SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)*
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A)
INFINITE GROUP, INC.
.................................................................................
(Name of Issuer)
Common Stock, par value $.001 per share
.................................................................................
(Title of Class of Securities)
456910306
.................................................................................
(CUSIP Number)
Northwest Hampton Holdings, LLC
c/o James Villa
c/o Stuart L. Levison, Esq.
Allen & O'Brien, One East Avenue
Rochester, New York 14604
Tel: 585-546-2456
.................................................................................
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 1, 2007
.................................................................................
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
SCHEDULE
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13D
CUSIP NO. 456910306 Page 2 of 7 Pages
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(1) Names of Reporting Persons
S.S. or I.R.S. Identification
Nos. Of Above Persons Northwest Hampton Holdings, LLC
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(2) Check the appropriate Box (a)
if a Member of a Group (b)
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(3) SEC Use Only
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(4) Source of Funds
WC
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(5) Check Box if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
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(6) Citizenship or Place of New York
Organization
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Number of Shares (7) Sole Voting Power 9,329,171
Beneficially Owned Each
Reporting Person With
-----------------------------------------------
(8) Shared Voting 0
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(9) Sole Dispositive 9,329,171
-----------------------------------------------
(10) Shared Dispositive
Power 0
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(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 9,329,171
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(12) Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
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(13) Percent of Class Represented
by Amount in Row 11 28.4%
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(14) Type of Reporting Person
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT
SCHEDULE
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13D
CUSIP NO. 456910306 Page 3 of 7 Pages
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(1) Names of Reporting Persons
S.S. or I.R.S. Identification
Nos. Of Above Persons James Villa
--------------------------------------------------------------------------------
(2) Check the appropriate Box (a)
if a Member of a Group (b)
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Source of Funds
OO
--------------------------------------------------------------------------------
(5) Check Box if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
--------------------------------------------------------------------------------
(6) Citizenship or Place of United States
Organization
--------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power 9,329,171
Beneficially Owned Each
Reporting Person With
(8) Shared Voting 0
(9) Sole Dispositive 9,329,171
(10) Shared Dispositive
Power 0
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 9,329,171
--------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares ` [ ]
--------------------------------------------------------------------------------
(13) Percent of Class Represented
by Amount in Row 11 28.4%
--------------------------------------------------------------------------------
(14) Type of Reporting Person
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
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SCHEDULE
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13D
CUSIP NO. 456910306 Page 4 of 7 Pages
Item 1. SECURITY AND ISSUER.
Name of Issuer: Infinite Group Inc. (the "Company")
Address of Issuer's Principal Executive Offices:
60 Office Park Way
Pittsford, New York 14534
Security: Common Stock, par value $.001 per share ("Shares")
Item 2. Identity and Background.
This statement is being jointly filed by each of the following persons
pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission
pursuant to Section 13 of the Securities Exchange Act of 1934, as amended:
Northwest Hampton Holdings, LLC, a New York limited liability company
("Northwest"), and James Villa, a United States citizen (together Northwest and
James Villa are the "Reporting Persons").
Northwest's principal business is consulting. James Villa is the sole
member of Northwest, and may be deemed to indirectly beneficially own the Shares
directly beneficially owned by Northwest. The business address of the Reporting
Persons is c/o Stuart L. Levison, Esq. Allen & O'Brien, One East Avenue,
Rochester, New York 14604.
During the last five years, neither of the Reporting Persons has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
SCHEDULE
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13D
CUSIP NO. 456910306 Page 5 of 7 Pages
Item 3. Source and Amount of Funds or Other Consideration.
Beneficial ownership (as such term is defined under Rule 13d-3 of the
Securities Exchange Act of 1934, as amended) of the 9,329,171 Shares was
acquired pursuant to various convertible notes issued by the Company to
Northwest in 2003 and 2004 in loan transactions (the "Northwest Notes") to fund
the Company's working capital requirements in the principal amount of $382,124
(not including the $50,000 principal amount Northwest Notes sold on May 1, 2007
as described in Item 5(c) below). The Northwest Notes mature on January 1, 2016.
Northwest's source of funds for the loans to the Company was its working capital
and cash on hand.
Item 4. Purpose of the Transaction.
The Northwest Notes are held by Northwest for the purpose of
investment.
Except as otherwise disclosed herein, the Reporting Persons are not
considering any plans or proposals which relate to or would result in any of the
following: (a) the acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company; (b) an extraordinary
corporate transaction, such as a merger, reorganization, or liquidation,
involving the Company or any of its subsidiaries; (c) a sale or transfer of any
material amount of assets of the Company or any of its subsidiaries; (d) any
change in the Company's Board of Directors or management; (e) any material
change in the present capitalization or dividend policy of the Company; (f) any
material change in the Company's business, corporate structure, charter or
bylaws; (g) any change which would impede the acquisition of control of the
Company by any person; (h) causing any class of securities of the Company to be
delisted; (i) the Company's common stock to be eligible to be deregistered under
the Securities Exchange Act of 1934, as amended; or (j) any actions similar to
those enumerate above.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Subject to certain limitations, as described Item 6 below, the
aggregate number of Shares that may be deemed to be beneficially owned by the
Reporting Persons are 9,329,171 Shares, which are issuable upon the conversion
of the Northwest Notes (includes principal and accrued interest in the amount of
$466,459 as of May 1, 2007). The 9,329,171 Shares represent approximately 28.4%
of the total outstanding Shares as of May 1, 2007. The percentage of outstanding
Shares beneficially owned by the Reporting Persons are based upon the aggregate
of 32,854,136 outstanding Shares consisting of (x) 23,524,965 Shares outstanding
as of May 1, 2007 and (y) 9,329,171 Shares underlying the Northwest Notes.
SCHEDULE
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13D
CUSIP NO. 456910306 Page 6 of 7 Pages
(b) Upon conversion of the Northwest Notes, Mr. Villa, as the sole
member of Northwest, would have the sole power to vote or to direct the vote,
and sole power to dispose or to direct the disposition of all the Shares which
underlie the Northwest Notes.
(c) On May 1, 2007, pursuant to an exemption from registration under
Section 4(1 1/2) of the Securities Act of 1933, as amended, the Reporting
Persons in private transactions sold $50,000 principal Amount Northwest Notes to
three accredited investors.
(d) Except as stated within this Item 5, only Mr. Villa has the right
to direct the receipt of dividends from, or proceeds from the sale of, the
Shares reported by this statement. To the knowledge of the Reporting Persons,
only Northwest has the right to receive dividends, or proceeds, from the sale of
the Shares reported by this statement.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to
Securities of the Issuer.
The Northwest Notes are currently convertible into Shares subject to the
following limitations:
1. The Shares issuable upon a proposed conversion can not result in a
change in control of the Company which would limit the use of its net operating
loss carryforwards; provided, however, if the Company closes a transaction with
another third party or parties that results in a change of control which will
limit the use of its net operating loss carryforwards, then the change of
control provision shall no longer be in effect. The Company estimates that at
December 31, 2005, up to approximately 11,000,000 Shares could be issued as a
result of conversions of principal and accrued interest before a change of
control would be deemed to occur that would limit the use of the Company's net
operating loss carryforwards.
2. Prior to any conversion by Northwest, other note holders holding
notes which are then convertible into 5% or more of the Company's then
outstanding Shares shall be entitled to participate on a pari passu basis with
Northwest and upon any such participation Northwest shall proportionately adjust
its conversion request such that, in the aggregate, a change of control which
would limit the use of the Company's net operating loss carryforwards does not
occur.
SCHEDULE
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13D
CUSIP NO. 456910306 Page 6 of 7 Pages
Item 7. Material to be Filed as Exhibits.
None.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: May 3, 2007
/s/ JAMES VILLA
------------------------------
James Villa
Northwest Hampton Holdings, LLC
By: /s/ JAMES VILLA
-------------------------------
James Villa
Its sole member