SecProbe.io

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<TYPE>CORRESP
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<FILENAME>filename1.txt
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RICHARDSON
& ASSOCIATES
ATTORNEYS AT LAW
--------------------------------------------------------------------------------

                                October 21, 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
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         August 1, 2005, as Amended on September 27, 2005, October 11, 2005, and
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         October 21, 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 18, 2005,  with respect to
Amendment  No.  2  to  the   Registration   Statement  on  Form  SB-2  filed  by
MachineTalker, Inc. (the "Company") on October 11, 2005:

         1. 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 explain how  increases in staffing of
engineers and scientists  contributed to the Company's  research and development
costs and to clarify that staff salaries relating to general and  administrative
expenses consisted of office and clerical personnel.

         2. KBR accepted the first  deliverable on December 20, 2004, the second
and third deliverables on December 30, 2004, the fourth deliverable on April 22,
2005, and the fifth deliverable on May 31, 2005.

                                Yours very truly,

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

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

   As filed with the Securities and Exchange Commission on October 21, 2005

                                                Registration No. 333-127080

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

                                 Amendment #3 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         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)
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                                    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 Distribution                                                       I-21
Legal Proceedings                                                          I-22
Directors, Executive Officers, and Controlling Persons                     I-22
Security Ownership of Certain Beneficial Owners and Management             I-27
Description of Securities                                                  I-29
Interest of Named Experts and Counsel                                      I-30
MachineTalker, Inc.                                                        I-30
Management's Discussion and Analysis of Financial
 Condition and Results of Operations                                       I-43
Description of Property                                                    I-48
Certain Relationships and Related Transactions                             I-48
Market for Common Equity and Related Stockholder Matters                   I-48
Executive Compensation                                                     I-49
Changes In and Disagreements With Accountants on
 Accounting and Financial Disclosure                                       I-50
Additional Information                                                     I-50
Financial Statements                                                       F-1

                                      I-2
<PAGE>

                         PROSPECTUS SUMMARY INFORMATION

         The following summary is qualified in its entirety by the more detailed
information  appearing elsewhere or incorporated by reference in this Prospectus
and its  Exhibits.  Each  prospective  investor is urged to carefully  read this
Prospectus and its Exhibits in their  entirety  including but not limited to the
risk factors.

                               MachineTalker, Inc.

         MachineTalker, Inc. ("MTI" or "we") is a Delaware corporation formed in
January 2002 to engage in the business of  developing  and  marketing a wireless
control   technology.   Our  patent  pending   technology  allows   governments,
businesses,  and  individuals to deploy  wireless  security  systems  rapidly to
protect and monitor things,  places,  and people.  Most current security systems
are static and rely on  centralized  control over various  types of detectors or
nodes. In contrast, MachineTalkers(R), which consist of powerful microprocessors
with on-board  sensors,  detectors,  readers or actuators,  and wireless radios,
bring  data  processing  intelligence  to the local  level,  creating  a "smart"
security system. The security system is "smart" in that its  microprocessors are
autonomous and can process sensor data in real-time,  make local decisions,  and
take local action in response to a  situation.  Management  believes  that other
security  systems  do not  use  microprocessors  in  this  way  and  consist  of
components which cannot act on their own to make decisions.

         Talkers(R) automatically form an ad hoc wireless mesh network, creating
intelligent  nodes each capable of  processing  data in real-time and on a local
basis. Once formed, a small community of Talkers(R) can operate independently or
collectively to assess local  conditions or events and take action  accordingly.
These cooperating Talkers(R) form redundant and self-healing networks in case of
failure;  and,  one or more  individual  units can be  connected  to modems  for
wireless  communication  outside of the local  community by way of the Internet.
Talkers(R) can be used in a variety of applications.  Customer  applications for
Talkers(R) include placing Talkers(R) within shipping  containers to provide for
tracking and security,  and placing Talkers(R) on-board small aircraft to gather
and report data to share with adjacent aircraft and ground stations. In general,
potential commercial  applications include sensors that can monitor location and
environmental  conditions,  report its findings on a real time basis, and adjust
environmental  conditions  autonomously.  We  cannot  assure  that  we  will  be
successful  in marketing our wireless  control  technology.  See "Risk  Factors"
beginning on page 6.

         Since inception we have primarily  funded the development and promotion
of our wireless control  technology and resulting  product line through the sale
of shares of our common stock in a series of private placements made pursuant to

                                      I-3
<PAGE>

Rule 506 of Regulation D of the Securities Act of 1933, as amended,  and through
loans  made to us by one of our  founders.  While  we made  our  first  sales of
product and  services  in 2004,  these  sales were not  sufficient  to cover all
expenditures  for product  development  and  marketing,  resulting in a net loss
since  inception  through  June 30, 2005 of  $2,274,478,  of which  $394,115 was
incurred  during our fiscal year ended December 31, 2003,  $573,454 was incurred
during our fiscal year ended December 31, 2004, $305,601 was incurred during the
three months ended March 31,  2005,  and $148,708 was incurred  during the three
months ended June 30, 2005. As a result of our  operating  losses in the current
period as well as prior years and our  accumulated  deficit,  our auditors  have
raised a concern as to our  ability to  continue  as a going  concern.  While we
believe that we will be able to continue as a going concern by making additional
sales  of  product  and  services  and by  securing  additional  or  alternative
financing,  if  necessary,  we can