INFINITE GROUP INC 10-K/A for FY2020
INFINITE GROUP INC (IMCI)
10-K/A
2021-04-16
For: 2020-12-31
View Original
Added on
April 06, 2026
About this 10-K/A
INFINITE GROUP INC filed this 10-K/A on April 16, 2021, covering the fiscal year ended December 31, 2020 (FY2020).
Headline figures
Fiscal year ended December 31, 2020, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $7.22M
- up 1.8% from $7.09M a year earlier
- Net income
- $676K
- up 1309.0% from net income of $47.98K 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, 2020
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(b) of the Act
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Common
Stock, $0.001 par value per share
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IMCI
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OTC
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(Title of each class)
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(Trading Symbol)
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(Name of each exchange on which registered)
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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 has filed a report on
and attestation to its management’s assessment of the
effectiveness of its internal control over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b))
by the registered public accounting firm that prepared or issued
its audit report. ☒
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 $.09 on June 30,
2020 the last business day of the registrant’s most recently
completed second fiscal quarter) was approximately
$1,850,000.
As of March 24, 2021, 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 fiscal year ended December 31, 2020 of Infinite Group,
Inc. (the “Company”) filed with the Securities and
Exchange Commission on March 30, 2021 (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.
2
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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
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4
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Signatures
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6
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FORWARD LOOKING STATEMENT INFORMATION
Certain
statements made in this Annual Report on Form 10-K are
“forward-looking statements” regarding the plans and
objectives of management for future operations and market trends
and expectations. Such statements involve known and unknown risks,
uncertainties and other factors that may cause our actual results,
performance or achievements to be materially different from any
future results, performance or achievements expressed or implied by
such forward-looking statements. The forward-looking statements
included herein are based on current expectations that involve
numerous risks and uncertainties. Our plans and objectives are
based, in part, on assumptions involving the expansion of our
business. Assumptions relating to the foregoing involve judgments
with respect to, among other things, future economic, competitive
and market conditions and future business decisions, all of which
are difficult or impossible to predict accurately and many of which
are beyond our control. Although we believe that our assumptions
underlying the forward-looking statements are reasonable, any of
the assumptions could prove inaccurate and, therefore, there can be
no assurance that the forward-looking statements included in this
report will prove to be accurate. In light of the significant
uncertainties inherent in the forward-looking statements included
herein, the inclusion of such information should not be regarded as
a representation by us or any other person that our objectives and
plans will be achieved. We undertake no obligation to revise or
update publicly any forward-looking statements for any reason.
Factors that could cause actual results to differ materially from
those expressed or implied by such forward-looking statements
include, but are not limited to, the factors set forth herein under
the headings “Business,” “Risk Factors” and
“Management’s Discussion and Analysis of Financial
Condition and Results of Operations”. The terms
“we”, “our”, “us”, or any
derivative thereof, as used herein refer to Infinite Group, Inc., a
Delaware corporation.
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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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Promissory
Note in favor of the PBGC dated October 17, 2011. (15)
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4
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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.
(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.
(26) Incorporated
by reference to the Company's Current report on Form 10-K for the
fiscal year ended December 31, 2019.
(27) Incorporated
by reference to the Company's Quarter Report on Form 10-Q for the
quarterly period ended March 31, 2020.
Information
required by schedules called for under Regulation S-X is either not
applicable or is included in the financial statements or notes
thereto.
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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 30,
2021
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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
(Principal
Executive Officer)
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March
30, 2021
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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
30, 2021
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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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President
and Chief Operating Officer
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March
30, 2021
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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
30, 2021
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6
EXHIBIT 31.1
CERTIFICATION
I,
James Villa, certify that:
1. I
have reviewed this annual report on Form 10-K 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 30, 2021
/s/
James Villa
-----------------------------------
James
Villa
Chief
Executive Officer
(Principal
Executive Officer)
EXHIBIT 31.2
CERTIFICATION
I,
James Villa, certify that:
1. I
have reviewed this annual report on Form 10-K 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 30, 2021
/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 Annual Report of Infinite Group, Inc. (the
"Company") on Form 10-K for the fiscal year ending December 31,
2020 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 30, 2021
__/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 Annual Report of Infinite Group, Inc. (the
"Company") on Form 10-K for the fiscal year ending December 31,
2020 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 30, 2021
__/s/
Richard Glickman____________
Richard
Glickman
VP
Finance and Chief Accounting Officer
(Principal
Financial and Accounting Officer)
EXHIBIT 10.55
MODIFICATION AGREEMENT No. 7 TO
PROMISSORY
NOTES
This
MODIFICATION AGREEMENT is made as of February 14, 2021 between
Infinite Group, Inc., a Delaware corporation with offices at 175
Sully’s Trail Suite 202, Pittsford, NY 14534
(“Borrower”) and Northwest Hampton Holdings, LLC, a
New York limited liability company with an address at 308 Rock
Beach Road, Rochester, NY 14617
(“Lender”).
WHEREAS,
the Borrower has issued to Lender a note in the principal amount of
$203,323.70 dated December 31, 2003, which note has a principal
balance of $146,300.00 and an interest balance of $97,102.45 at
2/14/2021 (the “NWHH Note”); and
WHEREAS,
the parties desire to modify the terms and conditions of the NWHH
Note as follows:
NOW,
THEREFORE, the parties agree as follows:
1)
The Note is
modified to provide that the time at which the entire principal
balance and accrued and unpaid interest shall be due and payable is
January 1, 2024.
2)
Except as modified
by this Agreement, all of the terms, covenants and conditions of
the Notes shall remain the same.
In
witness whereof, Borrower and Lender have executed this Agreement
under the day and year first written above.
INFINITE
GROUP, INC.
___/s/
Andrew Hoyen____________________
By:
Andrew Hoyen, President
NORTHWEST
HAMPTON HOLDINGS, LLC
___/s/
James A. Villa_____________________
By:
James A. Villa, Sole Member
PROMISSORY NOTE
$328,000.00
Dated: December 30,
2020
FOR
VALUE RECEIVED, INFINITE GROUP,
INC., a corporation with offices at 175 Sully’s Trail,
Suite 202, Pittsford, NY 14534 (the “Borrower”), hereby
promises to pay to Donald Reeve, an individual residing at 7 Cross
Meadow Lane, Pittsford, NY 14534, (the “Lender”), the
principal sum of three hundred twenty-eight thousand Dollars
($328,000.00), plus interest at the annual rate of 6 percent (6%),
The interest payments are due quarterly. First payment to be made
on April 1, 2021 and every three (3) months thereafter until the
note is retired. Principal payments of one hundred thousand dollars
($100,000.00) are to be made on January 1, 2022 and January 1,
2023.
Term:
The
term of this note is thirty-six (36) months, due January 1, 2024.
The remaining balance of One hundred twenty-eight thousand Dollars
($128,000.00) will be due at that time.
Borrower shall have
the right, at its option and without prior notice to Lender, and
without penalty, to prepay all or any part of the outstanding
principal amount of this Note at any time.
Upon
the occurrence of any of the following events of default, the
entire indebtedness evidenced by this Note, including expenses of
collection, shall immediately become due and payable without
further notice, presentation or demand:
(i) The
failure to pay an installment within ten (10) days of its due date
following the Lender’s written notice of default and
demand;
(ii)
The bankruptcy of Borrower or the filing by Borrower of a voluntary
petition under any provision of the bankruptcy laws; the
institution of bankruptcy proceedings in any form against Borrower
which shall be consented to or permitted to remain undismissed or
unstayed for ninety (90) days; or the making by Borrower of an
assignment for the benefit of creditors;
(iii)
The taking of any judgment against Borrower, which judgment is not
paid in accordance with its terms, satisfied, discharged, stayed or
bonded within ninety (90) days from the entry thereof;
or
(iv)
The assignment of this Note by Borrower, provided, however, that
Borrower may assign this Note to any person or entity that
controls, is controlled by or is under common control with,
Borrower.
No
failure on the part of Lender to exercise, and no delay in
exercising, any of the rights provided for herein, shall operate as
a waiver thereof, nor shall any single or partial exercise by
Lender of any right preclude any other or future exercise thereof
or the exercise of any other right.
Lender
shall not, without the express prior written consent of Borrower,
assign, sell, gift or otherwise transfer this Note to any third
party, provided, however, that Lender may assign this Note to any
person or entity that controls, is controlled by or is under common
control with, Lender without the prior consent of
Borrower.
This
note and agreement shall be interpreted and construed according to,
and governed by, the laws of the State of New York, excluding any
laws that might direct the application of the laws of another
jurisdiction. All actions or suits in law or equity arising out of
or related to this Note and Agreement shall be litigated in Supreme
Court Monroe County, New York and shall not be
removed.
Borrower
agrees to pay all costs and expenses incurred by Lender in
enforcing this Note, including without limitation all reasonable
attorneys’ fees and expenses incurred by Lender.
IN WITNESS WHEREOF,
Borrower has caused this Note to be executed and delivered as of
the date set forth above.
INFINITE
GROUP, INC.
By:
_/s/ James A. Villa__________________
James
A. Villa, CEO
Date:
_December 30, 2020_______________
Donald
W. Reeve
By:
_/s/ Donald W. Reeve_______________
Donald
W. Reeve
Date: __December
30, 2020______________