8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest reported) November 10, 2005

Microfield Group, Inc.

(Exact name of registrant as specified in its charter)

Oregon	000-26226	93-0935149
(State or other jurisdiction of incorporation)	Commission file number	(IRS Employer Identification No.)

1631 NW Thurman, Suite 200, Portland, OR	97209
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (503) 419-3580

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02. Results of Operations and Financial Condition.

     On November 10, 2005, Microfield issued a press release announcing its financial results for the third quarter ended October 1, 2005. A copy of the press release is attached hereto as Exhibit 99.1

     The press release furnished as an exhibit to this Form 8-K shall not be deemed “filed” under the Securities Exchange Act of 1939, as amended.

ITEM 9.01. financial statements and exhibits.

     (c) Exhibits

     Exhibit 99.1 Press Release, dated November 10, 2005, Announcing Third Quarter 2005 Financial Results

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     Date: November 18, 2005.

Microfield Group, Inc.
 

/s/ A. Mark Walter  

A. Mark Walter, President 

 2 

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE
MICROFIELD GROUP REPORTS NET INCOME AND INCREASED SALES

Portland, OR — November 10, 2005 — Microfield Group, Inc. (OTC Bulletin Board: MICG) announced financial results today for the three and nine months ended October 1, 2005. The Company produced net income of $537,000 (or $0.01 per diluted share) in the third quarter of 2005 compared to a net loss of $1,552,000 (or $(0.09) per share) in the third quarter 2004. Sales for the third quarter 2005 increased to $20,074,000 from $9,493,000 in the third quarter 2004. This total included $9,307,000 in sales from Christenson Electric (CEI), acquired by Microfield on July 20, 2005.

For the nine months ended October 1, 2005 the Company produced net income of $214,000 (or $0.01 per diluted share) compared to a net loss of $4,580,000 (or $(0.27) per share) for the nine months ended October 2, 2004. Sales for the nine months ended October 1, 2005 were $37,991,000 compared to $28,329,000 for the same period in 2004.

Sales, general and administrative costs for the three and nine months ending October 1, 2005 were $2,313,000 and $5,467,000, respectively compared to $2,424,000 and $7,649,000 in the three and nine months ended October 2, 2004, respectively. These reductions in overhead expenses of $111,000 and $2,189,000, respectively, represent a decrease of 4.6% and 28.5% in year over year expenses for the three and nine month periods.

Commenting on the third quarter results, Rod Boucher, Chief Executive Officer, said, “Third quarter results reflect a continuation of the ongoing improvement trend of the past three quarters, and solid performance by the Microfield team in increased sales, cost control, and customer service. Revenues in newly acquired EnergyConnect are developing to expectations,” added Boucher, “and we anticipate revenue increasing in future quarters as that business continues to develop.”

About Microfield Group, Inc.

Microfield Group, Inc. (“Microfield” or the “Company”) is engaged in the arena of energy related technology products and services. Through its subsidiaries, Microfield offers an array of new technologies for energy production, distribution, and management. Microfield also offers services within other segments including data, telephony and fire/life/security systems. The company’s strategic objective is to grow its customer base and brand value to capitalize on acquisition opportunities and strategic partnerships that broaden its product and service offerings in the energy field. Microfield is headquartered in Portland, Oregon, and its common stock is traded on the OTC Bulletin Board under the symbol “MICG.”.

Forward Looking Statements

This press release includes statements that may constitute “forward-looking” statements. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties that could cause or contribute to such differences that include, but are not limited to, competitive factors, the success of new products in the marketplace, dependence upon third-party vendors, and the ability to obtain financing. By making these forward-looking statements, the Company undertakes no obligation to update these statements for revisions or changes after the date of this release.

For further information, please contact:

Investor Relations Contact:	Salzwedel Financial Communications
	Jeff Salzwedel at (503) 722-7300
Company Contact:	Gard & Gerber Public Relations
	David Dugan at (503) 419-3581