SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. ___)*
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.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
456910306
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(CUSIP Number)
Northwest Hampton Holdings, LLC
c/o Stuart L. Levison, Esq.
Allen & O'Brien
One East Avenue
Rochester, New York 14604
Tel: 585-546-2456
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
March 31, 2006
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(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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CUSIP NO. 456910306 13D 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 if a Member of a Group
(a) |_|
(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 Organization
New York
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Number of (7) Sole Voting Power
Shares
Beneficially 11,272,766
Owned by --------------------------------------------------------------
Each (8) Shared Voting
Reporting
Person 0
With --------------------------------------------------------------
(9) Sole Dispositive
11,272,766
--------------------------------------------------------------
(10) Shared Dispositive Power
0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
11,272,766
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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
36.2 %
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(14) Type of Reporting Person
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT
SCHEDULE
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CUSIP NO. 456910306 13D 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
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(2) Check the appropriate Box if a Member of a Group
(a) |_|
(b) |_|
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(3) SEC Use Only
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(4) Source of Funds
OO
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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 Organization
United States
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Number of (7) Sole Voting Power
Shares
Beneficially 11,272,766
Owned by --------------------------------------------------------------
Each (8) Shared Voting
Reporting
Person 0
With --------------------------------------------------------------
(9) Sole Dispositive
11,272,766
--------------------------------------------------------------
(10) Shared Dispositive Power
0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
11,272,766
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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
36.2 %
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(14) Type of Reporting Person
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
SCHEDULE
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CUSIP NO. 456910306 13D 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:
595 Blossom Road, Suite 309
Rochester, New York 14610
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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CUSIP NO. 456910306 13D 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 11,272,766 Shares were
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 aggregate amount of $563,638,
including aggregate principal of $496,124 and accrued interest through March 31,
2006 of $67,514. 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. To that extent that the amount of accrued interest payable increases, the
number of shares acquired pursuant to the various convertible notes will
increase.
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 the deregistered
under the Securities Exchange Act of 1934; or (j) any actions similar to those
enumerate above.
Item 5. Interest in Securities of the Issuer.
(a) Subject to certain limitations described Item 6 below, the aggregate
number of Shares that may be deemed to be beneficially owned by the Reporting
Persons are 11,272,766 Shares, which are issuable upon the conversion of the
Northwest Notes (including principal in the amount of $496,124 and accrued
interest in the amount of $67,514 through March 31, 2006). The 11,272,766 Shares
represent approximately 36.2% of the total outstanding Shares as of March 31,
2006. The percentage of outstanding Shares beneficially owned by the Reporting
Persons are based upon the aggregate of 31,129,647 outstanding Shares consisting
of (x) 19,856,881 Shares outstanding as of March 31, 2006 and (y) 11,272,766
Shares underlying the Northwest Notes.
SCHEDULE
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CUSIP NO. 456910306 13D 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) The Reporting Persons effected no transactions in the Shares during
the past 60 days.
(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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CUSIP NO. 456910306 13D Page 7 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: April 7, 2006
/s/ James Villa
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James Villa
Northwest Hampton Holdings, LLC
By: /s/ James Villa
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James Villa
Its sole member