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.
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175 Sully’s Trail, Suite 202
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Pittsford, NY 14534
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(585) 385-0610
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A Delaware Corporation
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IRS
Employer Identification Number: 52-1490422
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Securities
registered pursuant to Section 12(b) of the Act
Common
Stock, $0.001 par value per share
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IMCI
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OTC
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(Title of each class)
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(Trading Symbol)
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(Name of each exchange on which registered)
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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
Accelerated filer ☐
Non-accelerated
filer ☐
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Accelerated filer
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Smaller
reporting company ☒
Emerging growth
company ☐
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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.
INFINITE GROUP, INC.
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Form 10-K
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TABLE OF CONTENTS
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PART IV.
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Item
15.
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Exhibits
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4
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Signatures
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6
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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.
Item
15. Exhibits and
Financial Statement Schedules
(a)
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The following documents are filed as part of this
report:
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(1)
Financial Statements – See the Index to the financial
statements on page F-1.
(b)
Exhibits:
Exhibit
No. Description
3.1
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Certificate of Incorporation of the Company dated April 29, 1993.
(1)
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3.5
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By-Laws of the Company. (1)
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4.1
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Specimen Stock Certificate. (1)
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10.3
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Form of Stock Option Agreement. (1)
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10.9
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Modification Agreement No. 3 to Promissory Notes between Allan
Robbins and the Company dated October 1, 2005. (6)
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10.22
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Promissory
Note in favor of the PBGC dated October 17, 2011. (15)
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101.INS
XBRL Instance Document. *
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101.SCH
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XBRL
Taxonomy Extension Schema Document. *
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101.CAL
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XBRL
Taxonomy Extension Calculation Linkbase Document. *
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101.LAB
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XBRL
Taxonomy Extension Label Linkbase Document. *
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101.PRE
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XBRL
Taxonomy Extension Presentation Linkbase Document. *
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101.DEF
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XBRL
Taxonomy Extension Definition Linkbase Document. *
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* 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.
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.
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Infinite
Group, Inc.
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Date:
March 30,
2021
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By:
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/s/
James Villa
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James
Villa
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Chief
Executive Officer
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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.
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/s/
James Villa
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James
Villa
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Chief
Executive Officer
(Principal
Executive Officer)
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March
30, 2021
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/s/
Richard Glickman
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Richard
Glickman
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VP
Finance and Chief Accounting Officer
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March
30, 2021
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(Principal
Financial and Accounting Officer)
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/s/
Andrew Hoyen
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Andrew
Hoyen
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President
and Chief Operating Officer
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March
30, 2021
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/s/
Donald W. Reeve
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Donald
W. Reeve
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Chairman
of the Board
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March
30, 2021
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6
Grafico Azioni Infinite (CE) (USOTC:IMCI)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Infinite (CE) (USOTC:IMCI)
Storico
Da Giu 2023 a Giu 2024