424B3 1 a06-16401_5424b3.htm PROSPECTUS FILED PURSUANT TO RULE 424(B)(3)

Filed Pursuant to Rule 424(b)(3)

File Number 333-131816

PROSPECTUS SUPPLEMENT NO. 2

Prospectus Supplement No. 2 dated October 19, 2006

to Prospectus declared

effective on August 9, 2006

as supplemented by

Prospectus Supplement No. 1 dated September 6, 2006

(Registration No. 333-131816)

MICROFIELD GROUP, INC.

This Prospectus Supplement No. 2 supplements our Prospectus dated August 9, 2006, as supplemented by Prospectus Supplement No. 1 dated September 6, 2006.  The shares that are the subject of the Prospectus have been registered to permit their resale to the public by the selling stockholders named in the Prospectus.  We are not selling any shares of common stock in this offering and therefore will not receive any proceeds from this offering.  You should read this Prospectus Supplement No. 2 together with the Prospectus and Prospectus Supplement No. 1.

The table set forth in the section of the Prospectus entitled “Selling Stockholders” is hereby updated to reflect the transfer of (i) 3,391,165 shares of common stock from Energy Fund II LLC,  (ii) 898,852 shares of common stock from Energy Fund III LLC and (iii) 712,991 shares of common stock from Energy Fund IV LLC. The selling stockholders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time or from time to time since the dates on which it provided the information regarding the shares beneficially owned by it, all or a portion of the shares beneficially owned by it in transactions registered under other effective registration statements or exempt from the registration requirements of the Securities Act.

The following shall appear within the Selling Stockholders table:

Beneficial Ownership

Prior to Offering

Name of Selling
Stockholder

Shares

Percentage (1)

Shares
Offered

Energy Fund III, LLC

6,896

*

6,896

Energy Fund IV, LLC

6,897

*

6,897

Energy Fund II, LLC

13,793

*

13,793

S Capital, LLC

179,475(2)

*

85,891

 



 

Kevin Pritchard

572,379(3)

*

225,397

Steve Pritchard

44,871(4)

*

21,473

John Gabriel

44,871(4)

*

21,473

John Nash

168,319(5)

*

70,847

Tavares Williams Jr.

286,636(6)

*

193,043

L. Martin Brantley

156,831(7)

*

88,799

Gerald W. Frank,
Trustee of the Gerald
W. Frank Revocable
Living Trust dated
12/12/01

89,745(8)

*

42,949

Bridgeview Dental
LLC 401(k) Profit
Sharing Plan fbo John
Briles

269,221(9)

*

128,840

Richard Wright

89,743(8)

*

42,948

Daniel C. Carroll

232,339(10)

*

86,929

Charles E. Mautz

269,126(11)

*

128,795

Stanley W. Smith

1,178,705(12)

1.6

445,054

Steve McClurg

392,903(13)

*

139,505

George
Communications, LLC

594,154(14)

*

277,053

William Purcell

392,883(15)

*

139,500

James F. Rippey,
Trustee of the James F.
Rippey Revocable
Living Trust dated
5/4/04

392,856(16)

*

139,494

Tracy Salzwedel

392,919(17)

*

139,509

Aequitas Capital
Management, Inc.

2,729,048(18)

3.6

556,649

Reynold Roeder

295,177(19)

*

201,740

Brent M. Cook

134,171(20)

*

91,700

Timothy M. Rippey
and Janice L. Rippey,
Trustees of the
Timothy M. Rippey
Revocable Trust

134,171(20)

*

91,700

James A. Bisenius

670,855(21)

1.0

458,499

Craig P. Stuvland

268,342(22)

*

183,399

Craig Zanon

268,342(22)

*

183,399

Ted W. Clarke

107,337(23)

*

73,360

 



 

Lincoln Ware

134,171(24)

*

91,700

Michael L. Larson

67,086(25)

*

45,850

Thane Cleland

177,505(26)

*

121,317

William C.
McCormick

2,226,722(27)

2.9

3,263

Elgie J. McGrath

4,852(28)

*

1,201

Larry L. Sevy

5,274(29)

*

1,305

Patrick Terrell and
Susan B. Terrell,
JTWROS

831,216(30)

1.1

205,710

Robert J. Jesenik

8,309,407(31)

10.8

553,454

Brian A. Oliver

3,933,759(32)

5.2

257,449

Thomas A. Sidley

3,179,221(33)

4.2

224,935

PatRick Investments, LLC

2,925,936(34)

3.9

221,181

Rick Terrell

2,983,499(34)

4.0

221,181

Pamela J. Robertson

653

*

653

Kirsten A. Manning

15,000

*

15,000

Darren M. Olsen

15,000

*

15,000

David T. Pierce

15,000

*

15,000

Michael D. Lichtenwalter

15,000

*

15,000

University of
Oregon Foundation

30,000

*

30,000

 

* less than 1%

(1)  Percentage prior to offering is based on 73,728,975 shares of common stock outstanding as of September 30, 2006.

(2)  Includes 56,658 shares of common stock underlying warrants.

(3)  Includes 180,887 shares of common stock underlying warrants.

(4)  Includes 14,165 shares of common stock underlying warrants.

(5)  Includes 53,174 shares of common stock underlying warrants.

(6)  Includes 92,378 shares of common stock underlying warrants.

(7)  Includes 49,564 shares of common stock underlying warrants.

(8) Includes 28,331 shares of common stock underlying warrants.

(9) Includes 84,989 shares of common stock underlying warrants.

(10) Includes 73,444 shares of common stock underlying warrants.

(11) Includes 84,959 shares of common stock underlying warrants.

(12) Includes 372,687 shares of common stock underlying warrants.

(13) Includes 124,229 shares of common stock underlying warrants.

(14) Includes 187,926 shares of common stock underlying warrants.

(15) Includes 124,223 shares of common stock underlying warrants.

(16) Includes 124,214 shares of common stock underlying warrants.

(17) Includes 124,234 shares of common stock underlying warrants.

(18) Includes 587,370 shares of common stock underlying preferred stock and 652,767 shares of common stock underlying warrants.

(19) Includes 93,426 shares of common stock underlying warrants.

(20) Includes 42,466 shares of common stock underlying warrants.

(21) Includes 212,061 shares of common stock underlying warrants.

(22) Includes 84,932 shares of common stock underlying warrants.

(23) Includes 33,973 shares of common stock underlying warrants.

(24) Includes 42,466 shares of common stock underlying warrants.

(25) Includes 21,233 shares of common stock underlying warrants.

(26) Includes 13,716 shares of common stock underlying warrants.

(27) Includes 263,158 shares of common stock underlying shares of preferred stock and 1,837,486 shares of common stock underlying warrants and stock options. Mr. McCormick is the Chairman of our company.

(28) Includes 1,528 shares of common stock underlying warrants.

(29) Includes 1,661 shares of common stock underlying warrants.

(30) Includes 261,781 shares of common stock underlying warrants.

(31) Includes 2,129,613 shares of common stock underlying preferred stock and 955,654 shares of common stock underlying warrants.

(32) Includes 1,054,549 shares of common stock underlying preferred stock and 468,083 shares of common stock underlying warrants.

(33) Includes 862,471 shares of common stock underlying preferred stock and 387,275 shares of common stock underlying warrants.

(34) Includes 905,975 shares of common stock underlying preferred stock and 402,135 shares of common stock underlying warrants.

 

Our common stock is listed on the OTC Bulletin Board under the symbol “MICG.”

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this Prospectus Supplement.  Any representation to the contrary is a criminal offense.

The date of this Prospectus Supplement is October 19, 2006.