-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TDnnP8ibwTrTHeFPyCHMG8Iu67l3KZjnaDDNzJZHm7ElCPOxo77ObR9hb+uSMIiG Sb0DnphR6RjApvWi/SCLNw== 0000892917-05-000248.txt : 20051024 0000892917-05-000248.hdr.sgml : 20051024 20051024172434 ACCESSION NUMBER: 0000892917-05-000248 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051024 DATE AS OF CHANGE: 20051024 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Cushing Vincent J CENTRAL INDEX KEY: 0001341697 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: BUSINESS PHONE: 312-945-3143 MAIL ADDRESS: STREET 1: C/O ENTWISTLE & CAPPUCCI LLP STREET 2: 333 WEST WACKER DRIVE SUITE 2070 CITY: CHICAGO STATE: IL ZIP: 60606 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MICROFIELD GROUP INC CENTRAL INDEX KEY: 0000944947 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 930935149 STATE OF INCORPORATION: OR FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-49773 FILM NUMBER: 051152793 BUSINESS ADDRESS: STREET 1: 1631 NW THURMAN, SUITE 310 CITY: PORTLAND STATE: OR ZIP: 97209 BUSINESS PHONE: 5034193580 MAIL ADDRESS: STREET 1: 1631 NW THURMAN, SUITE 310 CITY: PORTLAND STATE: OR ZIP: 97209 FORMER COMPANY: FORMER CONFORMED NAME: MICROFIELD GRAPHICS INC /OR DATE OF NAME CHANGE: 19950504 SC 13G 1 ecsch13g1005cushing.htm 13G/A

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

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. __)*

MICROFIELD GROUP, INC.
(Name of Issuer)

Common Stock, no par value
(Title of Class of Securities)

59536W 10 4
(CUSIP Number)

October 13, 2005
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:


  [_]   Rule 13d-1(b)

  [X]   Rule 13d-1(c)

  [_]   Rule 13d-1(d)

*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 the disclosures provided in a prior cover page.

The information required in 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).




Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


Page 1 of 5 pages





CUSIP 59536W 10 4 No. 13G Page 2 of 5 Pages

1. Name of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only).

Vincent J. Cushing                    

2. Check the Appropriate Box If a Member of Group (See Instructions) (a) [_]
(b) [_]

3. SEC Use Only

4. Citizenship or Place of Organization

United States                   



Number
Of Shares
Beneficially
Owned By
Each
Reporting
Person With
  5. Sole Voting Power
9,703,245          

 6. Shared Voting Power
0          

  7. Sole Dispositive Power
9,703,245          

 8. Shared Dispositive Power
0

9. Aggregate Amount Beneficially Owned by Each Reporting Person

9,703,245                   

10. Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
|_|

11. Percent of Class Represented by Amount in Row (11)

16.8 percent                   

12. Type of Reporting Person (See Instructions)

IN                    




CUSIP 59536W 10 4 No. 13G Page 3 of 5 Pages

Item 1(a) Name of Issuer:

Microfield Group, Inc.

Item 1(b)

Address of Issuer's Principal Executive Offices:


1631 N.W. Thurman, Suite 200
Portland, Oregon 97209

Item 2(a)

Name of Person Filing:

Vincent J. Cushing

Item 2(b)

Address of Principal Business Office or, if None, Residence:

c/o Entwistle & Cappucci, LLP
333 West Wacker Drive, Suite 2070
Chicago, Illinois 60606

Item 2(c)

Citizenship:

United States

Item 2(d)

Title of Class of Securities:

Common Stock, no par value

Item 2(e)

CUSIP Number:

59536W 10 4

Item 3

Not applicable.

Item 4

Ownership.
The following information is as of October 13, 2005:

(a)  Amount Benefically Owned:
      9,703,245 shares

(b)  Percent of Class:
      16.8 percent

(c)  Number of shares as to which such person has:

     (i)  Sole power to vote or to direct the vote: 9,703,245*

     (ii)  Shared power to vote or to direct the vote:   0

     (iii)  Sole power to dispose or to direct the disposition of: 9,703,245*

     (iv)  Shared power to dispose or to direct the disposition of:  0

*Includes 4,060,914 shares which may be acquired upon the exercise of stock purchase warrants with an exercise price of $2.58 per share.

---------Page 4 of 5---------

Item 5

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of five percent of the class of securities, check the following [ ].

Item 6

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent
Holding Company or Control Person.

Item 8

Identification and Classification of Members of the Group.

Not applicable.

Item 9

Notice of Dissolution of Group.

Not applicable.

Item 10

Certifications.

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

---------Page 5 of 5---------

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.



October 24, 2005


/s/ Vincent J. Cushing
Vincent J. Cushing
      

ATTENTION: Intentional misstatements or omissions of fact constitute federal criminal violations (See 18 USC 1001)



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