)

     Roland F. Bryan, 513 De La Vina Street, Santa Barbara, California 93101
                                 (805) 957-1680
            (Name, address and telephone number of agent for service)

                                   Copies to:

                             RICHARDSON & ASSOCIATES
                            MARK J. RICHARDSON, Esq.
                        233 Wilshire Boulevard, Suite 820
                         Santa Monica, California 90401
                                 (310) 393-9992

Approximate  date of proposed sale to the public:  As soon as practicable  after
the  effective  date of this  registration  statement.

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the  Securities  Act  registration  statement  number of the  earlier  effective
registration statement for the same offering. [ ]

<PAGE>

If this Form is a  post-effective  amendment filed pursuant to Rule 462(c) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering.[ ]

If this Form is a  post-effective  amendment filed pursuant to Rule 462(d) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering. [ ]

If delivery  of the  prospectus  is expected to be made  pursuant to Rule 434,
check the following box. [ ]

If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933 check the following box. [X]

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
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              Tile of each                                          Proposed                 Proposed
           class of securities                Amount to         ma