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 event reported) November 12, 2009

EnergyConnect 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.)

901 Campisi Way, Suite 260, Campbell, CA	95008
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (408) 370-3311

(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 9.01 Financial Statements and Exhibits

(d) Exhibits 99.1 Press release issued November 12, 2009

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 12, 2009.

EnergyConnect Group, Inc.

/s/ Kevin R. Evans

Kevin R. Evans

Chief Executive Officer

EX-99.1

Exhibit 99.1

ENERGYCONNECT GROUP INC.  REPORTS THIRD QUARTER PROFIT

SAN JOSE, CA – November 12, 2009 -- EnergyConnect Group, Inc. (OTC Bulletin Board: ECNG) announced financial results today for the three and nine-months ended October 3, 2009.  The Company announced revenues from operations of $10,338,000 for the third quarter 2009 with net income of $528,000.

“We are pleased with the continued improvement in our operating results. Revenue for the period reflects the solid foundation of business that we’ve established this year in the capacity markets” commented Kevin Evans, EnergyConnect’s President and Chief Executive Officer. “The Company’s performance remains on track with our expectations given the reduced loads, mild summer and historically low electricity prices.”

The Company recorded net income of $528,000 or $0.01 per share for the three months ended October 3, 2009, compared to net income of $2,164,000 or $0.02 per share for the three months ended September 27, 2008.

Revenue and net loss for the nine months ended October 3, 2009 were $19,070,000 and $952,000 ($0.01 loss per share), respectively, compared to revenue and net loss of $24,083,000 and $2,144,000 ($0.02 loss per share) for the nine months ended September 27, 2008, respectively.  Included in the loss for the nine months ended September 27, 2008 is a loss of $11,300 from our discontinued subsidiary Christenson Electric.

Operating expenses, for the three months ended October 3, 2009 were $2,246,000, compared to $3,024,000 in the three months ended September 27, 2008.  Included in these totals are non cash charges for stock-based compensation of $187,000 and $172,000 for the three months ended October 3, 2009 and September 27, 2008, respectively.  The $778,000 decrease in year over year quarterly expenses was primarily due to staff reductions, salary reductions taken by the management team, and a continued effort to lower operating expenses.

Cash and certificates of deposits were $1,725,000 at October 3, 2009 compared to $710,000 at January 3, 2009, of which $66,800 was restricted at both quarter and year end.

About EnergyConnect Group, Inc.

EnergyConnect delivers industry leading Demand Response technologies and services to commercial, industrial and institutional consumers enabling them to manage their use of electricity in response to market prices or regional power shortages. The EnergyConnect technology platform provides a scalable, cost-effective, clean technology to enhance the grid’s efficiency and reliability.  For more information about this leading edge technology or about investor relations, visit:  http://www.energyconnectinc.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.

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For further information, please contact:

Investor Relations Contacts:	Andrew Warner, CFO
	408-898-4592

ENERGYCONNECT GROUP, INC.

CONSOLIDATED BALANCE SHEET

	October 3		January 3,
	2009		2009
	(Unaudited)
Cash	$	1,624,975	$	410,101
Certificates of deposit		100,000		300,000
Accounts receivable		10,711,799		4,373,818
Other current assets		324,285		269,144
Total current assets		12,761,059		5,353,063
Intangibles		1,492,609		1,633,622
Other long term assets		329,610		370,139
Total assets	$	14,583,278	$	7,356,824
Accounts payable	$	10,241,733	$	5,116,296
Bank line of credit		-		117,257
Other current liabilities		359,426		127,016
Total current liabilities		10,601,159		5,360,569
Note payable, net of debt discount		1,878,671		-
Total liabilities		12,479,830		5,360,569
Shareholders’ equity		2,103,448		1,996,255
Total liabilities and shareholders’ equity	$	14,583,278	$	7,356,824

ENERGYCONNECT GROUP, INC.

CONSOLIDATED STATEMENT OF OPERATIONS

($000’s, except share data)

(Unaudited)

	Three months ended					Nine months ended
	October 3,			September 27,		October 3,			September 27,
	2009			2008		2009			2008
Revenue	$	10,338		$	11,461	$	19,070		$	24,083
Cost of revenues		7,221			6,458		12,161			16,945
Gross profit		3,117			5,183		6,909			7,138
Sales, general and administrative		2,059			2,852		6,525			8,678
Stock-based compensation		187			172		601			644
Total operating expenses		2,246			3,024		7,126			9,322
Income (loss) from operations		871			2,159		(217	)		(2,184	)
Other income (expense), net		(343	)		5		(735	)		51
Income (loss) from continuing operations		528			2,164		(952	)		(2,133	)
Gain (loss) on discontinued operations		-			-		-			(11	)
Net income (loss)	$	528		$	2,164	$	(952	)	$	(2,144	)
Net income (loss) per share:
Basic	$	0.01		$	0.02	$	(0.01	)	$	(0.02	)
Diluted	$	0.01		$	0.02	$	(0.01	)	$	(0.02	)
Shares used in per share calculations:
Basic		95,629,961			94,684,424		95,433,808			89,941,134
Diluted		96,839,705			94,697,281		95,433,808			89,941,134