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

                                   FORM 10-QA
(Mark One)

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

For Quarterly Period Ended June 30, 2009

                                       or

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

For the Transition period from _______________ to ______________

Commission File Number:  000-49805


                               MACHINETALKER, INC.
                   ------------------------------------------
                       (Name of registrant in its charter)

              DELAWARE                                01-05922991
              --------                                -----------
   (State or other jurisdiction of         (I.R.S. Employer Identification No.)
    incorporation or organization)

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

                    Issuer's telephone Number: (805) 957-1680


         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  proceeding  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[__]                                       No[_X_]

         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_]

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock as of the latest practicable date.

The number of shares of  registrant's  common stock  outstanding as of September
18, 2009 was 181,976,794.



                                TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
ITEM 4T. CONTROLS AND PROCEDURES                                              2

SIGNATURES                                                                    3







































                                      -1-



ITEM 4T. CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

         We maintain  disclosure  controls and  procedures  that are designed to
ensure that  information  required to be  disclosed  by the Company is recorded,
processed,  summarized,  and reported  within the time periods  specified in the
rules and forms of the Securities and Exchange Commission.

         Our management,  under the direction of our Chief Executive Officer and
Principal  Financial Officer,  has evaluated the effectiveness of the design and
operation of our  disclosure  controls and procedures (as such terms are defined
in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2009. As
part of such  evaluation,  management  considered  the matters  discussed  below
relating to internal control over financial reporting.  Based on this evaluation
our management,  including the Company's  Chief Executive  Officer and Principal
Financial  Officer,  has concluded  that the Company's  disclosure  controls and
procedures  were not  effective as of June 30, 2009 because the Company was late
in filing the original  Quarterly  Report on Form 10-Q for the Company's  fiscal
quarter ended June 30, 2009.

INTERNAL CONTROL OVER FINANCIAL REPORTING

         The Company's Chief Executive Officer and Principal  Financial Officer,
is responsible for establishing and maintaining  adequate  internal control over
financial  reporting (as defined in Rule 13a-15(f)  under the Exchange Act). Our
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.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

         There were no changes in the Company's  internal control over financial
reporting  identified  in  connection  with the  evaluation  of it that occurred
during  the  quarter  ended  June  30,  2009  that  materially  affected  or are
reasonably  likely to  materially  affect the  Company's  internal  control over
financial reporting.



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                                  SIGNATURES

         Pursuant to the requirements 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.


                                  MACHINETALKER, INC.


Dated: December 3, 2009           By:  /s/Roland F. Bryan
                                    --------------------------------------------
                                    Roland F.  Bryan,  Chairman of the Board and
                                    Chief Executive Officer (Principal Executive
                                    Officer)


Dated: December 3, 2009           By:  /s/ROland F. Bryan
                                    --------------------------------------------
                                    Roland F.  Bryan,  Chief  Financial  Officer
                                    (Principal Financial Officer)





































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