FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

NORTHWEST HAMPTON HOLDINGS LLC 		2. Issuer Name and Ticker or Trading Symbol

INFINITE GROUP INC [ IMCI ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O STUART L. LEVISON, ESQ., ALLEN & O'BRIEN, ONE EAST AVENUE 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/21/2008
(Street)

ROCHESTER, NY 14604
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   2/21/2008     C    250000   A $.05   250000   D    
Common Stock   2/21/2008     S    250000   D $.40   0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Note   (1) $.05   2/21/2008     C        $12500    4/30/2006   1/1/2016   Common Stock   9257158   (2) $0   9257158   (2) D   (3)  

Explanation of Responses:
( 1)  Consists of convertible notes issued at various times in 2003 and 2004.
( 2)  Includes the number of shares issuable upon conversion of principal and accrued interest as of February 21, 2008.
( 3)  These securities are owned indirectly by James Villa as the sole member of Northwest Hampton Holdings, LLC.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
NORTHWEST HAMPTON HOLDINGS LLC
C/O STUART L. LEVISON, ESQ.
ALLEN & O'BRIEN, ONE EAST AVENUE
ROCHESTER, NY 14604
X

VILLA JAMES
C/O STUART L. LEVISON, ESQ.
ALLEN & O'BRIEN, ONE EAST AVENUE
ROCHESTER, NY 14604
X


Signatures
James Villa, as sole member of Northwest Hampton Holdings, LLC 2/22/2008
** Signature of Reporting Person Date

James Villa, Individually 2/22/2008
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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