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"
- Peter Lynch
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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
MachineTalker, Inc.
--------------
(Name of Issuer)
Common Stock, $0.001 par value
----------------------------
(Title of Class of Securities)
55448V 303
---------------------------
(CUSIP Number)
Roland Bryan
513 De La Vina Street, Santa Barbara, California 93101
(805) 957-1680
--------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 3, 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, and is filing this
schedule because of ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
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.
SCHEDULE 13D
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Page 2 of 5 Pages
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- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON:
William E. Beifuss, Jr.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
Number of 7 SOLE VOTING POWER
Shares 133,479,748
Beneficially ------------------------------------------------
owned by 8 SHARED VOTING POWER
Each 0
Reporting ------------------------------------------------
Person 9 SOLE DISPOSITIVE POWER
with 133,479,748
------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
133,479,748 shares of common stock
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.57% Common Stock
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON OO
- --------------------------------------------------------------------------------
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Page 3 of 5 Pages
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ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to shares of common stock,
$0.001 par value, of MachineTalker, Inc., a Delaware corporation ("MTI"). The
address of the principal executive offices of MTI is 513 De La Vina Street,
Santa Barbara, California 93101.
ITEM 2. IDENTITY AND BACKGROUND.
This statement on Schedule 13D is being filed on behalf of William E.
Beifuss, Jr. and his 100% owned affiliate, Cumorah Capital, Inc., a Nevada
corporation (collectively, "WB"). The address of the principal executive offices
of WB is 3225 McLeod Drive, Suite 100, Las Vegas, Nevada 89121.
WB has not, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
WB has not, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
WB acquired 75,709,701 of these shares on August 3, 2010 for a total
purchase price of $34,069.37, paid for with WB's working capital. WB acquired
32,500,000 of these shares from MTI on February 12, 2010 for a total purchase
price of $100,000, paid for with WB's working capital. WB acquired 24,470,047 of
the shares from another shareholder of MTI for $26,244, paid for with WB's
working capital. The balance of the shares were acquired by WB in other
transactions more than one year ago.
ITEM 4. PURPOSE OF TRANSACTION.
WB acquired the shares of common stock of MTI for investment purposes.
WB voted to approve a one for five reverse stock split of MTI's issued and
outstanding common stock and a change of the name of MTI to Solar 3D, Inc.,
which have been proposed and recommended by MTI's Board of Directors. The
reverse stock split and name change are expected to occur in the near future.
Other than as set forth above, WB does not currently have any plans or
proposals, either individually or collectively with another person, which
relates to or would result in:
(a) The acquisition by any person of additional securities of MTI, or
the disposition of securities of MTI.
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving MTI or any of its subsidiaries.
(c) A sale or transfer of a material amount of assets of MTI or any of
its subsidiaries.
(d) Any change in the present board of directors or management of MTI,
including any plans or proposals to change the number or term of directors or to
fill any existing vacancies on the board.
(e) Any material change in the present capitalization or dividend
policy of MTI.
(f) Any other material change in MTI's business or corporate structure.
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Page 4 of 5 Pages
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(g) Changes in MTI's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of MTI by
any person.
(h) Causing a class of securities of MTI to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
system of a registered national securities association.
(i) A class of equity securities of MTI becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act.
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The percentages of outstanding shares of MTI common stock reported
below are based on the statement that as of August 3, 2010 there were
484,199,105 shares of MTI common stock outstanding.
(a) WB beneficially owns or may be deemed to beneficially own shares of
MTI common stock as follows:
No. of Shares % of Class
----------------- -------------
Common Shares 133,479,748* 27.57%
----------------- -------------
133,479,748 27.57%
*These shares are owned 132,465,748 by Cumorah Capital, Inc. and 1,014,000 by
William E. Beifuss, Jr. Mr. Beifuss owns 100% of the total issued and
outstanding capital and voting stock of Cumorah Capital, Inc., and is its
Chairman and Chief Executive Officer.
(b) For information regarding the number of shares of MTI common stock
as to which WB holds or shares or may be deemed to hold, reference is made to
items (7) - (12) of the cover page for this statement on Schedule 13D.
(c) Other than as set forth herein, there have been no transactions in
shares of MTI common stock effected by WB during the past 60 days.
(d) No person other than WB has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
shares of MTI common stock reported as being beneficially owned (or which may be
deemed to be beneficially owned) by WB.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
WB has no contracts, arrangements, understandings or relationships
(legal or otherwise) with other persons with respect to the securities of MTI,
other than as described in this statement on Schedule 13D.
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Page 5 of 5 Pages
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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.
Dated: August 3, 2010
/s/ William E. Beifuss, Jr.
--------------------------------------------
William E. Beifuss, Jr., Individually and
as the President of Cumorah Capital, Inc.