SecProbe.io

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
RICHARDSON
& ASSOCIATES
ATTORNEYS AT LAW
--------------------------------------------------------------------------------

                                October 11, 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 27, 2005
                  and October 11, 2005 - File Number 333-127080
                  ----------------------------------------------------------

Dear Mr. Spirgel:

         Enclosed are three redlined  copies and three clean copies of the above
referenced  Amendment to the  Registration  Statement on Form SB-2.  We have the
following  responses to your  comments,  dated October 5, 2005,  with respect to
Amendment  No.  1  to  the   Registration   Statement  on  Form  SB-2  filed  by
MachineTalker, Inc. (the "Company") on September 27, 2005:

     1. We have added footnote No. 6 on page I-20 which identifies Bruce Pennell
as the natural person who has voting or investment control over BRP Enterprises.

     2. We have revised the  discussion of the results of operations for the six
months ended June 30, 2005 as compared to the six months ended June 30, 2004 and
fiscal  year ended  December  31,  2004 as  compared  to the  fiscal  year ended
December  31, 2003 on pages I-46 to I-47 to  quantify  the impact of each factor
contributing to significant increases or decreases in particular line items when
multiple factors are involved.

     3. The amounts of research and development  should not be attributed to the
cost of revenue because the majority of the activities were incurred on pure and
applied research. Any amounts attributable to the KBR or NASA contracts would be
insignificant for financial statement presentation.

     4. We have added the word "equipment"  between  "significant"  and "capital
expenditures"  on page I-48. The Company  intended its statement that it "do[es]
not anticipate,  however,  any  significant  capital  expenditures"  to refer to
equipment  expenditures.  Consistent  with our  disclosure  on page I-6 that the
Company "intend[s] to invest heavily in completing development of and enhancing

        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
October 11, 2005
Page 2 of 3

[its]  smart  security  network  technology,"  the  Company  does expect to make
capital  expenditures in marketing and research and  development.  We have added
language on page I-48 to address these planned expenditures.

     5. We have deleted the  statement  in Note 2 of the Notes to the  Financial
Statements for December 31, 2004 and 2003 that the Company is "in the process of
developing  and  implementing  accrual based revenue  recognition  policies" and
updated the Company's revenue recognition policy accordingly.

     6. The Company recognizes  revenue when services are performed,  and 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.
Accordingly,  the Company  recognized  revenue for milestones  billed during the
year ended  December 31, 2004 and in the second  quarter of 2005 with respect to
KBR as follows:  (A) In December 2004,  deliverable one for project  initiation,
team assignment,  and statement of work was delivered and billed at $60,000,  at
which time the Company recognized the revenue.  The Company received payment for
the same in February 2005. (B) In December 2004, deliverable two for the project
specification  was  delivered  and billed at $60,000,  at which time the Company
recognized the revenue.  The Company  received  payment for the same in February
2005. (C) In December 2004, deliverable three for the sensor/detector evaluation
was completed and billed at $60,000,  at which time the Company  recognized  the
revenue.  The Company  received  payment for the same in February  2005.  (D) In
April 2005,  deliverable  four for the user's guide was  completed and billed at
$60,000, at which time the Company recognized the revenue.  The Company received
payment for the same in May 2005. (E) In June 2005, deliverable five for project
completion  was billed at  $60,000,  at which time the  Company  recognized  the
revenue.  The Company received payment for the same in September 2005. There are
no remaining performance obligations with respect to KBR.

         The Company  recognized  revenue for milestones  billed during the year
ended December 31, 2004 and in the first quarter of 2005 with respect to NASA as
follows:  (A) In August 2004,  deliverable one for completion of the development
of the  application  software and display  software  for the ground  station was
billed at  $25,000,  and we  received  payment  for the same,  at which time the
Company recognized the revenue. (B) In March 2005, deliverable two for the units
shipped was billed at $15,000, at which time the Company recognized revenue. The
Company  received  payment  for  the  same  in  August  2005.  There  is a third
deliverable  which will be billed in October  2005,  at which point there are no
remaining  performance  obligations  with  respect  to  NASA.

     7. We considered  paragraphs 2, 7 and 8 of SOP 97-2 and determined that the
software is incidental to the product as a whole and, although necessary for the
product to function,  is not a significant factor in the purchasing  decision of
the customer.  The Company  recognizes  product  revenue when the Company has an
executed  license  agreement  with the customer,  the software  product has been
delivered,  the  amount  of the fees to be paid by the  customer  is  fixed  and

<PAGE>

Larry Spirgel, Assistant Director
United States Securities and Exchange Commission
October 11, 2005
Page 3 of 3

determinable,  and  collection  of these fees is deemed  probable.  The  Company
considers  fees related to  arrangements  with payment  terms  extending  beyond
twelve  months  not to be  fixed  or  determinable.  If the fee is not  fixed or
determinable,  revenue  is  recognized  as the  payments  become  due  from  the
customer.  If collectibility is not considered  probable,  revenue is recognized
when the fee is  collected.  The revenue  allocable to the  software  license is
recognized when the product revenue criteria are met.

     8. Please see our response to Comment No. 7.

     9. Original equipment manufacturers do not presently have a right to return
unsold products to the Company.  Accordingly, the Company will recognize revenue
from the sale of products to original  equipment  manufacturers  upon  shipment,
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.  We have  revised  the  subsection
entitled "Revenue  Recognition" on page I-45 to include our policy regarding the
return of products by original equipment manufactures.

     10. We have  corrected  our  opinion  letter to opine  with  respect to the
issuance of the shares under Delaware law.

                             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 October 11, 2005

                                                Registration No. 333-127080

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

                                 Amendment #2 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
----------------------------------------------------------------------------------------------------------------------------------
              Tile of each                                          Proposed                 Proposed
           class of securities                Amount to         maximum offering        maximum aggregate          Amount of
            to be registered                be registered        price per unit           offering price        registration fee
----------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                    <C>                    <C>                    <C>
Common Stock, par value $0.001 per share      73,367,050             $0.10                  $7,336,705             $ 929.56*
(1)
----------------------------------------------------------------------------------------------------------------------------------
                                    Total     73,367,050             $0.10                  $7,336,705             $ 929.56*
----------------------------------------------------------------------------------------------------------------------------------
*Already paid.
</TABLE>

The registrant hereby amends this  registration  statement on such date or dates
as may be necessary to delay its effective date until the registrant  shall file
a further amendment which specifically  states that this registration  statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of  1933  or  until  the  registration  statement  shall  become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.

THE INFORMATION CONTAINED IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY
BE CHANGED.  WE MAY NOT SELL THESE SECURITIES  UNTIL THE REGISTRATION  STATEMENT
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PRELIMINARY
PROSPECTUS  IS NOT AN OFFER  TO SELL  NOR  DOES IT SEEK AN  OFFER  TO BUY  THESE
SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

<PAGE>
Subject to Completion Date of Prospectus

                                   PROSPECTUS

                               MACHINETALKER, INC.

                        73,367,050 shares of Common Stock

                               MachineTalker, Inc.
                              513 De La Vina Street
                         Santa Barbara, California 93101

                                  The Offering

         The shares covered by this  Prospectus are comprised of an aggregate of
73,367,050  shares  of the  common  stock,  par value  $0.001  per  share,  (the
"Shares") of  MachineTalker,  Inc., a Delaware  corporation  ("MTI"),  which are
being   offered   for   sale  by  135   shareholders   of  MTI   (the   "Selling
Securityholders").  We will not  receive  any of the  proceeds  from the sale of
Shares by the Selling Securityholders. This is MTI's initial public offering. No
public market  currently  exists for our common stock. As of September 15, 2005,
there are 159,017,050 shares of common stock  outstanding.  We have concurrently
applied to be quoted on the OTC Bulletin Board. A $0.10 per share price for sale
of shares has been determined  arbitrarily prior to OTC Bulletin Board approval,
and prices may  thereafter be  negotiated  variably by each  individual  Selling
Securityholder at the time of any sale, after a public market exists, if ever it
does. See "Plan of Distribution."

                           Anticipated Trading Symbol:
                     Over the Counter Bulletin Board - MTKR

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

         This  investment  involves a high degree of risk.  You should  purchase
Shares only if you can afford a complete loss.  See "Risk Factors"  beginning on
page 6.

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these  securities,  or determined if this
Prospectus  is truthful or  complete.  Any  representation  to the contrary is a
criminal offense.

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

                                      I-1
<PAGE>

                                TABLE OF CONTENTS

Prospectus Summary Information                                             I-3
Risk Factors                                                               I-6
Use of Proceeds                                                            I-15
Determination of Offering Price                                            I-15
Capitalization                                                             I-15
Dilution                                                                   I-16
Selling Securityholders                                                    I-17
Plan of Distributi