10-K/A
INFINITE GROUP INC (IMCI)
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
| Infinite Group, Inc. |
|---|
| 175 Sully’s Trail, Suite 202 |
| Pittsford, NY 14534 |
| (585) 385-0610 |
| A Delaware Corporation |
| IRS<br>Employer Identification Number: 52-1490422 |
Securities registered pursuant to Section 12(b) of the Act
| Common<br>Stock, $0.001 par value per share | IMCI | OTC |
|---|---|---|
| (Title of each class) | (Trading Symbol) | (Name of each exchange on which registered) |
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.
| Large<br>Accelerated filer ☐<br><br><br>Non-accelerated<br>filer ☐ | Accelerated filer<br>☐<br><br><br>Smaller<br>reporting company ☒<br><br><br>Emerging growth<br>company ☐ |
|---|
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.
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| INFINITE GROUP, INC. | |||
|---|---|---|---|
| Form 10-K | |||
| TABLE OF CONTENTS | |||
| PART IV. | |||
| Item<br>15. | Exhibits | 4 | |
| Signatures | 6 |
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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Item 15. Exhibits and Financial Statement Schedules
| (a) | The following documents are filed as part of this<br>report: |
|---|
(1) Financial Statements – See the Index to the financial statements on page F-1.
(b) Exhibits:
Exhibit
No. Description
4
* 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.
| Infinite<br>Group, Inc. | ||
|---|---|---|
| Date:<br>March 30,<br>2021 | By: | /s/<br>James Villa |
| James<br>Villa | ||
| Chief<br>Executive Officer |
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.
| /s/<br>James Villa | ||
|---|---|---|
| James<br>Villa | Chief<br>Executive Officer<br><br><br>(Principal<br>Executive Officer) | March<br>30, 2021 |
| /s/<br>Richard Glickman | ||
| Richard<br>Glickman | VP<br>Finance and Chief Accounting Officer | March<br>30, 2021 |
| (Principal<br>Financial and Accounting Officer) | ||
| /s/<br>Andrew Hoyen | ||
| Andrew<br>Hoyen | President<br>and Chief Operating Officer | March<br>30, 2021 |
| /s/<br>Donald W. Reeve | ||
| Donald<br>W. Reeve | Chairman<br>of the Board | March<br>30, 2021 |
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exhibit311
EXHIBIT 31.1
CERTIFICATION
I, James Villa, certify that:
I have reviewed this annual report on Form 10-K of Infinite Group, Inc.;
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;
- 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
- 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)
exhibit312
EXHIBIT 31.2
CERTIFICATION
I, James Villa, certify that:
I have reviewed this annual report on Form 10-K of Infinite Group, Inc.;
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;
- 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
- 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)
exhibit321
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)
exhibit322
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)
exhibit1055
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
exhibit1056
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______________