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0000950124-05-002062.txt : 20050331 0000950124-05-002062.hdr.sgml : 20050331 20050330214312 ACCESSION NUMBER: 0000950124-05-002062 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050330 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050331 DATE AS OF CHANGE: 20050330 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26226 FILM NUMBER: 05716179 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 8-K 1 v07497e8vk.htm FORM 8-K e8vk

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)		March 30, 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))

TABLE OF CONTENTS


	ITEM 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
	ITEM 7.01 Regulation FD Disclosure
	ITEM 9.01 Financial Statements and Exhibits
SIGNATURES
EXHIBIT 99

ITEM 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Gary M. Kapral has resigned as the Chief Financial Officer of Microfield Group, Inc. effective as of March 25, 2005 to accept a new position in Nevada.

Randall R. Reed was appointed as the Chief Accounting Officer effective as of March 28, 2005. Mr. Reed has been assisting in the preparation and review of all of the Company’s financial filings for the last 4 years and has been integral in the Company’s financial review process. Mr. Reed has been providing financial consulting services to public and private companies for the last five years.

ITEM 7.01 Regulation FD Disclosure

Attached is the press release to be issued by the Company regarding Mr. Kapral’s departure and Mr. Reed’s promotion.

ITEM 9.01 Financial Statements and Exhibits


Exhibit No.		Description
99		Press release regarding Mr. Kapral’s departure and Mr. Reed’s promotion.

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: March 30, 2005.
		Microfield Group, Inc.

		/s/ A. Mark Walter

		A. Mark Walter, President

EX-99 2 v07497exv99.htm EXHIBIT 99 exv99

Exhibit 99

FOR IMMEDIATE RELEASE

MICROFIELD ANNOUNCES CHANGE OF AUDITORS AND EXPANDED ROLE OF CHIEF ACCOUNTING OFFICER

Portland, OR – March 31, 2005 – Microfield Group, Inc. (“Microfield” or the “Company”) (OTC Bulletin Board: MICG) announced today that it has formalized its decision to change corporate and SEC auditing firms and has expanded the role of its Chief Accounting Officer.

On March 17^th, 2005 the Company’s Board of Directors approved the transition of corporate accounting and auditing responsibilities from PricewaterhouseCoopers to the firm of Russell, Bedford and Stefani. “After an extensive search for auditors experienced in working with mid and small-cap publicly traded companies, we felt that Russell, Bedford and Stefani were the best fit for Microfield. They had the strongest credentials and track record, currently managing over 30 OTCBB client firms. We are very pleased to have Russell, Bedford and Stefani as our new audit partner. In addition, we sincerely appreciate and thank the team at PricewaterhouseCoopers for serving us in this capacity over the past few years.” said A. Mark Walter, President of Microfield. The Company also reports that due to the transition to the new auditing firm, it will be late in the filing of its 2004 10KSB, which is due March 31^st. The Company’s and its auditors expect to have the audit and 10KSB filing completed within the extension period as allowed by the SEC.

The Company also announced that Randall R. Reed will assume additional executive and financial reporting responsibilities. Prior to this expansion of duties, Mr. Reed was responsible for Microfield’s financial and SEC reporting functions. Mr. Reed will assume the additional duties due to the departure of former CFO Gary M. Kapral, who recently left Microfield for a position in Las Vegas. “We are pleased to expand Randy’s role and welcome his years of CFO, accounting and SEC reporting experience within Microfield and other publicly-traded companies.” said Walter.

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”. For more information about Microfield, visit our website at www.microfield.com.

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:		Steve Wright at (503) 419-3581

Table of Contents

Table of Contents