ITEM 8.01 OTHER EVENTS

Historically, Roland F. Bryan, the Chairman and Chief Executive Officer of MachineTalker, Inc. (the "Company"), has been making loans to the Company to enable it to continue to operate. Mr. Bryan's loans have essentially been the only source of working capital for the Company for the past year. The Company has earned insufficient revenue to sustain its operation, and management is uncertain as to if or when the Company will earn enough revenue. As of the end of the Company's third fiscal quarter, Mr. Bryan's total advances to the Company were approximately $925,000, not including prior advances that he made for which he accepted repayment in the form of restricted shares of the Company's Common Stock. Mr. Bryan is expected to discontinue making loans to the Company, which may cause the Company to discontinue its business operations in the near future. The Company is currently seeking funding from other sources, but there is no assurance that any funding will be available or available on terms satisfactory to it. If additional capital is not available from other sources in the near future, the Company may cease to operate.