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 6, 2006

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.)

111 SW Columbia, Suite 480, Portland, OR	97201
(Address of principal executive offices)	(Zip Code)

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

1631 NW Thurman, Suite 200, Portland, OR 97209

(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 6, 2006, Microfield Group, Inc. issued a press release disclosing its financial results for its quarter ending September 30, 2006. A copy of this press release is attached hereto as Exhibit No. 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 2.02.

     The information in Item 2.02 of this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

     99.1 Press Release, dated November 6, 2006, announcing Third Quarter End 2006 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 9, 2006.

Microfield Group, Inc.
 

/s/ Randall R. Reed  

Randall R. Reed, CFO 

2

Exhibit Index

99.1 Press Release, dated November 6, 2006, Announcing Third Quarter End 2006 Financial Results.

3

EX-99.1

EXHIBIT 99.1

     FOR IMMEDIATE RELEASE

MICROFIELD GROUP REPORTS THIRD QUARTER 2006 RESULTS

Portland, OR — November 6, 2006 — Microfield Group, Inc. (OTC Bulletin Board: MICG) announced financial results today for the three and nine months ended September 30, 2006. Sales for the third quarter 2006 increased to $20,663,000 from $20,074,000 in the three months ended October 1, 2005. The Company recorded net income of $6,653,000 (or $0.08 per diluted share) in the third quarter of 2006 compared to net income of $537,000 (or $0.01 per diluted share) in the third quarter 2005.

Included in the net income in the current quarter is non-cash income of $9,756,000 from the revaluation of a warrant liability stemming from the warrants issued in the October 2005 and June 2006 private placements. Also included are a non-cash expense of $669,000 for the remaining charges on the extended registration period for the shares issued in the October 2005 private placement, and a non-cash charge of $272,000 from stock-based compensation, required to be expensed. On a non-GAAP basis, excluding these three non-cash items, the company would have incurred a net loss for the quarter of $2,162,000 (or $(0.03) per share).

Operating expenses for the three months ended September 30, 2006 were $3,338,000 compared to $2,217,000 in the three months ended October 1, 2005. This increase in operating expenses between periods is due primarily to the inclusion of $714,000 of operating expenses from EnergyConnect, which were not part of the consolidated group for the three months ended October 1, 2005. The current quarter also included $272,000 in stock-based compensation expense and $250,000 in expense above the prior year quarter due to higher legal fees and initial expenses associated with the Sarbanes-Oxley implementation.

Revenue and net income for the nine months ended September 30, 2006 were $60,794,000 and $2,484,000, respectively, compared to revenue and net income for the nine months ended October 1, 2005 of $37,991,000 and $334,000, respectively. On a non-GAAP basis, excluding the non-cash items discussed above, the company would have incurred a net loss for the nine months ended September 30, 2006 of $4,138,000 (or $(0.05) per share).

Commenting on the third quarter results, Rod Boucher, Chief Executive Officer, said, “Possibly the most important achievement is that we have proven the EnergyConnect business model works — Three major grid operators are receiving services from EnergyConnect, and participants including office buildings, universities, industrial facilities, hospitals, and farms are all using EnergyConnect services and systems and receiving payments from EnergyConnect. A base has been established from which we expect to substantially grow the business.”

About Microfield Group, Inc.

Microfield Group combines selling wholesale services to regional power grids with traditional electrical contracting and design and integration of infrastructure for wind, solar and other distributed power systems. This combination provides the platform to be a contributor to the growing alternative energy industry and to provide business processes and software capabilities that link the adjustment of consumer energy consumption to the wholesale electric market. Microfield utilizes consumers of electricity to generate revenue from the regional grids and serves this market through proprietary software and models that enable consumers to adjust use, provide prices to determine beneficial actions, and automate all aspects of the process. Microfield is headquartered in Portland, Oregon, and its common stock is traded on the OTC Bulletin Board under the symbol “MICG.” Additional information about Microfield is available 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.

Contact:

Cary Halsted, Investor Relations, 503-419-3712
Randy Reed, CFO, 503-419-3364

MICROFIELD GROUP, INC.
CONSOLIDATED BALANCE SHEET
($000’S)

	September 30,		December 31,
	2006		2005
	(Unaudited)
Cash	$	2,403	$	729
Other current assets		16,582		11,925
Total current assets		18,985		12,654
Goodwill and intangibles		41,581		41,972
Other long term assets		847		615
Total assets	$	61,413	$	55,241
Accounts payable	$	6,755	$	8,084
Bank line of credit		5,477		5,957
Other current liabilities		3,088		4,323
Total current liabilities		15,320		18,364
Long term liabilities		1,360		8,973
Total liabilities		16,680		27,337
Shareholders’ equity		44,733		27,904
Total liabilities and shareholders’ equity	$	61,413	$	55,241

MICROFIELD GROUP, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
($000’s, except share data)
(Unaudited)

	Three months ended					Nine months ended
	Sept. 30			Oct. 1		Sept. 30			Oct. 1
	2006			2005		2006			2005
Revenue	$	20,663		$	20,073	$	60,794		$	37,991
Cost of goods sold		19,452			16,941		53,970			31,038
Gross profit		1,211			3,132		6,824			6,953
Operating expenses		3,338			2,217		11,097			5,467
Income (loss) from operations		(2,128	)		915		(4,273	)		1,485
Other income (expense)		8,781			378		6,757			(1,151	)
Net income	$	6,653		$	537	$	2,484		$	334
Net income per share:
Basic	$	0.09		$	0.03	$	0.04		$	0.02
Diluted	$	0.08		$	0.01	$	0.03		$	0.02
Shares used in per share calculations:
Basic		74,531,401			20,578,116		65,433,453			19,209,011
Diluted		82,026,176			43,127,020		72,928,227			19,209,011