SCHEDULE
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13D
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CUSIP
NO. 456910306
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Page
2
of
7
Pages
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(1)
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Names
of Reporting Persons
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S.S.
or I.R.S. Identification
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Nos.
Of Above Persons
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Northwest
Hampton Holdings, LLC
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(2)
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Check
the appropriate Box
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(a)
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if
a Member of a Group
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(b)
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(3)
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SEC
Use Only
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(4)
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Source
of Funds
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WC
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(5)
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Check
Box if Disclosure of Legal
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o
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Proceedings
is Required Pursuant
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to
Items 2(d) or 2(e)
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(6)
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Citizenship
or Place of
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Organization
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New
York
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(7)
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Sole
Voting Power
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Beneficially
Owned Each
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Reporting
Person With
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(8)
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(9)
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(10)
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Shared
Dispositive
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0
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Power
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(11)
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Aggregate
Amount Beneficially
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Owned
by Each Reporting Person
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(12)
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Check
Box if the Aggregate Amount
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in
Row (11) Excludes Certain Shares
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o
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(13)
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Percent
of Class Represented
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by
Amount in Row 11
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28.6%
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(14)
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Type
of Reporting Person
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OO
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*SEE
INSTRUCTIONS BEFORE FILLING OUT
SCHEDULE
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13D
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CUSIP
NO. 456910306
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Page 3
of
7
Pages
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(1)
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Names
of Reporting Persons
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S.S.
or I.R.S. Identification
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Nos.
Of Above Persons
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James
Villa
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(2)
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Check
the appropriate Box
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(a)
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if
a Member of a Group
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(b)
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(3)
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SEC
Use Only
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(4)
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Source
of Funds
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OO
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(5)
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Check
Box if Disclosure of Legal
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Proceedings
is Required Pursuant
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to
Items 2(d) or 2(e)
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(6)
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Citizenship
or Place of
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Organization
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United
States
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Number
of Shares
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(7)
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Sole
Voting Power
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Beneficially
Owned Each
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Reporting
Person With
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(8)
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0
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(9)
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(10)
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Shared
Dispositive
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0
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Power
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(11)
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Aggregate
Amount Beneficially
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Owned
by Each Reporting Person
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(12)
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Check
Box if the Aggregate Amount
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in
Row (11) Excludes Certain Shares
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o
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(13)
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Percent
of Class Represented
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by
Amount in Row 11
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28.6%
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(14)
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Type
of Reporting Person
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IN
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*SEE
INSTRUCTIONS BEFORE FILLING OUT
SCHEDULE
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13D
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CUSIP
NO. 456910306
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Page 4
of
7
Pages
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Item
1.
Security
and Issuer.
Name
of
Issuer: Infinite Group Inc. (the “Company”)
Address
of Issuer’s Principal Executive Offices:
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60
Office Park Way
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Pittsford,
New York 14534
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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
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CUSIP
NO. 456910306
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Page 5
of
7
Pages
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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
9,484,122
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. The principal amount
of the convertible notes as of February 8, 2008 is $362,624. 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
enumerated above.
Item
5.
Interest
in Securities of the Issuer.
(a)
Subject to certain limitations, as described in Item 6 below, the aggregate
number of Shares that may be deemed to be beneficially owned by the Reporting
Persons are 9,484,122 Shares, which are issuable upon the conversion of
the Northwest Notes (includes principal and accrued interest in the amount
of
$474,206 as of February 8, 2008). The 9,484,122 Shares represent
approximately 28.6% of the total outstanding Shares as of February 8, 2008.
The
percentage of outstanding Shares beneficially owned by the Reporting Persons
are
based upon the aggregate of 33,099,087 outstanding Shares consisting of (x)
23,614,965 Shares outstanding as of February 8, 2008 and (y) 9,484,122
Shares underlying the Northwest Notes.
SCHEDULE
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13D
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CUSIP
NO. 456910306
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Page 6
of
7
Pages
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(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)
From
January 9, 2008 through February 8, 2008, 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 $15,000 principal amount
Northwest Notes to two 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, 2007, all of these Shares could be issued as a result of
conversions of principal and accrued interest without resulting in a
change of control.
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
|
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CUSIP
NO. 456910306
|
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Page 7
of
7
Pages
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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:
February 12, 2008
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/s/
James Villa
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James
Villa
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Northwest
Hampton Holdings, LLC
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By:
/s/
James Villa
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James
Villa
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Its
sole member
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