INFINITE GROUP INC 10-K/A for FY2019
INFINITE GROUP INC (IMCI)
10-K/A
2020-05-11
For: 2019-12-31
View Original
Added on
April 06, 2026
About this 10-K/A
INFINITE GROUP INC filed this 10-K/A on May 11, 2020, covering the fiscal year ended December 31, 2019 (FY2019).
Headline figures
Fiscal year ended December 31, 2019, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $7.09M
- up 11.4% from $6.37M a year earlier
- Net income
- $47.98K
- up 29.7% from net income of $37K a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment
No. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2019
Commission File Number 0-21816
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Infinite Group, Inc.
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175 Sully’s Trail, Suite 202
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Pittsford, NY 14534
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(585) 385-0610
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A Delaware Corporation
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IRS
Employer Identification Number: 52-1490422
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Securities registered pursuant to Section 12(g) of the Act: Common
Stock, $.001 Par Value
Common stock is quoted on the OTC Bulletin Board under the trading
symbol IMCI
Indicate
by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes ☐ No
☒
Indicate
by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes
☐ No ☒
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such
files). Yes ☒ No ☐
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, a smaller reporting company or an emerging
growth company. See the definitions of “large accelerated
filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company”
in Rule 12b-2 of the Exchange Act.
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Large
Accelerated filer ☐
Non-accelerated
filer ☐
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Accelerated filer
☐
Smaller
reporting company ☒
Emerging growth
company ☐
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If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of the common stock of the registrant
held by non-affiliates of the registrant (based upon the closing
price on the Over the Counter Bulletin Board of $.02 on June 30,
2019 the last business day of the registrant’s most recently
completed second fiscal quarter) was approximately
$580,000.
As of March 24, 2020, 29,061,883 shares of the registrant's common
stock, $.001 par value, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
NONE
EXPLANATORY
NOTE
The sole purpose of
this Amendment No. 1 to the Annual Report on Form 10-K for the
quarterly period ended December 31, 2019 of Infinite Group, Inc.
(the “Company”) filed with the Securities and Exchange
Commission on March 30, 2020 (the “Form 10-Q”) is to
include Exhibit 101 to the Form 10-Q, which contains the XBRL
(eXtensible Business Reporting Language) Interactive Data File for
the financial statements and notes.
No other changes
have been made to the Form 10-K. This Amendment No. 1 to the Form
10-K speaks as of the original filing date of the Form 10-K, does
not reflect events that may have occurred subsequent to the
original filing date, and does not modify or update in any way
disclosures made in the original Form 10-K.
1
FORWARD LOOKING STATEMENT INFORMATION
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INFINITE GROUP, INC.
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Form 10-K
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TABLE OF CONTENTS
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PART IV.
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Item
15.
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Exhibits
and Financial Statement Schedules
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3
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Signatures
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5
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2
Item
15. Exhibits and
Financial Statement Schedules
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(a)
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The following
documents are filed as part of this report:
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(1)
Financial Statements – See the Index to the financial
statements on page F-1.
(b) Exhibits:
Exhibit
No. Description
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3.1
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Certificate of
Incorporation of the Company dated April 29, 1993. (1)
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3.5
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By-Laws of the
Company. (1)
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4.1
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Specimen Stock
Certificate. (1)
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10.3
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Form of Stock
Option Agreement. (1)
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10.9
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Modification
Agreement No. 3 to Promissory Notes between Allan Robbins and the
Company dated October 1, 2005. (6)
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3
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10.22
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Promissory Note in
favor of the PBGC dated October 17, 2011. (15)
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101.INS XBRL
Instance Document. *
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101.SCH
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XBRL Taxonomy
Extension Schema Document. *
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101.CAL
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XBRL Taxonomy
Extension Calculation Linkbase Document. *
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101.LAB
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XBRL Taxonomy
Extension Label Linkbase Document. *
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101.PRE
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XBRL Taxonomy
Extension Presentation Linkbase Document. *
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101.DEF
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XBRL Taxonomy
Extension Definition Linkbase Document. *
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* Filed as an
exhibit hereto.
**Management
contract or compensatory plan or arrangement.
# Portions of this
exhibit have been omitted pursuant to a request for confidential
treatment under Rule 24b-2 of the Securities Exchange Act of 1934,
as amended. Omitted portions have been filed separately with the
SEC.
(1) Previously
filed as an exhibit to the Company's Registration Statement on Form
S-1 (File #33- 61856) and incorporated herein by
reference.
(2) Incorporated by
reference to Appendix II of the Company's DEF14A filed on February
1, 2006.
(3) Incorporated by
reference to the Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1997.
(4) Incorporated by
reference to the Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1998.
(5) Incorporated by
reference to the Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2002.
(6) Incorporated by
reference to the Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2005.
(7) Incorporated by
reference to the Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2006.
(8) Incorporated by
reference to the Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2007.
(9) Incorporated by
reference to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2008.
(10) Incorporated
by reference to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2009.
(11) Incorporated
by reference to the Company's Quarter Report on Form 10-Q for the
quarterly period ended June 30, 2010.
(12) Incorporated
by reference to the Company's Quarter Report on Form 10-Q for the
quarterly period ended September 30, 2010.
4
(13)
Incorporated by reference to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 2010.
(14)
Incorporated by reference to the Company's Current Report on Form
8-K filed on September 12, 2011.
(15)
Incorporated by reference to the Company's Current Report on Form
8-K filed on November 7, 2011.
(16)
Incorporated by reference to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 2012.
(17)
Incorporated by reference to the Company's Current Report on Form
8-K filed on December 4, 2014.
(18)
Incorporated by reference to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 2014.
(19)
Incorporated by reference to the Company's Quarter Report on Form
10-Q for the quarterly period ended September 30,
2015.
(20)
Incorporated by reference to the Company's Quarter Report on Form
10-Q for the quarterly period ended September 30,
2016.
(21)
Incorporated by reference to the Company's Quarter Report on Form
10-Q for the quarterly period ended June 30, 2017.
(22) Incorporated
by reference to the Company's Quarter Report on Form 10-Q for the
quarterly period ended September 30, 2017.
(23)
Incorporated by reference to the Company's Current report on Form
10-K for the fiscal year ended December 31, 2017.
(24) Incorporated
by reference to the Company's Current Report on Form 8-K filed on
May 16, 2019.
(25) Incorporated
by reference to the Company's Current Report on Form 8-K filed on
August 22, 2019.
Information
required by schedules called for under Regulation S-X is either not
applicable or is included in the financial statements or notes
thereto.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly
authorized.
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Infinite
Group, Inc.
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Date:
March 31, 2020
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By:
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/s/
James Villa
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James
Villa
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Chief
Executive Officer
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Pursuant
to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates
indicated.
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/s/
James Villa
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James
Villa
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Chief
Executive Officer and President
(Principal
Executive Officer)
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March
31, 2020
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/s/
Richard Glickman
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Richard
Glickman
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VP
Finance and Chief Accounting Officer
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March
31, 2020
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(Principal
Financial and Accounting Officer)
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/s/
Andrew Hoyen
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Andrew
Hoyen
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Chief
Operating Officer and Director
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March
31, 2020
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/s/
Donald W. Reeve
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Donald
W. Reeve
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Chairman
of the Board
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March
31, 2020
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5
EXHIBIT 31.1
CERTIFICATION
I, James Villa, certify that:
1.
I
have reviewed this amended annual report on Form
10-K/A of Infinite Group, Inc.;
2.
Based
on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the
period covered by this report;
3.
Based
on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in
this report;
4.
The
registrant’s other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:
a)
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which this report is being prepared;
b)
Designed such
internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles;
c)
Evaluated
the effectiveness of the registrant’s disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation;
and
d)
Disclosed
in this report any change in the registrant’s internal
control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over
financial reporting; and
5.
The
registrant’s other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the
audit committee of the registrant’s board of directors (or
persons performing the equivalent functions):
a)
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s
ability to record, process, summarize and report financial
information; and
b)
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s
internal control over financial reporting.
Date: March 31,
2020
/s/
James Villa
-----------------------------------
James
Villa
Chief
Executive Officer
(Principal
Executive Officer
EXHIBIT 31.2
CERTIFICATION
I, Richard Glickman, certify that:
1.
I
have reviewed this amended annual report on Form
10-K/A of Infinite Group, Inc.;
2.
Based
on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the
period covered by this report;
3.
Based
on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in
this report;
4.
The
registrant’s other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:
a)
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which this report is being prepared;
b)
Designed such
internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles;
c)
Evaluated
the effectiveness of the registrant’s disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation;
and
d)
Disclosed
in this report any change in the registrant’s internal
control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over
financial reporting; and
5.
The
registrant’s other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the
audit committee of the registrant’s board of directors (or
persons performing the equivalent functions):
a)
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s
ability to record, process, summarize and report financial
information; and
b)
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s
internal control over financial reporting.
Date: March 31,
2020
/s/
Richard Glickman
-----------------------------------
Richard
Glickman
VP
Finance and Chief Accounting Officer
(Principal
Financial Officer)
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Amended Annual Report of
Infinite Group, Inc. (the “Company”) on Form
10-K/A for the fiscal year ending December 31, 2019 as
filed with the Securities and Exchange Commission
(“SEC”) on the date hereof (the "Report"), I, James
Villa, Chief Executive Officer of the Company, certify, pursuant to
18 U.S.C. § 1350, as adopted pursuant to § 906 of the
Sarbanes-Oxley Act of 2002, that:
(1)
The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended;
and
(2)
The information contained in the Report fairly presents, in all
material respects, the financial condition and results of
operations of the Company.
A
signed original of this written statement has been provided to the
Company and will be retained by the Company and furnished to the
SEC or its staff upon request.
Dated: March 31,
2020
__/s/ James
Villa_____
James Villa
Chief Executive Officer
(Principal Executive Officer)
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Ameneded Annual Report of
Infinite Group, Inc. (the "Company") on Form 10-K/A
for the fiscal year ending December 31, 2019 as filed with the
Securities and Exchange Commission (“SEC”) on the date
hereof (the "Report"), I, Richard Glickman, VP Finance and Chief
Accounting Officer of the Company, certify, pursuant to 18 U.S.C.
§ 1350, as adopted pursuant to § 906 of the
Sarbanes-Oxley Act of 2002, that:
(1)
The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended;
and
(2)
The information contained in the Report fairly presents, in all
material respects, the financial condition and results of
operations of the Company.
A
signed original of this written statement has been provided to the
Company and will be retained by the Company and furnished to the
SEC or its staff upon request.
Dated: March 31,
2020
__/s/ Richard
Glickman____________
Richard Glickman
VP Finance and Chief Accounting Officer
(Principal Financial and Accounting Officer)