Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment No. 1)
|
MACHINETALKER,
INC.
|
|
(Name of Issuer)
|
|
Common
Stock, par value $.001 per share
|
|
(Title
of Class of Securities)
|
| 55448V204 |
| (CUSIP Number) |
|
Wings
Fund, Inc.
3225
McLeod Drive, Suite 100
Las
Vegas, NV 89121
(702)
214-1103
Copy
To:
Gregory
Sichenzia, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway, 32nd
Flr
New
York, NY 10006
|
|
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
|
|
February 1, 2010
|
|
(Date of Event which Requires Filing of this
Statement)
|
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D/A, and is filing this
schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [_]
Note: Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See § 240.13d-7 for other parties
to whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP
No.
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55448V204
|
|
1
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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|||
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Wings
Fund, Inc.
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||||
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
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|||
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(a) [_]
(b) [_]
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||||
|
3
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SEC
USE ONLY
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|||
|
4
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SOURCE
OF FUNDS (See Instructions)
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|||
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N/A
|
||||
|
5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR
2(E)
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|||
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N
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||||
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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|||
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Nevada
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||||
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
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||
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13,090,000(1)
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||||
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8
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SHARED VOTING POWER
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|||
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0
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||||
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9
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SOLE DISPOSITIVE POWER
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|||
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13,090,000
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||||
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10
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SHARED DISPOSITIVE POWER
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|||
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0
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||||
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|||
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13,090,000
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||||
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
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|||
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[_]
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||||
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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|||
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4.9% (based on 261,976,793 shares of Common Stock issued
and outstanding)
|
||||
|
14
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TYPE
OF REPORTING PERSON (See Instructions)
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|||
|
CO
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||||
|
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(1)
Karen M. Graham holds voting and dispositive power over the 13,090,000 shares held by Wings Fund,
Inc.
2
Item 1. Security and
Issuer
Pursuant to Rule 13d-2 promulgated under the Act, this
Schedule 13D/A relates to and amends the Statement of Beneficial Ownership on
Schedule 13D of the Wings Fund, Inc. (“WFI”) filed with the United States
Securities Exchange Commission on May 15, 2009 (the "Schedule 13D"), with
respect to the common stock, par value $0.001 per share (the "Shares"),
of MachineTalker, Inc., a Delaware corporation (the "Issuer"). The address of
the principal executive offices of the Issuer is 513 De La Vina Street, Santa Barbara, CA
93101.
Item2. Identity and
Background
(a) This
statement is being filed by ("WFI").
(b) The
business address of WFI is 3225 McLeod Drive, Suite 100, Las Vegas, NV
89121.
(c) WFI
is a private investment company.
(d) WFI
has not during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanours).
(e) During the past five
years, WFI has not been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result thereof was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws;
(f) WFI
is incorporated under the laws of the State of Nevada.
Item 3. Source and Amount of Funds or Other
Considerations
N/A. The transaction which is the subject of this filing
is a disposition.
Item 4. Purpose of
Transaction
On February 1, 2010, WFI disposed of an aggregate of
37,470,047 shares of the Issuer which reduced WFI’s percentage ownership
interest to 4.9% the issued and outstanding common stock of the Issuer. WFI’s
obligation with respect to filing reports on Schedule 13D is hereby terminated
until such time as WFI may acquire additional shares of the Issuer.’s securities.
Notwithstanding the
foregoing, WFI does not have any present plans or
proposals which relate to or would result in:
|
(a)
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The
acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the
Issuer;
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(b)
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An extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving
the Issuer or any of its
subsidiaries;
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(c)
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A sale or transfer of a material
amount of assets of the Issuer or any of its
subsidiaries;
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(d)
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Any change in the present board
of directors or management of the Issuer, including any plans or proposals
to change the number or term of directors or to fill any existing
vacancies on the
board;
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(e)
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Any material change in the
present capitalization or dividend policy of the
Issuer;
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(f)
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Any other material change in the
Issuer’s business or corporate
structure;
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(g)
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Changes in the Issuer’s charter,
by-laws or instruments corresponding thereto or other actions which may
impede the acquisition or control of the Issuer by any
person;
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(h)
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Causing a class of securities of
the Issuer to be delisted from a national securities exchange or to cease
to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities
association;
|
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(i)
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A class of equity security of the
Issuer becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934;
or
|
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(j)
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Any action similar to any of
those enumerated
above.
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Item 5. Interest in Securities of the
Issuer
As of February 1, 2010, the aggregate number and percentage of
the Common Stock of the Issuer beneficially owned by WFI. is 13,090,000 shares or 4.9% of the issued and outstanding common
stock of the Issuer. WFI has the sole power to vote or dispose
of all of its Shares of the Issuer.
Except as
set out above, WFI has not effected any other transaction in any securities of
the Issuer in the past sixty days.
Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the
Issuer
There are no contracts, arrangements,
understandings or relationships (legal or otherwise) between WFI and any other person or entity with
respect to any securities of the Issuer.
Item 7. Material to Be Filed as
Exhibits
N/A.
3
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
| Wings Fund, Inc. | |||
|
Dated:
February 16, 2010
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By:
|
/s/ James L. Bartlett III | |
| James L. Bartlett III | |||
| Chief Financial Officer | |||