SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Amendment
No. 4)*
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
INFINITE
GROUP, INC
.
(Name
of
Issuer)
Common
Stock, par value $.001 per share
(Title
of
Class of Securities)
456910306
(CUSIP
Number)
Northwest
Hampton Holdings, LLC
c/o
James
Villa
c/o
Stuart L. Levison, Esq.
Allen
& O'Brien, One East Avenue
Rochester,
New York 14604
Tel:
585-546-2456
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February
21, 2008
(Date
of
Event which Requires Filing of this Statement)
If
the
filing person has previously filed a statement on Schedule 13G to report
the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box
[ ].
*The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed
to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934
("Act") or otherwise subject to the liabilities of that section of the Act
but
shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP
NO. 456910306
|
Page
2
of
7
Pages
|
|
1
|
Names
of Reporting Persons S.S or I..R.S.
Identification
Nos. Of Above Persons
|
Northwest
Hampton Holdings, LLC
|
|
|
|
|
|
2
|
Check
The Appropriate Box if a Member of a Group (See
Instructions)
|
|
|
|
(a)
o
|
|
|
|
(b)
o
|
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3
|
SEC
Use Only
|
|
|
|
|
4
|
|
|
|
|
WC
|
|
5
|
Check
Box if Disclosure of Legal
Proceedings
is Required Pursuant
to
Items 2(d) or 2(e)
o
|
|
|
6
|
Citizenship
or Place of
Organization
|
New
York
|
|
|
|
|
|
|
7
|
Sole
Voting Power
|
9,257,158
|
|
|
|
|
|
|
8
|
Shared
Voting Power
|
0
|
|
|
|
|
|
|
9
|
Sole
Dispositive Power
|
9,257,158
|
|
|
|
|
|
|
10
|
Shared
Dispositive Power
|
0
|
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
9,257,158
|
|
|
|
|
12
|
Check Box
if the Aggregate Amount in Row (11) Excludes Certain
shares
|
o
|
|
13
|
Percent
Of Class Represented by Amount in Row 11
|
27.9%
|
|
14
|
Type
of Reporting Person
|
OO
|
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT
CUSIP
NO. 456910306
|
Page
3
of
7
Pages
|
|
1
|
Names
of Reporting Persons S.S or I..R.S.
Identification
Nos. Of Above Persons
|
James
Villa
|
|
|
|
|
|
2
|
Check
The Appropriate Box if a Member of a Group (See
Instructions)
|
|
|
|
(a)
o
|
|
|
|
(b)
o
|
|
3
|
SEC
Use Only
|
|
|
|
|
4
|
|
OO
|
|
|
|
|
|
5
|
Check
Box if Disclosure of Legal
Proceedings
is Required Pursuant
to
Items 2(d) or 2(e)
o
|
|
|
6
|
Citizenship
or Place of
Organization
|
United
States
|
|
|
|
|
|
|
7
|
Sole
Voting Power
|
9,257,158
|
|
|
|
|
|
|
8
|
Shared
Voting Power
|
0
|
|
|
|
|
|
|
9
|
Sole
Dispositive Power
|
9,257,158
|
|
|
|
|
|
|
10
|
Shared
Dispositive Power
|
0
|
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
9,257,158
|
|
|
|
|
12
|
Check Box
if the Aggregate Amount in Row (11) Excludes Certain
shares
|
o
|
|
13
|
Percent
Of Class Represented by Amount in Row 11
|
27.9%
|
|
14
|
Type
of Reporting Person
|
IN
|
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT
CUSIP
NO. 456910306
|
Page
4
of 7
Pages
|
Item
1.
Security
and Issuer.
Name
of
Issuer: Infinite Group, Inc. (the “Company”)
Address
of Issuer’s Principal Executive Offices:
60
Office
Park Way
Pittsford,
New York 14534
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.
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 9,257,158 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
21,
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
enumerate above.
Item
5.
Interest
in Securities of the Issuer.
(a)
Subject to certain limitations, as described Item 6 below, the aggregate
number
of Shares that may be deemed to be beneficially owned by the Reporting Persons
are 9,257,158 Shares, which are issuable upon the conversion of the Northwest
Notes (includes principal and accrued interest in the amount of $462,858
as of
February 21, 2008). The 9,257,158 Shares represent approximately 27.9% of
the
total outstanding Shares as of February 21, 2008. The percentage of outstanding
Shares beneficially owned by the Reporting Persons are based upon the aggregate
of 33,122,123 outstanding Shares consisting of (x) 23,864,965 Shares outstanding
as of February 21, 2008 and (y) 9,257,158 Shares underlying the Northwest
Notes.
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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)
On
February 21, 2008, the Reporting Persons converted $12,500 in accrued interest
on the Northwest Notes into 250,000 restricted Shares. Subsequently, on the
same
day, in reliance on an exemption from registration under Section 4(1 1/2)
of the
Securities Act of 1933, as amended, the Reporting Persons in a private sale
transaction sold 250,000 restricted Shares to an accredited investor for
$0.40
per share.
(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.
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.
Item
7.
Material to be Filed as Exhibits.
None.
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Page
7
of 7
Pages
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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 22, 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
Its
sole member
|