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) August 02, 2007

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

(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 August 02, 2007, Microfield Group, Inc. issued a press release disclosing its financial results for the three and six months ended June 30, 2007.  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 August 02, 2007, announcing the financial results for the three and six months ended June 30, 2007.

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: August 8, 2007.

Microfield Group, Inc.

/s/ Randall R. Reed

Randall R. Reed, CFO

2

Exhibit Index

99.1 Press Release, dated August 6, 2007, announcing the financial results for the three and six months ended June 30, 2007

3

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

MICROFIELD GROUP REPORTS SECOND QUARTER 2007 RESULTS;

ENERGYCONNECT YTD REVENUE GROWS FIVEFOLD OVER PRIOR YEAR

Portland, OR – August 2, 2007 -- Microfield Group, Inc. (OTC Bulletin Board: MICG) announced financial results today for the three and six months ended June 30, 2007.  Sales for the second quarter 2007 decreased to $17,666,000 from $24,299,000 in the three months ended July 1, 2006.  The revenue for the current quarter includes $3,117,000 from EnergyConnect and $14,549,000 from Christenson Electric.  The increase in EnergyConnect revenue from $313,000 in the second quarter of 2006 is due primarily to increased usage of EnergyConnect services by participants, and a larger base of participants.  EnergyConnect revenue for the current six month period was $5,717,000, a 5X increase over their revenues in the same six month period last year.

The decrease in CEI revenue is primarily a result of the lack of revenue from any large wind projects in the current quarter compared to the prior year’s second quarter.  Also contributing to the lower revenue is a slow electrical construction environment in the Portland area.

The Company recorded a net loss of $1,061,000 or $0.01 per basic share, in the second quarter of 2007 compared to net income of $1,052,000 or $0.02 per basic share in the second quarter 2006.  Included in the net loss in the current quarter is a non-cash charge of $284,000 from stock-based compensation.  On a non-GAAP basis, excluding this non-cash item, the company would have incurred a net loss for the current quarter of $777,000 or $0.01 per share.  Included in the prior year’s second quarter net income is a non-cash $2.5 million gain on warrant revaluation.

Revenue and net loss for the six months ended June 30, 2007 were $31,798,000 and $3,033,000, respectively, compared to revenue and net loss for the six months ended July 1, 2006 of $40,132,000 and $4,170,000, respectively.  Included in the current six month loss is a non-cash charge of $484,000 in stock-based compensation expense.

Sales, general and administrative (S, G & A) costs for the three months ended June 30, 2007 were $4,325,000 compared to $3,932,000 in the three months ended July 1, 2006.  This increase in overhead expenses between periods is due primarily to increases in personnel costs in EnergyConnect as we invest in the sales force needed to grow the revenue base in that business.  Sales, general and administrative (S, G & A) costs for the six months ended June 30, 2007 were $8,444,000 compared to $7,759,000 in the six months ended July 1, 2006.

Commenting on the second quarter results, Rod Boucher, Chief Executive Officer, said, “We continue to see an increase in EnergyConnect revenues generated both by additional participants as well as increased usage of the energy and capacity programs.”  Boucher added, “We continue to sign new participant contracts and are working to achieve quicker adoption and more intensive use of our technology in energy curtailment programs by our participants.”

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:

Microfield Group, Inc.

Randy Reed, CFO, (503) 419-3364

MICROFIELD GROUP, INC.

CONSOLIDATED BALANCE SHEET

($000’S)

	June 30,		December 30,
	2007		2006
	(Unaudited)
Cash	$	2,223	$	2,545
Accounts receivable		8,970		9,105
Other current assets		2,909		3,301
Total current assets		14,102		14,951
Goodwill and intangibles		41,179		41,443
Other long term assets		806		753
Total assets	$	56,087	$	57,147
Accounts payable	$	4,864	$	5,063
Bank line of credit		5,203		3,830
Other current liabilities		3,208		3,377
Total current liabilities		13,275		12,270
Long term liabilities		1,175		1,261
Total liabilities		14,450		13,531
Shareholders’ equity		41,637		43,616
Total liabilities and shareholders’ equity	$	56,087	$	57,147

MICROFIELD GROUP, INC.

CONSOLIDATED STATEMENT OF OPERATIONS

($000’s, except share data)

(Unaudited)

	Three months ended						Six months ended
	June 30,			July 1,			June 30,			July 1,
	2007			2006			2007			2006
Revenue	$	17,666		$	24,299		$	31,798		$	40,132
Cost of goods sold		14,178			21,459			25,963			34,518
Gross profit		3,488			2,840			5,835			5,614
Sales, general and administrative		4,041			3,434			7,960			6,783
Stock-based compensation		284			498			484			976
Loss from operations		(837	)		(1,092	)		(2,609	)		(2,145	)
Other (expense)		(208	)		(315	)		(424	)		(605	)
Derivative income (expense)		-			2,459			-			(1,437	)
Gain (loss) before provision for income taxes		(1,045	)		1,052			(3,017	)		(4,187	)
Provision for income taxes		16			-			16			-
Gain (loss) from continuing operations		(1,061	)		1,052			(3,033	)		(4,187	)
Gain on discontinued operations		-			-			-			17
Net gain (loss)	$	(1,061	)	$	1,052		$	(3,033	)	$	(4,170	)
Net gain (loss) per share:
Basic	$	(0.01	)	$	0.02		$	(0.04	)	$	(0.07	)
Diluted	$	(0.01	)	$	0.01		$	(0.04	)	$	(0.07	)
Shares used in per share calculations:
Basic		83,012,972			65,018,352			81,453,776			60,884,478
Diluted		83,012,972			86,008,025			81,453,776			60,884,478