SEC Company Response from Sunworks, Inc. (SUNWQ) (CIK 0001172631) — Dec 9, 2005
Sunworks, Inc. (SUNWQ) (CIK 0001172631)
Date: Dec. 9, 2005 · CIK: 0001172631 · Accession: 0001065949-05-000148
AI Filing Summary & Sentiment
File numbers found in text: 333-127080
Letter
December 9, 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, October 11, 2005, October 21, 2005, November 2, 2005, November 18, 2005, and December 9, 2005 - File Number 333-127080 -------------------------------------------------------
Dear Mr. Spirgel:
We have the following responses to the comments we received from Mr. Al Pappas telephonically on December 6, 2005 with respect to Amendment No. 5 to the Registration Statement on Form SB-2 filed by MachineTalker, Inc. (the "Company") on November 18, 2005:
1. We have revised our disclosure on page I-46 under "Results of Operations for the Three and Nine Months Ended September 30, 2005 compared to the Three and Nine Months Ended September 30, 2004" to disclose by customer the Company's increase in revenue for the period ended September 30, 2005.
2. We have changed the line item on the Company's "Balance Sheets at September 30, 2005 (unaudited) and December 31, 2004 (audited)" previously entitled "Accumulated deficit" to "Accumulated deficit during the development stage."
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 December 9, 2005
Registration No. 333-127080
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
Amendment #6 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 November 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> <CAPTION>
TABLE OF CONTENTS
Page <S> <C> 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 I-43 Operations 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 I-50 Disclosure Additional Information I-50 Financial Statements F-1 </TABLE>
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 September 30, 2005 of $2,518,442, 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, $148,708 was incurred during the three months ended June 30, 2005, and $243,964 was incurred during the three months ended September 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 co
Show Raw Text
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
RICHARDSON
& ASSOCIATES
ATTORNEYS AT LAW
--------------------------------------------------------------------------------
December 9, 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,
October 11, 2005, October 21, 2005, November 2, 2005, November
18, 2005, and December 9, 2005 - File Number 333-127080
-------------------------------------------------------
Dear Mr. Spirgel:
We have the following responses to the comments we received from Mr. Al
Pappas telephonically on December 6, 2005 with respect to Amendment No. 5 to the
Registration Statement on Form SB-2 filed by MachineTalker, Inc. (the "Company")
on November 18, 2005:
1. We have revised our disclosure on page I-46 under "Results of Operations
for the Three and Nine Months Ended September 30, 2005 compared to the Three and
Nine Months Ended September 30, 2004" to disclose by customer the Company's
increase in revenue for the period ended September 30, 2005.
2. We have changed the line item on the Company's "Balance Sheets at
September 30, 2005 (unaudited) and December 31, 2004 (audited)" previously
entitled "Accumulated deficit" to "Accumulated deficit during the development
stage."
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 December 9, 2005
Registration No. 333-127080
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment #6 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 November 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>
<CAPTION>
TABLE OF CONTENTS
Page
<S> <C>
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 I-43
Operations
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 I-50
Disclosure
Additional Information I-50
Financial Statements F-1
</TABLE>
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 September 30, 2005 of $2,518,442, 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, $148,708 was incurred during the three months
ended June 30, 2005, and $243,964 was incurred during the three months ended
September 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 co