FORM 10-KA

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                 [X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended: December 31, 2008


                        COMMISSION FILE NUMBER 000-49805

                               MACHINETALKER, INC.
             (Exact name of registrant as specified in its charter)


              DELAWARE                                  01-05922991
      -----------------------               ------------------------------------
      (State of Incorporation)              (I.R.S. Employer Identification No.)


             513 DE LA VINA STREET, SANTA BARBARA, CALIFORNIA 93101
                 ----------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (805) 957-1680
                 ----------------------------------------------
               Registrant's telephone number, including area code

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:


                                                 NAME OF EACH EXCHANGE ON
    TITLE OF EACH CLASS                               WHICH REGISTERED
--------------------------                       ------------------------
        COMMON STOCK                                        OTC


         Indicate  by check  mark if the  registrant  is a  well-known  seasoned
issuer, as defined in Rule 405 of the Securities Act.

                                                                  Yes |_| No |X|

         Indicate  by check  mark if the  registrant  is not  required  to filed
reports pursuant to Section 13 or Section 15(d) of the Act.

                                                                  Yes |_| No |X|

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.
                                                                  Yes |X| No |_|

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K.

                                                                             |X|
<PAGE>

         Indicate by check mark whether the  registrant  is a large  accelerated
filer, an accelerated  filer, a  non-accelerated  filer, or a smaller  reporting
company.  See definitions of "large accelerated filer,"  "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer      [___]     Accelerated filer             [___]
Non-accelerated filer        [___]     Smaller reporting company     [_X_]
(Do not check if a smaller
 reporting company)

         Indicate by check mark whether the  Registrant  is a shell  company (as
defined in Rule 12b-2 of the Exchange Act).

                                                                  Yes |_| No |X|

         The aggregate  market value of voting stock held by  non-affiliates  of
the  registrant was  approximately  $1,025,725 as of March 31, 2009 (computed by
reference to the last sale price of a share of the registrant's  Common Stock on
that date as reported by OTC Bulletin Board).

         There were 181,976,793  shares  outstanding of the registrant's  Common
Stock as of May 31, 2009.


<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>         <C>                                                                                    <C>
PART III
ITEM 10     Directors, Executive Officers, and Corporate Governance                                1
ITEM 11     Executive Compensation                                                                 4
ITEM 12     Security Ownership of Certain Beneficial Owners and Management and Related             5
            Stockholder Matters
ITEM 15     Exhibits, Financial Statement Schedules                                                6
SIGNATURES                                                                                         7
</TABLE>


<PAGE>

                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE


         The following  table lists the executive  officers and directors of the
Company as of April 30, 2009:

  NAME                     AGE      POSITION
  -------------------      ---      ----------------------------------------
  Roland F. Bryan (1)      74       President,  Chief Executive Officer,
                                    Chief Financial Officer, Secretary, and
                                    Chairman of the Board of Directors

  Gerald A. Nadler         67       Chief Scientist (Key Employee)

  Mark J. Richardson       55       Director
---------------------

(1)  Member of Audit Committee.  Mr. Bryan is not an independent director and he
     may not qualify as a financial  expert for the purposes of  satisfying  the
     requirements   of  the  Securities  and  Exchange   Commission  that  audit
     committees be comprised of independent directors, at least one of whom is a
     financial  expert.  Management  believes that the Company's  small size and
     limited  resources has so far hindered it from  attracting a third director
     who can serve on the Audit  Committee as an independent  financial  expert.
     Nevertheless, the Company will continue to seek such a candidate.


         ROLAND F. BRYAN has been the President,  Chief Executive  Officer,  and
Chairman of the Board of Directors of MTI since our  inception in January  2002,
the Chief Financial Officer of MTI since November 2003, and the Secretary of MTI
since May 2006.  For the six years prior to  founding  MTI,  Mr.  Bryan was self
employed as an independent  advisor to several high-tech  companies on corporate
organization,   management,  marketing  and  product  development.  Mr.  Bryan's
professional  background is in the areas computer  science  research and process
control through  computer  automation.  During the last 25 years he has built up
and  sold  several  high-tech  companies  in the  fields  of  telecommunications
networking,  military  computer  systems and  commercial  equipment  for network
access. In 1974, he founded  Associated  Computer  Consultants,  Inc. ("ACC"), a
company that implemented  interconnections  to the first packet network for many
United States government  agencies.  In 1983 the name of the company was changed
to Advanced Computer  Communications,  Inc. and continued to produce  networking
products for both military and  commercial  applications.  ACC made the Inc. 500
List of Fastest  Growing  Companies in 1984.  In 1991 the company was split into
two separate businesses,  one to concentrate on military products,  the other to
concentrate  on  commercial  products.  ACC was acquired by Ericsson in 1998 for
$265 million. In September 1994, WIRED MAGAZINE honored Mr. Bryan and 18 others,
as the "Creators of the Internet."

         GERALD A. NADLER has been our Chief Scientist and a key employee of MTI
since our inception in January 2002.  From 1998 to January 2002,  Mr. Nadler was
self  employed as an  independent  advisor  consulting  on designs of networking
products for Cratos Networks, Nortel/Aptis, Lucent/Ascend, Openroute, Shiva, and
Data  General.  In  1992,  Mr.  Nadler  founded  and  from  1992 to 1995 was the
President of Elettra Systems, a data communications  company. From 1987 to 1991,
he designed the spread spectrum wireless  meter-reading system for Metricom.  In
1985, he founded and from 1985 to 1987 was the President of Token Automation,  a
data  communications  company. In 1979, he founded and from 1979 to 1985 was the
President of Distributed  Computer Systems,  a computer and data  communications
company. From 1976 to 1979, he was a computer architect at Wang Laboratories.

         MARK J.  RICHARDSON  has been a director of MTI since October 2008. Mr.
Richardson  has been a securities  lawyer since he graduated from the University
of Michigan Law School in 1978.  He  practiced  as an  associate  and partner in
large law firms until 1993,  when he established his own practice under the name
Richardson  &  Associates.  He has been the  principal  securities  counsel on a
variety of equity and debt placements for corporations,  partnerships,  and real
estate companies.  His practice includes public and private  offerings,  venture
capital  placements,  debt  restructuring,  compliance  with  federal  and state
securities laws,  representation of publicly traded  companies,  NASDAQ filings,
corporate law, partnerships,  joint ventures,  mergers, asset acquisitions,  and
stock purchase agreements. As a partner in a major international law firm in the
1980's, Mr. Richardson participated in the leveraged buyout and recapitalization
of a well known  producer  of animated  programming  for  children,  financed by
Prudential  Insurance  and  Bear  Stearns,  Inc.  He was  also  instrumental  in

                                      -1-
<PAGE>

restructuring  the public  debentures of a real estate company without resorting
to a bankruptcy proceeding.  From 1986 to 1993 Mr. Richardson was a contributing
author to State Limited Partnerships Laws - California Practice Guide,  Prentice
Hall Law and Business. Prior to receiving his juris doctor degree cum laude from
the  University  of  Michigan  Law  School in 1978,  Mr.  Richardson  received a
bachelor  of  science  degree  summa cum laude in  Resource  Economics  from the
University of Michigan School of Natural  Resources in 1975, where he earned the
Bankstrom Prize for academic  excellence and achieved Phi Beta Kappa honors. Mr.
Richardson is an active member of the Los Angeles  County and  California  State
Bar  Associations,  including the Section on Corporations,  Business and Finance
and the Section on Real Estate.  Richardson &  Associates  is outside  corporate
legal counsel for the Company and certain of its affiliates.

LIMITATION OF LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS

         Under   Delaware   General   Corporation   Law  and  our   Articles  of
Incorporation,  our  directors  will  have no  personal  liability  to us or our
stockholders  for  monetary  damages  incurred  as the  result of the  breach or
alleged  breach by a director  of his "duty of care."  This  provision  does not
apply  to  the  directors'  (i)  acts  or  omissions  that  involve  intentional
misconduct  or a knowing and culpable  violation of law,  (ii) acts or omissions
that a director believes to be contrary to the best interests of the corporation
or its shareholders or that involve the absence of good faith on the part of the
director,  (iii) approval of any  transaction  from which a director  derives an
improper personal benefit, (iv) acts or omissions that show a reckless disregard
for the director's duty to the corporation or its  shareholders in circumstances
in which the  director  was aware,  or should have been aware,  in the  ordinary
course of  performing a director's  duties,  of a risk of serious  injury to the
corporation  or its  shareholders,  (v) acts or omissions  that  constituted  an
unexcused pattern of inattention that amounts to an abdication of the director's
duty to the  corporation  or its  shareholders,  or (vi) approval of an unlawful
dividend,  distribution,  stock  repurchase or redemption.  This provision would
generally  absolve  directors  of  personal  liability  for  negligence  in  the
performance of duties, including gross negligence.

         The effect of this  provision  in our Articles of  Incorporation  is to
eliminate  the  rights  of  MTI  and  our  stockholders  (through  stockholder's
derivative  suits on  behalf  of MTI) to  recover  monetary  damages  against  a
director  for  breach of his  fiduciary  duty of care as a  director  (including
breaches  resulting from negligent or grossly negligent  behavior) except in the
situations  described in clauses (i) through (vi) above. This provision does not
limit nor eliminate the rights of MTI or any  stockholder  to seek  non-monetary
relief  such as an  injunction  or  rescission  in the  event of a  breach  of a
director's duty of care. In addition, our Articles of Incorporation provide that
if Delaware law is amended to authorize the future  elimination or limitation of
the  liability  of a  director,  then the  liability  of the  directors  will be
eliminated  or limited to the fullest  extent  permitted by the law, as amended.
Delaware  General  Corporation  Law grants  corporations  the right to indemnify
their  directors,  officers,  employees and agents in accordance with applicable
law. Our Bylaws provide for  indemnification  of such persons to the full extent
allowable under applicable law. These provisions will not alter the liability of
the directors under federal securities laws.

         We intend to enter into  agreements  to  indemnify  our  directors  and
officers,  in addition to the indemnification  provided for in our Bylaws. These
agreements, among other things, indemnify our directors and officers for certain
expenses (including attorneys' fees),  judgments,  fines, and settlement amounts
incurred by any such person in any action or proceeding, including any action by
or in the right of MTI,  arising out of such person's  services as a director or
officer of MTI, any  subsidiary  of MTI or any other  company or  enterprise  to
which the person provides  services at the request of MTI. We believe that these
provisions  and  agreements  are  necessary  to  attract  and  retain  qualified
directors and officers.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors,  officers or persons controlling MTI pursuant
to the  foregoing  provisions,  MTI has been informed that in the opinion of the
Securities  and Exchange  Commission,  such  indemnification  is against  public
policy as expressed in the Act and is therefore unenforceable.

BOARD COMMITTEES

         The Board of Directors  has appointed an Audit  Committee.  As of April
30, 2009, the sole member of the Audit Committee is Roland Bryan, who may not be
considered to be independent as defined in Rule 4200 of the National Association
of Securities  Dealers' listing standards.  The Board of Directors has adopted a

                                      -2-
<PAGE>

written charter of the Audit Committee. The Audit Committee is authorized by the
Board of  Directors  to review,  with our  independent  accountants,  the annual
financial statements of MTI prior to publication, and to review the work of, and
approve non-audit services preformed by, such independent accountants. The Audit
Committee will make annual  recommendations  to the Board for the appointment of
independent  public  accountants  for the ensuing year. The Audit Committee will
also review the effectiveness of the financial and accounting  functions and the
organization,  operations and management of MTI. The Audit  Committee was formed
on February 8, 2005.  The Audit  Committee  held one meeting  during fiscal year
ended  December 31,  2008.  As of April 30,  2009,  we have not yet  appointed a
Compensation Committee.

REPORT OF THE AUDIT COMMITTEE

         Our Audit  Committee has reviewed and  discussed our audited  financial
statements for the fiscal year ended  December 31, 2008 with senior  management.
The Audit  Committee has also discussed  with HJ Associates & Consultants,  LLP,
Certified  Public  Accountants  ("HJ"),  our independent  auditors,  the matters
required  to be  discussed  by  the  statement  on  Auditing  Standards  No.  61
(Communication  with Audit Committees) and received the written  disclosures and
the letter from HJ required  by  Independence  Standards  Board  Standard  No. 1
(Independence  Discussion  with  Audit  Committees).  The  Audit  Committee  has
discussed  with  HJ  the  independence  of  HJ  as  our  auditors.  Finally,  in
considering whether the independent  auditors provision of non-audit services to
us is compatible with the auditors' independence for HJ, our Audit Committee has
recommended to the Board of Directors that our audited  financial  statements be
included in our Annual  Report on Form 10-K for the fiscal  year ended  December
31, 2006 for filing with the United States  Securities and Exchange  Commission.
Our Audit Committee did not submit a formal report regarding its findings.

                                 AUDIT COMMITTEE

                                  ROLAND BRYAN

         Notwithstanding  anything  to  the  contrary  set  forth  in any of our
previous or future  filings under the United States  Securities  Act of 1933, as
amended,  or the  Securities  Exchange  Act of  1934,  as  amended,  that  might
incorporate  this report in future  filings  with the  Securities  and  Exchange
Commission,  in whole or in part, the foregoing report shall not be deemed to be
incorporated by reference into any such filing.

CODE OF CONDUCT

         We have adopted a Code of Conduct that applies to all of our directors,
officers and employees. The text of the Code of Conduct has been posted on MTI's
Internet website and can be viewed at  www.machinetalker.com.  Any waiver of the
provisions  of the Code of Conduct for  executive  officers and directors may be
made only by the Audit Committee and, in the case of a waiver for members of the
Audit  Committee,  by the Board of Directors.  Any such waivers will be promptly
disclosed to our shareholders.

COMPLIANCE WITH SECTION 16(A) OF EXCHANGE ACT

         Section 16(a) of the Exchange Act requires our officers and  directors,
and certain  persons who own more than 10% of a  registered  class of our equity
securities (collectively, "Reporting Persons"), to file reports of ownership and
changes in ownership  ("Section 16 Reports")  with the  Securities  and Exchange
Commission (the "SEC").  Reporting Persons are required by the SEC to furnish us
with copies of all Section 16 Reports they file.


         Based  solely on its  review of the  copies of such  Section 16 Reports
received  by it, or written  representations  received  from  certain  Reporting
Persons,  all Section  16(a) filing  requirements  applicable  to our  Reporting
Persons  during and with respect to the fiscal year ended December 31, 2008 have
been complied with on a timely basis.



                                      -3-
<PAGE>

ITEM 11. EXECUTIVE COMPENSATION

EXECUTIVE OFFICER COMPENSATION

         The following table sets forth the total compensation paid in all forms
to the  executive  officers  and  directors  of the  Company  during the periods
indicated:


                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>

---------------------- ------- ----------- -------- --------- ------------- -------------- --------------- -----------
                                                               NON-EQUITY   NON-QUALIFIED
NAME AND                                                       INCENTIVE      DEFERRED
PRINCIPAL POSITION                                  OPTION        PLAN      COMPENSATION     ALL OTHER
(1)                    YEAR     SALARY     BONUS    AWARDS   COMPENSATION    EARNINGS      COMPENSATION     TOTAL
---------------------- ------ ----------- -------- --------- ------------- -------------- --------------- -----------
<S>                    <C>    <C>            <C>       <C>        <C>            <C>             <C>      <C>
Roland Bryan, Chief    2008   $120,000 (1)   0         0          0              0               0        $120,000(1)
Executive Officer      2007   $120,000       0         0          0              0               0        $120,000

Executive Officers     2008   $120,000       0         0          0              0               0        $120,000
as a Group             2007   $120,000       0         0          0              0               0        $120,000

-------------------------
(1)      Mr. Bryan deferred and accrued the entire amount of his salary in 2008.
</TABLE>

EMPLOYMENT AGREEMENTS

         The Company has not entered  into any  employment  agreements  with its
executive  officers to date.  The Company may enter into  employment  agreements
with them in the future.

OUTSTANDING EQUITY AWARDS

         None of the  Company's  executive  officers  received any equity awards
during the fiscal year ended December 31, 2008.


DIRECTOR COMPENSATION

         The following table summarizes the  compensation  paid or accrued by us
for the  year  ended  December  31,  2008 to  MTI's  directors  who are not also
executive  officers of the Company and who were  serving as  directors of MTI on
December  31,  2008.  No  other  stock  or  option  awards  for  directors  were
outstanding on December 31, 2008.

                              DIRECTOR COMPENSATION
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                            FEES EARNED                                NON-EQUITY        ALL OTHER
                            OR PAID IN     STOCK        OPTION       INCENTIVE PLAN    COMPENSATION
NAME                           CASH      AWARDS ($)   AWARDS ($)      COMPENSATION          ($)         TOTAL ($)
----------------------------------------------------------------------------------------------------------------------
<S>                         <C>          <C>          <C>            <C>               <C>              <C>
Mark J. Richardson,            - 0 -     $560 (1) -      - 0 -            - 0 -            - 0 -          $ 560
Director
-------------------------
</TABLE>

(1)  The Company issued 70,000 shares of common stock to Mr.  Richardson for his
     services  as a director  during  the year  ended  December  31,  2008.  The
     valuation  of the award was based upon the fair market value on the closing
     price of the Company's  common stock as quoted on the OTC Bulletin Board on
     the date the shares were  issued.  This value per share is presented in the
     Statement of  Shareholder's  Deficit  included in the  Company's  financial
     statements in Item 8 of this Report.



                                      -4-

<PAGE>

ITEM 12.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

The following table sets forth the names of our executive officers and directors
and all  persons  known by us to  beneficially  own 5% or more of the issued and
outstanding  common  stock  of  MachineTalker  at  April  30,  2009.  Beneficial
ownership is  determined  in  accordance  with the rules of the  Securities  and
Exchange  Commission.  In computing the number of shares beneficially owned by a
person and the  percentage  of ownership of that person,  shares of common stock
subject to options held by that person that are currently  exercisable or become
exercisable within 60 days of April 30, 2009 are deemed outstanding even if they
have  not  actually  been  exercised.  Those  shares,  however,  are not  deemed
outstanding  for the purpose of computing the percentage  ownership of any other
person. The percentage ownership of each beneficial owner is based on 85,086,699
outstanding shares of common stock (on a post one-for-five reverse split basis).
Except  as  otherwise   listed  below,   the  address  of  each  person  is  c/o
MachineTalker,  Inc., 513 De La Vina Street,  Santa Barbara,  California  93101.
Except as  indicated,  each person  listed below has sole voting and  investment
power with respect to the shares set forth  opposite  such  person's  name as of
April 30, 2009 (post one-for-five reverse split).

<TABLE>
<CAPTION>

                                      NUMBER OF SHARES BENEFICIALLY
 NAME AND ADDRESS OF STOCKHOLDER              OWNED (1)(2)                    PERCENTAGE OWNERSHIP
----------------------------------- ---------------------------------- ------------------------------------
<S>                                   <C>                                     <C>
ROLAND F. BRYAN(3)                             42,373,429                            49.80

CHRISTOPHER T. KLEVELAND (4)                    4,450,000                             5.23

MARK P. HARRIS(5)                               4,450,000                             5.23

MARK J. RICHARDSON                                 70,000                              *
233 Wilshire Boulevard, Suite 820
Santa Monica, California 90401

UTEK CORPORATION                                9,900,000                            11.64
2109 E. Palm Avenue
Tampa, FL 33605

All Current Executive Officers as              42,373,429                            49.80
   a Group

All Current Directors who are not                  70,000                              *
   Executive Officers as a Group
-----------------------------------
</TABLE>

* Less than 0.1%.

(1)      Except as pursuant to applicable  community  property laws, the persons
         named in the table have sole voting and  investment  power with respect
         to all shares of common stock  beneficially  owned. The total number of
         issued and  outstanding  shares and the total number of shares owned by
         each person does not include  unexercised  warrants and stock  options,
         and is calculated as of February 28, 2009.

(2)      Roland F. Bryan is the President, Chief Executive Officer, and Chairman
         of the Board of Directors of MTI. The Bryan Family Trust owns 4,700,000
         of these shares. Mr. Bryan holds an option to purchase 2,700,000 shares
         from Mr. Harris at $0.50 per share and an option to purchase  2,700,000
         shares from Mr.  Kleveland at $0.50 per share. In addition,  Mr. Harris
         and Mr.  Kleveland have agreed that Mr. Bryan has the right to vote the
         shares held under these option agreements.

(3)      Roland F. Bryan converted promissory notes payable to him by MTI in the
         aggregate  outstanding  principal amount of $347,000 into shares of the
         Company's  common  stock at the price of $0.01 per share for a total of
         34,700,000  shares. In December 2008, to the benefit of the Company and
         its  shareholders,  Mr. Bryan cancelled a convertible  note from MTI in
         the principal  amount of $436,000,  which was  potentially  convertible
         into 3,480,000 shares of common stock at $0.125 per share. The interest
         owed to Mr. Bryan on this  cancelled  note is $56,842  which remains on
         the balance sheet.

(4)      Christopher Kleveland is a former director and former Vice President of
         Operations of MTI.

(5)      Mark P. Harris is a former director of MTI.


                                      -5-
<PAGE>

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)     Exhibits
<TABLE>
<CAPTION>

        EXHIBIT    DESCRIPTION
        -------    --------------------------------------------------------------------------------------------
<S>     <C>        <C>
        3.1        Certificate of Incorporation (1)
        3.2        Amendments to Certificate of Incorporation (1)
        3.3        Amendment to Certificate of Incorporation
        3.4        Bylaws (1)
        4.1        Specimen Certificate for Common Stock (1)
        4.2        2002 Stock Option Plan (1)
        4.3        Form of Incentive Stock Option Agreement (1)
        4.4        Form of Non Qualified Stock Option Agreement (1)
        4.5        Form of Lock-Up  Agreement to be entered into by the Company with Wings Fund, Inc.,  Roland
                   Bryan, Mark J. Richardson, and Chris Outwater, dated as of May 2, 2009 (6)
        10.1       Lease Agreement by and between MachineTalker, Inc. and SecureCoin, Inc., dated August 20,
                   2003 (1)
        10.2       Agreement No. CA-00062 by and between MachineTalker, Inc. and Kellogg, Brown & Root
                   Services, Inc., dated December 20, 2004 (2)
        10.3       Agreement by and between MachineTalker, Inc. and Science Applications International
                   Corporation, dated July 1, 2004 (1)
        10.4       Acquisition Agreement for Wideband Detection Technologies, Inc. dated July 20, 2007 (4)
        10.5       Acquisition Agreement for Micro Wireless Technologies, Inc. dated December 28, 2007 (5)
        10.6       Stock Purchase Agreement with Wings Fund, Inc., a Nevada corporation, and Pearl
                   Innovations, LLC, a Nevada limited liability company, dated as of May 5, 2009 (6)
        14.1       Code of Conduct (3)
        31.1       Section 302 Certification
        32.1       Section 906 Certification
---------------
</TABLE>

         (1)      Incorporated  by  reference  to  the  Form  SB-2  Registration
                  Statement  filed with the Securities  and Exchange  Commission
                  dated August 1, 2005.

         (2)      Incorporated  by reference to Amendment No. 4 to the Form SB-2
                  Registration  Statement filed with the Securities and Exchange
                  Commission dated November 2, 2005.

         (3)      Incorporated  by  reference  to the Form 10-KSB filed with the
                  Securities and Exchange Commission dated April 14, 2007.


         (4)      Incorporated  by  reference  to the  Form 8K  filed  with  the
                  Securities and Exchange Commission dated July 20, 2007.

         (5)      Incorporated  by  reference  to the  Form 8K  filed  with  the
                  Securities and Exchange Commission dated January 3, 2008.

         (6)      Incorporated  by  reference  to the  Form 8K  filed  with  the
                  Securities and Exchange Commission dated May 13, 2009.


                                      -6-

<PAGE>
                                   SIGNATURES


         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended,  the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: November 10, 2009      MACHINETALKER, INC.


                              By:  /s/ Roland Bryan
                                    --------------------------------------------
                                    Roland Bryan,  Chairman of the Board,  Chief
                                    Executive  Officer,   President   (Principal
                                    Executive  Officer),   and  Chief  Financial
                                    Officer (Chief Accounting Officer)

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.


By: /s/ Roland Bryan                                    Dated: November 10, 2009
    ---------------------------------------------------
    Roland Bryan, Chairman of the Board, Chief
    Executive Officer, President (Principal Executive
    Officer), and Chief Financial Officer
    (Chief Accounting Officer)


By: /s/ Mark J. Richardson                              Dated: November 10, 2009
    ---------------------------------------------------
    Mark J. Richardson, Director
















                                      -7-