FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Potter Scott   2. Issuer Name and Ticker or Trading Symbol MCF CORP [MCM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 575 MARKET STREET, SUITE 1975 3. Date of Earliest Transaction (Month/Day/Year) 02/15/2005 (Street) SAN FRANCISCO, CA 94105 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/15/2005   J   4,615,385 A (1) 4,615,385 I See Footnote (2) Common Stock 06/07/2005   P   359,583 A $ 1 4,974,968 I See Footnote (2) Common Stock               41,510 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Warrants

$ 1.48

02/15/2005

J

1,384,616

05/03/2006

08/11/2008

Common Stock

1,384,316

(3)

1,384,616

I

See Footnote (4)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Potter Scott 575 MARKET STREET SUITE 1975 SAN FRANCISCO, CA 94105	X

Signatures

/s/ Scott Potter		05/03/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Shares were contributed by London Merchant Securities plc ("LMS") to San Francisco Equity Partners, L.P. ("SFEP") as capital on February 15, 2005.
(2)	Shares are held by SFEP. Reporting Person is managing member of SFEP I, LLC ("SF LLC"), the general partner of SFEP, and may be deemed to have voting and dispositive power over the shares held by SFEP. Reporting Person disclaims beneficial ownership of the shares held by SFEP except to the extent of his pecuniary interest therein.
(3)	Warrants were contributed by London Merchant Securities plc ("LMS") to San Francisco Equity Partners, L.P. ("SFEP") as capital on February 15, 2005.
(4)	Warrants are held by SFEP. Reporting Person is managing member of SFEP I, LLC ("SF LLC"), the general partner of SFEP, and may be deemed to have voting and dispositive power over the warrants held by SFEP. Reporting Person disclaims beneficial ownership of the warrants held by SFEP except to the extent of his pecuniary interest therein.

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