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

PART II

ITEM 9A(T)        Controls and Procedures                                2

SIGNATURES                                                               4



































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<PAGE>

ITEM 9A(T). CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

         Disclosure  controls and procedures  are controls and other  procedures
that are  designed  to ensure  that  information  required  to be  disclosed  by
MachineTalker is recorded,  processed,  summarized and reported, within the time
periods  specified  in the  rules  and  forms  of the  Securities  and  Exchange
Commission. The Company's Chief Executive Officer and Chief Financial Officer is
responsible for  establishing  and  maintaining  controls and procedures for the
Company.

         Management has evaluated the effectiveness of the Company's  disclosure
controls and procedures as of December 31, 2008 (under the  supervision and with
the  participation of the Company's Chief Executive  Officer and Chief Financial
Officer)  pursuant to Rule 13a-15(e) under the Securities  Exchange Act of 1934,
as  amended.  As part of such  evaluation,  management  considered  the  matters
discussed below relating to internal control over financial reporting.  Based on
this  evaluation,  the Company's  Chief  Executive  Officer and Chief  Financial
Officer has  concluded  that the  disclosure  controls and  procedures  were not
effective  as of December  31,  2008  because the Company was late in making the
filing of its annual report on Form 10-K for the fiscal year ending December 31,
2008.

         The term "internal  control over  financial  reporting" is defined as a
process  designed by, or under the  supervision of, the  registrant's  principal
executive  and  principal  financial  officers,  or persons  performing  similar
functions,  and effected by the registrant's board of directors,  management and
other personnel,  to provide reasonable  assurance  regarding the reliability of
financial  reporting and the  preparation  of financial  statements for external
purposes  in  accordance  with  generally  accepted  accounting  principles  and
includes those policies and procedures that:

     o    pertain  to the  maintenance  of  records  that in  reasonable  detail
          accurately and fairly reflect the transactions and dispositions of the
          assets of the registrant;

     o    provide  reasonable   assurance  that  transactions  are  recorded  as
          necessary to permit preparation of financial  statements in accordance
          with generally accepted accounting  principles,  and that receipts and
          expenditures  of the registrant are being made only in accordance with
          authorizations of management and directors of the registrant; and

     o    provide reasonable  assurance regarding prevention or timely detection
          of unauthorized  acquisition,  use or disposition of the  registrant's
          assets that could have a material effect on the financial statements.

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

         The  Company's   management  is  responsible   for   establishing   and
maintaining adequate internal control over financial  reporting,  (as defined in
Rule  13a-15(f)  under  the  Securities  Exchange  Act of 1934).  The  Company's
internal  control  over  financial  reporting  is a process  designed to provide
reasonable  assurance  regarding the reliability of financial  reporting and the
preparation  of  financial   statements  for  external  purposes  of  accounting
principles  generally  accepted in the United  States.  Because of its  inherent
limitations, internal control over financial reporting may not prevent or detect
misstatements.  Therefore,  even those  systems  determined  to be effective can
provide  only  reasonable  assurance  of  achieving  their  control  objectives.
Furthermore,  projections of any evaluation of  effectiveness  to future periods
are subject to the risk that  controls  may become  inadequate  due to change in
conditions,  or the degree of  compliance  with the policies or  procedures  may
deteriorate.

         Under the supervision and with the participation of the Company's Chief
Executive  Officer  and  Chief  Financial  Officer,  the  Company  conducted  an
evaluation of the  effectiveness  of its control over financial  reporting as of
December 31, 2008. In making this  assessment,  management used the criteria set

                                      -2-
<PAGE>

forth by the Committee of Sponsoring  Organizations  of the Treadway  Commission
("COSO") in internal control-integrated framework. Based on this evaluation, the
Company's  Chairman,  Chief Executive  Officer,  and Chief Financial Officer has
concluded that the internal control over financial reporting is effective.

AUDITOR'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

         This  annual  report  does not  include  an  attestation  report of the
Company's  registered  public  accounting firm regarding  internal  control over
financial  reporting.  Management's report was not subject to attestation by the
Company's  registered  public accounting firm pursuant to temporary rules of the
Securities  and  Exchange  Commission  that permit the  Company to provide  only
management's report in this annual report.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

         There have been no  changes  in the  Company's  internal  control  over
financial  reporting  that occurred  during the Company's  fiscal year that have
materially  affected,  or  are  reasonably  likely  to  materially  affect,  the
Company's  internal  control  over  financial  reporting.  Prior  to the  fourth
quarter,  MachineTalker  completed  procedures  to  achieve  Sarbanes-Oxley  404
compliance, which were tested during and since the fourth quarter.

INHERENT LIMITATIONS ON EFFECTIVENESS OF CONTROLS

         The Company's  management does not expect that its disclosure  controls
or its internal  control  over  financial  reporting  will prevent or detect all
error and all fraud. A control system, no matter how well designed and operated,
can provide only reasonable,  not absolute,  assurance that the control system's
objectives  will be met.  The design of a control  system must  reflect the fact
that there are  resource  constraints,  and the  benefits  of  controls  must be
considered relative to their costs. Further, because of the inherent limitations
in all control systems, no evaluation of controls can provide absolute assurance
that  misstatements  due to error or fraud  will not  occur or that all  control
issues and instances of fraud,  if any,  within the Company have been  detected.
These  inherent  limitations  include the realities  that  judgments in decision
making can be faulty and that  breakdowns  can occur  because of simple error or
mistake.  Controls  can  also be  circumvented  by the  individual  acts of some
persons,  by  collusion  of two or more people,  or  management  override of the
controls.  The  design of any  system of  controls  is based in part on  certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving  its stated goals under all  potential
future  conditions.  Projections of any evaluation of controls  effectiveness to
future periods are subject to risks.  Over time,  controls may become inadequate
because of changes in  conditions or  deterioration  in the degree of compliance
with policies or procedures.





                                      -3-
<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: December 3, 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: December 3, 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: December 3, 2009
     ----------------------------------------------------
    Mark J. Richardson, Director



























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