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)
(Name
of
Issuer)
Common
Stock, par value $.001 per share
(Title
of
Class of Securities)
(CUSIP
Number)
Paul
J.
Delmore
c/o
Kenneth S. Rose, Esq.
Morse,
Zelnick, Rose & Lander, LLP
405
Park
Avenue, Suite 1401
New
York,
New York 10022
Tel:
(212) 838-5030
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
(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
o
.
*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).
SCHEDULE
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13D
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CUSIP
NO. 456910306
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Page
2
of
6
Pages
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1
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Name of Reporting Person
S.S.
or I.R.S. Identification
Nos.
Of Above Persons
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Upstate
Holding Group, LLC
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2
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Check the Appropriate Box if Member
of a Group
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(a)
o
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(b)
o
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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 if
Disclosure of Legal Proceeding is
Required
Pursuant to Items 2(d) or 2(e)
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o
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6
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Citizenship
or Place of Organization
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California
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7
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Sole Voting Power
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3,840,000
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8
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Shared Voting Power
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0
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9
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Sole Dispositive Power
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3,840,000
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10
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Shared Dispositive Power
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0
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11
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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3,840,000
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12
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Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares
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o
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13
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Percent
of Class Represented by Amount in Row (11)
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15.7%
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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
6
Pages
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1
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Name of Reporting Person
S.S.
or I.R.S. Identification
Nos.
Of Above Persons
|
|
|
|
|
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Paul
J. Delmore
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2
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Check the Appropriate Box if Member
of a Group
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(a)
o
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(b)
o
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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 if
Disclosure of Legal Proceeding is
Required
Pursuant to Items 2(d) or 2(e)
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o
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6
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Citizenship
or Place of Organization
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United
States
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7
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Sole Voting Power
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3,917,834
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8
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Shared Voting Power
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0
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9
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Sole Dispositive Power
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3,917,834
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10
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Shared Dispositive Power
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0
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11
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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3,917,834
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12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares
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o
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13
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Percent
of Class Represented by Amount in Row (11)
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15.9%
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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
6
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:
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: Upstate Holding
Group, LLC, a California limited liability company (“Upstate”), and Paul
Delmore, a United States citizen (together Upstate and Paul Delmore are the
"Reporting Persons").
Upstate’s
principal business is consulting. Paul Delmore is a member of the Company’s
Board of Directors and also the manager and sole member of Upstate, and may
be
deemed to indirectly beneficially own the Shares directly beneficially owned
by
Upstate. The business address of the Reporting Persons is 1181 Agate Street,
San
Diego, California 92109.
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.
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) was acquired as follows:
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1)
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94,500
Shares were issued to him as compensation for his services to the
Company’s Board including 87,500 Shares underlying non-qualified stock
options grants of which 8,333 are subject to vesting on each of 8/24/08
and 8/24/09; and
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2)
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3,840,000
Shares were acquired by Upstate using its working capital. Upstate’s
Shares are deemed beneficially owned by Mr. Delmore by virtue of
his role
as manager and sole member of
Upstate.
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SCHEDULE
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13D
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CUSIP
NO. 456910306
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Page 5
of
6
Pages
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Item
4.
Purpose of the Transaction.
The
Reporting Persons acquired the securities of the Company 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)
The
aggregate number of Shares that may be deemed to be beneficially owned by (i)
Paul J. Delmore is 3,917,834 Shares, which includes 70,834 Shares issuable
upon
the exercise of currently exercisable options. The 3,917,834 Shares represent
approximately 15.9% of the total outstanding Shares as of May 13, 2008. The
percentage of outstanding Shares beneficially owned by Mr. Delmore is based
upon
the aggregate of 24,602,466 outstanding Shares consisting (x) 24,531,632 Shares
outstanding as of May 13, 2008 and (y) 70,834 Shares underlying the currently
exercisable options issued by the Company to Mr. Delmore; and (ii) Upstate
is
3,840,000 Shares which represent approximately 15.7% of the total outstanding
(24,531,632) Shares as of May 13, 2008.
(b)
Mr.
Delmore possesses the sole power to vote or to direct the vote, and sole power
to dispose or to direct the disposition of 3,917,834 Shares including the Shares
underlying his options.
(c)
On
May 8, 2008, in reliance on an exemption from registration under Section 4(1
1/2) of the Securities Act of 1933, as amended, Upstate sold 780,000 restricted
Shares to an accredited investors for $.05 per share in a private sale
transaction.
(d)
Except as stated within this Item 5, only Mr. Delmore 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 Upstate
has
the right to receive dividends, or proceeds, from the sale of the Shares
disclosed in Item 5(c) above.
SCHEDULE
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13D
|
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CUSIP
NO. 456910306
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Page 6
of
6
Pages
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(e)
Not
applicable.
Item
6.
Contracts, Arrangements, Understanding or Relationships with Respect to
Securities of the Issuer.
None.
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:
May
16, 2008
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/s/
Paul J. Delmore
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Paul
J. Delmore
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Upstate
Holding Group, LLC
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By:
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/s/
Paul J. Delmore
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Paul
J. Delmore
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Managing
Member
|
Infinite (CE) (USOTC:IMCI)
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