944947--3/16/2007--MICROFIELD_GROUP

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{stock, price, share}

{acquisition, growth, future}

{stock, price, operating}

{property, intellectual, protect}

{control, financial, internal}

{financial, litigation, operation}

{competitive, industry, competition}

{operation, natural, condition}

{personnel, key, retain}

{cost, regulation, environmental}

{product, market, service}

{interest, director, officer}

{cost, operation, labor}

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CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS Risks Relating to Our Business We Have a History Of Losses Which May Continue and Which May Negatively Impact Our Ability to Achieve Our Business Objectives. If We Experience Continuing Losses and Are Unable to Obtain Additional Funding Our Business Operations Will be Harmed and If We Do Obtain Additional Financing Our Then Existing Shareholders Many Of Our Competitors Are Larger and Have Greater Financial and Other Resources than We Do and Those Advantages Could Make It Difficult For Us to The Failure To Manage Our Growth In Operations And Acquisitions Of New Product Lines And New Businesses Could Have A Material Adverse Effect On Us. Potential future acquisitions could be difficult to integrate, disrupt our business, dilute stockholder value and adversely affect our operating results. Goodwill Recorded On Our Balance Sheet May Become Impaired, Which Could Have A Material Adverse Effect On Our Operating Results. If We Are Unable to Retain the Services of Messrs. Boucher, Walter and Ameduri, or If We Are Unable to Successfully Recruit Qualified Managerial and Sales Personnel Having Experience in Business, We May Not Be Able to Continue Our Operations. Our success is dependent on the growth in energy management and curtailment programs, and the continued need for electrical construction and technology services, and to the extent that such growth slows and the need for services curtail, our business may be harmed. Our quarterly results fluctuate and may cause our stock price to decline. Failure to keep pace with the latest technological changes could result in Failure to properly manage projects may result in costs or claims. During the ordinary course of our business, we may become subject to lawsuits or indemnity claims, which could materially and adversely affect our business Our failure to comply with, or the imposition of liability under, environmental laws and regulations could result in significant costs. The electric infrastructure servicing business is subject to seasonal variations, which may cause our operating results to vary significantly from period to period and could cause the market price of our stock to fall. Employee strikes and other labor-related disruptions may adversely affect our Our Trademark and Other Intellectual Property Rights May not be Adequately Protected Outside the United States, Resulting in Loss of Revenue. Intellectual Property Litigation Could Harm Our Business. Risks Relating to Our Common Stock If We Fail to Remain Current on Our Reporting Requirements, We Could be Removed From the OTC Bulletin Board Which Would Limit the Ability of Broker-Dealers to Sell Our Securities and the Ability of Stockholders to Sell Their Securities in Our Common Stock is Subject to the Penny Stock Rules of the SEC and the Trading Market in Our Securities is Limited, Which Makes Transactions in Our Stock Cumbersome and May Reduce the Value of an Investment in Our Stock. Potential Fluctuations in Annual Operating Results Limitation of Liability and Indemnification of Officers and Directors Continued Influence of Current Officers and Directors

Full 10-K form ▸

944947--3/16/2007--MICROFIELD_GROUP_INC