SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. ___)*
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)
James D. Frost
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
Fax: (212) 838-9190
................................................................................
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 20, 2005
................................................................................
(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).
SCHEDULE
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13D
CUSIP NO. 456910306 Page 2 of 5 Pages
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(1) Names of Reporting Persons
S.S. or I.R.S. Identification
Nos. Of Above Persons James D. Frost
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(2) Check the appropriate Box (a)
if a Member of a Group (b)
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(3) SEC Use Only
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(4) Source of Funds
OO
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(5) Check Box if Disclosure of Legal |_|
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
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(6) Citizenship or Place of United States
Organization
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Number of Shares (7) Sole Voting Power 2,000,000
Beneficially Owned
Each Reporting --------------------------------------------
Person With (8) Shared Voting 0
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(9) Sole Dispositive 2,000,000
--------------------------------------------
(10) Shared Dispositive
Power 0
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(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 2,000,000
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(12) Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares |_|
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(13) Percent of Class Represented
by Amount in Row 11 9.9%
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(14) Type of Reporting Person
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
SCHEDULE
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13D
CUSIP NO. 456910306 Page 3 of 5 Pages
Item 1. Security and Issuer.
Name of Issuer: Infinite Group Inc. (the "Company")
Address of Issuer's Principal Executive Offices:
595 Blossom Road, Suite 309
Rochester, New York 14610
Security: Common Stock, par value $.001 per share ("Shares")
Item 2. Identity and Background.
(a) Name of Reporting Person: James D. Frost ("Mr. Frost")
(b) The Business Address of the Reporting Person is:
c/o Infinite Group, Inc.
595 Blossom Road, Suite 309
New York, NY 14610
(c) Principal Occupation of the Reporting Person:
Mr. Frost is an executive officer of the Company.
(d) Criminal Convictions involving the Reporting Person:
During the last five years, the Reporting Person has not been convicted in
a criminal proceeding (excluding traffic violations).
(e) Civil Proceedings involving the Reporting Person:
During the last five years, the Reporting Person has not been: (i) a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction; nor (ii) 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.
(f) Citizenship: Mr. Frost is a citizen of the United States.
SCHEDULE
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13D
CUSIP NO. 456910306 Page 4 of 5 Pages
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Frost acquired beneficial ownership of the Shares as compensation for
his services to the Company.
Item 4. Purpose of the Transaction.
Mr. Frost acquired the securities of the Company for the purpose of
investment.
Except as otherwise disclosed herein, the Reporting Person is 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 the deregistered
under the Securities Exchange Act of 1934; 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 Mr. Frost is 2,000,000 Shares, which includes 1,000,000 Shares issuable
upon the exercise of currently exercisable options. The 2,000,000 Shares
represent approximately 9.9% of the total outstanding Shares as of July 15,
2005. The percentage of outstanding Shares beneficially owned by Mr. Frost is
based upon the aggregate of 20,206,965 outstanding Shares consisting (x)
19,206,965 Shares outstanding as of July 15, 2005 and (y) 1,000,000 Shares
underlying the currently exercisable options issued by the Company to Mr. Frost.
(b) Mr. Frost possesses the sole power to vote or to direct the vote, and
sole power to dispose or to direct the disposition of 2,000,000 Shares including
the shares underlying his options.
(c) Mr. Frost effected no transactions in the Shares during the past 60
days with respect to the Shares.
SCHEDULE
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13D
CUSIP NO. 456910306 Page 5 of 5 Pages
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
Shares.
(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: August 20, 2005
/s/ James D. Frost
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James D. Frost