SC 13G/A 1 b413126_sc13g-a.txt SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 2)* Under the Securities Exchange Act of 1934 MicroFinancial Incorporated (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 595072109 (CUSIP Number) April 10, 2006 (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). CUSIP No. 595072109 ----------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Rebellion Research Inc. ----------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [--] (b) [--] ------------------------------------------------------------------------------ 3 SEC USE ONLY ------------------------------------------------------------------------------ 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York ------------------------------------------------------------------------------ 5 SOLE VOTING POWER 517,000 ------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY NONE OWNED BY ------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON NONE WITH ------------------------------------------- 8 SHARED DISPOSITIVE POWER NONE ----------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 517,000 ----------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [--] ----------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.75%(1) ----------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* ----------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! ------------ (1) Based on 13,785,273 shares of MicroFinancial Incorporated's Common Stock outstanding as of the report filed on Form 10-K on March 1, 2006. ITEM 1(a). NAME OF ISSUER: MicroFinancial Incorporated ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICE: 10 M Commerce Way Woburn, MA 01801 ITEM 2(a). NAME OF PERSON FILING: Rebellion Research Inc. ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: 501 Fifth Avenue New York, New York 10017 ITEM 2(c). CITIZENSHIP: New York ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock, $0.01 par value ITEM 2(e). CUSIP NUMBER: 595072109 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b) OR 13d-2(c), CHECK WHETHER THE PERSON FILING IS A: This statement is not filed pursuant to Rule 13d-1(b), or 13d-2(b), or 13d-2(c). ITEM 4. OWNERSHIP: (a) AMOUNT BENEFICIALLY OWNED: 517,000 (b) PERCENT OF CLASS: 3.75%(2) (c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (i) Sole power to vote or to direct the vote: 517,000 (ii) Shared power to vote or to direct the vote: NONE (iii) Sole power to dispose or to direct the disposition of: NONE (iv) Shared power to dispose or to direct the disposition of: NONE 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 more than 5 percent of the class of securities, check the following [X] 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: Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: Not Applicable ITEM 9. NOTICE OF DISSOLUTION OF THE GROUP: Not Applicable ------------ (2)Based on 13,785,273 shares of MicroFinancial Incorporated's Common Stock outstanding as of the report filed on Form 10-K on March 1, 2006. ITEM 10. CERTIFICATION: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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. 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. Rebellion Research Inc. By: /s/ Alexander Fleiss --------------------------------------------- Name: Alexander Fleiss Title: Chief Executive Officer