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
INFINITE GROUP, INC.
175
SULLY'S TRAIL, STE 202
Pittsford,
NY 14534
Tel:
585-385-0610
|
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
|
September
16, 2021
|
(Date
of Event Which Requires Filing of This Statement)
|
CUSIP
No. 456910306
|
Schedule
13D/A
|
Page
2 of
5
|
1
|
NAMES
OF REPORTING PERSON
Northwest
Hampton Holdings, LLC
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐
|
|||
3
|
SEC USE
ONLY
|
|||
4
|
SOURCE
OF FUNDS
WC
|
|||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) ☐
|
|||
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
New
York
|
|||
NUMBER
OF
|
7
|
SOLE
VOTING POWER
5,055,153
|
|
|
SHARES
BENEFICIALLY
|
8
|
SHARED
VOTING POWER
0
|
|
|
OWNED
BY
EACH
|
9
|
SOLE
DISPOSITIVE POWER
5,055,153
|
|
|
REPORTING
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,055,153
|
|||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐
|
|||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.04%
|
|||
14
|
TYPE OF
REPORTING PERSON
OO
|
CUSIP
No. 456910306
|
Schedule
13D/A
|
Page
3 of
5
|
1
|
NAME OF
REPORTING PERSON
James
Villa
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐
|
|||
3
|
SEC USE
ONLY
|
|||
4
|
SOURCE
OF FUNDS
OO
|
|||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) ☐
|
|||
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
United
States
|
|||
NUMBER
OF
|
7
|
SOLE
VOTING POWER
7,367,153
|
|
|
SHARES
BENEFICIALLY
|
8
|
SHARED
VOTING POWER
0
|
|
|
OWNED
BY
EACH
|
9
|
SOLE
DISPOSITIVE POWER
7,367,153
|
|
|
REPORTING
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,367,153
|
|||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐
|
|||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.01%
|
|||
14
|
TYPE OF
REPORTING PERSON
IN
|
CUSIP
No. 456910306
|
Schedule
13D/A
|
Page
4 of
5
|
Item 1.
|
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
Item 3.
|
Source or Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of the Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
a)
|
The
aggregate number of shares of Common Stock that may be deemed to be
beneficially owned by the Reporting Persons are 7,367,153 shares,
of which 1,312,000 are issued and outstanding and 6,055,153 are
issuable under the terms of the Northwest Notes and options held by
Northwest and Mr. Villa. The 7,367,153 shares beneficially owned by
the Reporting Persons represent approximately 19.0% of the total
shares of Common Stock outstanding as of the date
hereof.
|
b)
|
The
Reporting Persons have the sole power to vote or to direct the vote
of, and sole power to dispose or to direct the disposition of, all
the shares of Common Stock reported on herein.
|
c)
|
Except
as disclosed in Item 3 above, the Reporting Persons have not
effected any transaction in the shares of Common Stock during the
last 60 days.
|
d)
|
None.
|
e)
|
Not
applicable.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
|
Item 7.
|
Material to be filed as Exhibits.
|
None.
|
|
CUSIP
No. 456910306
|
Schedule
13D/A
|
Page
5 of
5
|
|
|
|
|
|
|
|
|
Dated:
March 14, 2022
|
By:
|
/s/
Northwest Hampton Holdings, LLC
|
|
|
|
James
Villa
Its
sole member
|
|
|
By:
|
/s/
James Villa
|
|
|
|
James
Villa
|
|