UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549


_________________________________________





FORM 10-Q


_________________________________________





QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF


THE
SECURITIES EXCHANGE ACT OF 1934


for
the quarterly period ended June 30, 2019





Commission file number: 0-21816


_________________________________________





INFINITE GROUP, INC.


(Exact
name of registrant as specified in its charter)


_________________________________________


175
Sully’s Trail, Suite 202


Pittsford,
New York 14534


(585)
385-0610


A
Delaware Corporation


﻿


IRS Employer Identification Number: 52-1490422


_________________________________________


Securities registered pursuant to Section 12(b) of the
Act:


Common
Stock, $0.001 par value per share
IMCI
OTC Bulletin Board(Title of each class)
(Trading Symbol)
(Name of each exchange on which registered)





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 ☐
Accelerated filer
☐
Smaller
reporting company ☒
Emerging growth
company ☐


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 is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes ☐ No ☒





Indicate the number
of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date. There were 29,061,883
shares of the issuer’s common stock, par value $.001 per
share, outstanding as of August 1, 2019.

















Infinite Group,
Inc.Quarterly Report on
Form 10-QFor
the Period Ended June 30, 2019Table of
ContentsPART I - FINANCIAL
INFORMATION
PAGEItem
1. Financial StatementsBalance Sheets
– June 30, 2019 (Unaudited) and December 31,
2018
3Statements of
Operations (Unaudited) for the three and six months ended June 30,
2019 and 2018
4Statements of
Changes in Stockholders’ Deficiency (Unaudited) for the three
and six months ended June 30, 2019 and 2018
5Statements of Cash
Flows (Unaudited) for the six months ended June 30, 2019 and
2018
6Notes to Financial
Statements – (Unaudited)
7Item 2.
Management’s Discussion and Analysis of Financial Condition
and Results of Operations
10Item 3.
Quantitative and Qualitative Disclosures About Market
Risk
14Item 4. Controls
and Procedures
14PART II - OTHER
INFORMATIONItem 6.
Exhibits
14SIGNATURES
15
 
 
 FORWARD-LOOKING STATEMENTS
 
 Certain
statements made in this Quarterly Report on Form 10-Q 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. See
“Risk Factors” in our annual report on Form 10-K for
the year ended December 31, 2018, filed with the Securities and
Exchange Commission (“SEC”), for a more detailed
discussion of uncertainties and risks that may have an impact on
future results. The terms “we”, “our”,
“us”, or any derivative thereof, as used herein refer
to Infinite Group, Inc., a Delaware corporation.
 
 
 
 
 
 2
 
 PART
I
 FINANCIAL INFORMATION
 Item
1. Financial Statements
 INFINITE
GROUP, INC.

BALANCE
SHEETSJune
30,
December
31,2019
(Unaudited)
2018ASSETSCurrent
assets:Cash
$20,296
$29,716Accounts
receivable, net of allowances of $22,000
537,980
286,187Prepaid expenses
and other current assets
29,636
2,906Total current
assets
587,912
318,809Right
of Use Asset – Lease, net
231,147
0Property
and equipment, net
6,161
8,627Deposits
6,937
6,667Total
assets
$832,157
$334,103LIABILITIES
AND STOCKHOLDERS’ DEFICIENCYCurrent
liabilities:Accounts
payable
$284,016
$367,536Accrued
payroll
202,536
218,328Accrued interest
payable
893,341
839,189Accrued
retirement
249,336
244,423Accrued expenses -
other
180,257
87,581Operating lease
liability - short-term
71,565
0Current maturities
of long-term obligations
950,000
686,000Current maturities
of long-term obligations - related parties
540,342
34,350Notes
payable
332,500
332,500Notes payable -
related parties
102,000
102,000Total current
liabilities
3,805,893
2,911,907Long-term
obligations:Notes
payable:Other
483,066
744,335Related
parties
369,000
677,955Total
liabilities
852,066
1,422,290Operating lease
liability - long-term
160,607
0Total
liabilities
4,818,566
4,334,197Stockholders'
deficiency:Common stock, $.001
par value, 60,000,000 shares authorized; 29,061,883 shares issued
and outstanding
29,061
29,061Additional paid-in
capital
30,607,876
30,593,366Accumulated
deficit
(34,623,346)
(34,622,521)Total
stockholders’ deficiency
(3,986,409)
(4,000,094)Total liabilities
and stockholders’ deficiency
$832,157
$334,103See
notes to unaudited financial statements.
 
 3
 INFINITE
GROUP, INC.

STATEMENTS
OF OPERATIONS (Unaudited)Three
Months Ended June 30,
Six
Months Ended June 30,2019
2018
2019
2018Sales
$1,778,648
$1,501,702
$3,466,442
$3,096,220Cost of
sales
1,132,040
979,197
2,189,210
2,058,351Gross
profit
646,608
522,505
1,277,232
1,037,869Costs
and expenses:General and
administrative
346,403
287,849
624,008
587,334Selling
257,354
213,110
510,659
454,309Total costs and
expenses
603,757
500,959
1,134,667
1,041,643Operating
income (loss)
42,851
21,546
142,565
(3,774)Interest
expense:Related
parties
(32,131)
(14,604)
(48,770)
(28,975)Other
(46,581)
(49,942)
(94,620)
(97,251)Total interest
expense
(78,712)
(64,546)
(143,390)
(126,226)Net
loss
$(35,861)
$(43,000)
$(825)
$(130,000)Net
loss per share – basic and diluted
$.00
$.00
$.00
$.00Weighted
average shares outstanding – basic and diluted
29,061,883
29,061,883
29,061,883
29,061,883See notes to unaudited financial statements.
 
 
 
 
 
 
 
 
 
 4
 INFINITE GROUP, INC.
 
 STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY
(Unaudited)
 
 Three and Six Months Ended June 30, 2019 and 2018
 
 Three and Six Months Ended June 30, 2019
 
 AdditionalCommon
Stock
Paid-in
AccumulatedShares
Amount
Capital
Deficit
TotalBalance
- December 31, 2018
29,061,883
$29,061
$30,593,366
$(34,622,521)
$(4,000,094)Stock based
compensation
0
0
260
0
260Net
income
0
0
0
35,036
35,036Balance
- March 31, 2019
29,061,883
$29,061
$30,593,626
$(34,587,485)
$(3,964,798)Stock based
compensation
0
0
14,250
0
14,250Net
loss
0
0
0
(35,861)
(35,861)Balance
- June 30, 2019
29,061,883
$29,061
$30,607,876
$(34,623,346)
$(3,986,409)
 
 
 Three and Six Months Ended June 30, 2018
 
 AdditionalCommon
Stock
Paid-in
AccumulatedShares
Amount
Capital
Deficit
TotalBalance
- December 31, 2017
29,061,883
$29,061
$30,591,896
$(34,659,521)
$(4,038,564)Net
loss
0
0
0
(87,000)
(87,000)Balance
- March 31, 2018
29,061,883
$29,061
$30,591,896
$(34,746,521)
$(4,125,564)Net
loss
0
0
0
(43,000)
(43,000)Balance
– June 30, 2018
29,061,883
$29,061
$30,591,896
$(34,789,521)
$(4,168,564)
 
 
 See
notes to unaudited financial statements.
 
 
 
 
 5
 INFINITE
GROUP, INC.

STATEMENTS
OF CASH FLOWS (Unaudited)Six
Months Ended June 30,2019
2018Cash
flows from operating activities:Net
loss
$(825)
$(130,000)Adjustments to
reconcile net loss to net cashused by
operating activities:Stock based
compensation and loan fees
14,510
0Depreciation and
amortization
9,289
12,976Bad debt
recovery
0
(4,000)(Increase) decrease
in assets:Accounts
receivable
(251,793)
350,817Prepaid expenses
and other assets
(27,000)
(8,728)Increase (decrease)
in liabilities:Accounts
payable
(83,521)
(406,682)Accrued
expenses
131,037
92,278Accrued
retirement
4,913
4,721Net
cash used by operating activities
(203,390)
(88,618)Cash
flows from financing activities:Proceeds from
issuance of notes payable - related party
200,000
20,000Repayments of notes
payable - related party
(6,030)
(670)Net
cash provided by financing activities
193,970
19,330Net
decrease in cash
(9,420)
(69,288)Cash - beginning of
period
29,716
73,734Cash
- end of period
$20,296
$4,446Supplemental
Disclosures of Cash Flow Information:Cash payments for
interest
$68,529
$57,088See
notes to unaudited financial statements.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 6
 
 INFINITE GROUP, INC.
 
 Notes to Financial Statements - (Unaudited)
 
 Note 1. Basis of Presentation
 
 The
accompanying unaudited financial statements of Infinite Group, Inc.
(“Infinite Group, Inc.” or the “Company”)
included herein have been prepared by the Company in accordance
with accounting principles generally accepted in the United States
of America (U.S.) ("GAAP") for interim financial information and
with instructions to Form 10-Q. Accordingly, they do not include
all the information and footnotes required by accounting principles
generally accepted in the U.S. for complete financial statements.
In the opinion of management, all adjustments considered necessary
for a fair presentation have been included. All such adjustments
are of a normal recurring nature. The December 31, 2018 balance
sheet has been derived from the audited financial statements at
that date but does not include all disclosures required by GAAP.
The accompanying unaudited financial statements should be read in
conjunction with the Company’s audited financial statements
and the notes thereto included in the Company’s Annual Report
on Form 10-K for the year ended December 31, 2018 filed with the
U.S. Securities and Exchange Commission (SEC). Results of
operations for the six months ended June 30, 2019 are not
necessarily indicative of the operating results that may be
expected for the year ending December 31, 2019.
 
 Note 2. Management Plans - Capital Resources
 
 The
Company reported net losses of $825 and $130,000 for the six months
ended June 30, 2019 and 2018, respectively, and stockholders’
deficiencies of $3,986,409 and $4,000,094 at June 30, 2019 and
December 31, 2018, respectively. Current maturities of long-term
obligations were approximately $1,490,000 and $720,000 at June 30,
2019 and December 31, 2018, respectively. We have a working capital
deficiency of approximately $3,218,000 and $2,593,000 at June 30,
2019 and December 31, 2018, respectively. Accordingly, there is
substantial doubt about the Company’s ability to continue as
a going concern and this substantial doubt has not been
alleviated.
 
 The
Company's goal is to increase sales and generate cash flow from
operations on a consistent basis. The Company uses a formal
financial review and budgeting process as a tool for improvement
that has aided expense reduction and internal performance. The
Company’s business plans require improving the results of its
operations in future periods.
 
 The
Company believes the capital resources available under its
factoring line of credit, cash from additional related party and
third-party loans and cash generated by improving the results of
its operations provide sources to fund its ongoing operations and
to support the internal growth of the Company. Although the Company
has no assurances, the Company believes that related parties, who
have previously provided working capital, and third parties will
continue to provide working capital loans on similar terms, as in
the past, as may be necessary to fund its on-going operations for
at least the next 12 months. If the Company experiences significant
growth in its sales, the Company believes that this may require it
to increase its financing line, finance additional accounts
receivable, or obtain additional working capital from other sources
to support its sales growth.
 
 Note
3. Summary of Significant Accounting Policies
 
 There
are several accounting policies that the Company believes are
significant to the presentation of its financial statements. These
policies require management to make complex or subjective judgments
about matters that are inherently uncertain. Note 3 to the
Company’s audited financial statements for the year ended
December 31, 2018 presents a summary of significant accounting
policies as included in the Company's Annual Report on Form 10-K as
filed with the SEC.
 
 Reclassifications - The Company reclassifies amounts in its
financial statements to comply with recently adopted accounting
pronouncements.
 
 Fair Value of Financial Instruments - The carrying amounts
reported in the balance sheets for cash, accounts receivable,
accounts payable, and accrued expenses approximate fair value
because of the immediate short-term maturity of these financial
instruments. The carrying value of notes payable and convertible
notes payable approximates the fair value based on rates currently
available from financial institutions and various
lenders.
 
 Revenue - Effective January 1, 2018, the Company adopted
Topic 606 using the modified retrospective approach and applied the
guidance to those contracts which were not completed as of January
1, 2018. Adoption of Topic 606 did not impact the timing of revenue
recognition in the Company’s financial statements for the
current or prior periods. Accordingly, no adjustments have been
made to opening accumulated deficit or prior period
amounts.
 
 The
Company’s total revenue recognized from contracts from
customers was comprised of three major services: Managed support
services, Cybersecurity Projects and software and Other IT
consulting services. The categories depict how the nature, amount,
timing and uncertainty of revenue and cash flows are affected by
economic factors. There were no material unsatisfied performance
obligations at June 30, 2019 or 2018 for contracts with an expected
original duration of more than one year. The following table
summarizes the revenue recognized by the major
services:
 
 Three
Months Ended June 30,
Six
Months Ended June 30,2019
2018
2019
2018Managed support
services
$1,265,253
$1,163,188
$2,494,000
$2,433,370Cybersecurity
projects and software
372,245
287,256
682,853
570,312Other IT consulting
services
141,150
51,258
289,589
92,538Total
sales
$1,778,648
$1,501,702
$3,466,442
$3,096,330
 
 7
 Managed support services
 
 Managed
support services consist of revenue primarily from our subcontracts
for services to its end clients, principally a major establishment
of the U.S. Government for which we manage one of the
nation’s largest physical and virtual Microsoft Windows
environments.
 
 ●
We generate revenue primarily from these subcontracts through fixed
price service and support agreements.  Revenues are earned and
billed weekly and are generally paid within 45 days. The revenues
are recognized at time of service.
 
 Cybersecurity projects and software
 
 Cybersecurity
projects and software revenue includes the selling of licenses of
NodewareTM and third-party software, principally
WebrootTM as well as performing cybersecurity assessments and
testing.
 
 ●
NodewareTM and WebrootTM software offerings consist of
fees generated from the use of the respective software by our
customers. Revenue is recognized on a ratable basis over the
contract term beginning on the date that our service is made
available to the customer. Substantially all customers are billed
in the month of the service and is cancellable upon notice per the
respective agreements.  Substantially all payments are
electronically billed, and the billed amounts are paid to the
Company instantaneously via an online payment platform. If payments
are made in advance, revenues related to the term associated with
our software licenses is recognized ratably over the contractual
period.
 
 ●
Some of our customers have the option to purchase additional
subscription and support services at a stated price. These options
generally do not provide a material right as they are priced at our
standalone selling price.
 
 ●
Cybersecurity assessments and testing services are considered
distinct performance obligations when sold stand alone or with
other products. These contracts generally have terms of one year or
less. For substantially all these contracts, revenue is recognized
when the specific performance obligation is satisfied.  If the
contract has multiple performance obligations, the revenue is
recognized when the performance obligations are satisfied.
Depending on the nature of the service, the amounts recognized are
based on an allocation of the transaction price to each performance
obligation based on a relative standalone selling price of the
products sold.
 
 ●
In substantially all agreements, a 50% to 75% down payment is
required before work is initiated. Down payments received are
deferred until revenue is recognized. Upon completion of
performance obligation of service, payment terms are 30
days.
 
 Other IT consulting services
 
 Other
IT consulting services consists of services such as project
management and general IT consulting services.
 
 ●
We generate revenue via fixed price service agreements.  These
are based on periodic billings of a fixed dollar amount for
recurring services of a similar nature performed according to the
contractual arrangements with clients.  The revenues are
recognized at time of service.
 
 Based
on historical experience, the Company believes that collection is
reasonably assured.
 
 During
the six months ended June 30, 2019, sales to one client, including
sales under subcontracts for services to several entities,
accounted for 63.6% of total sales (71.9% - 2018) and 21.3% of
accounts receivable at June 30, 2019 (10.5% - December 31,
2018).
 
 Leases - In February 2016, the FASB issued amended guidance
for lease arrangements to increase transparency and comparability
by providing additional information to users of financial
statements regarding an entity's leasing activities. The new
standard requires entities to recognize a liability for their lease
obligations and a corresponding right-of-use asset, initially
measured at the present value of the lease payments. Subsequent
accounting depends on whether the agreement is deemed to be a
financing or operating lease. For operating leases, a lessee
recognizes its total lease expense as an operating expense over the
lease term. For financing leases, a lessee recognizes amortization
of the right-of-use asset as an operating expense over the lease
term separately from interest on the lease liability. The ASU
requires that assets and liabilities be presented and disclosed
separately, and the liabilities must be classified appropriately as
current and noncurrent. The ASU further requires additional
disclosure of certain qualitative and quantitative information
related to lease agreements. The ASU was effective for the Company
beginning on January 1, 2019, at which time we adopted the new
standard using the modified retrospective approach as of the date
of adoption.Upon
adoption, we recognized a right-of-use asset of $265,825 and a
lease liability of $265,825 related to the existing office lease
that is classified as an operating lease. A summary of the impact
to the Balance Sheet on January 1, 2019 and the balances as of June
30, 2019 for this asset is as follows:
 
 December 31, 2018
Effect of Change
January 1, 2019
June 30, 2019Right of use asset
– lease, net
0
265,825
265,825
231,147Operating lease
liability – short-term
0
68,848
68,848
71,565Operating lease
liability – long-term
0
196,977
196,977
160,607
 
 
 8
 Note 4. Sale of Certain Accounts Receivable
 
 The
Company has available a financing line with a financial institution
(the Purchaser), which enables the Company to sell accounts
receivable to the Purchaser with full recourse against the Company.
Pursuant to the provisions of FASB ASC 860, the Company reflects
the transactions as a sale of assets and establishes an accounts
receivable from the Purchaser for the retained amount less the
costs and fees of the transaction and less any anticipated future
loss in the value of the retained asset.
 
 The
retained amount is 10% of the total accounts receivable invoice
sold to the Purchaser. The fee is charged at prime plus 3.6%
(effective rate of 9.10% at June 30, 2019) against the average
daily outstanding balance of funds advanced. The estimated future
loss reserve for each receivable included in the estimated value of
the retained asset is based on the payment history of the accounts
receivable customer and is included in the allowance for doubtful
accounts, if any. As collateral, the Company granted the Purchaser
a first priority interest in accounts receivable and a blanket
lien, which may be junior to other creditors, on all other
assets.
 
 The
financing line provides the Company the ability to finance up to
$2,000,000 of selected accounts receivable invoices, which includes
a sublimit for one of the Company’s customers of $1,500,000.
During the six months ended June 30, 2019, the Company sold
approximately $2,292,000 ($2,814,000 - June 30, 2018) of its
accounts receivable to the Purchaser. As of June 30, 2019,
approximately $390,600 ($363,000 - December 31, 2018) of these
receivables remained outstanding. Additionally, as of June 30,
2019, the Company had approximately $109,000 available under the
financing line with the financial institution ($0 - December 31,
2018). After deducting estimated fees, allowance for bad debts and
advances from the Purchaser, the net receivable from the Purchaser
amounted to approximately $39,000, at June 30, 2019 ($36,000 -
December 31, 2018), and is included in accounts receivable in the
accompanying balance sheets.
 
 There
were no gains or losses on the sale of the accounts receivable
because all were collected. The cost associated with the financing
line totaled $26,366 for the six months ended June 30, 2019
($27,577 - June 30, 2018). These financing line fees are classified
on the statements of operations as interest expense.
 
 Note 5. Earnings per Share
 
 Basic
earnings per share is based on the weighted average number of
common shares outstanding during the periods presented. Diluted
earnings per share is based on the weighted average number of
common shares outstanding, as well as dilutive potential common
shares which, in the Company’s case, comprise shares issuable
under convertible notes payable and stock options. The treasury
stock method is used to calculate dilutive shares, which reduces
the gross number of dilutive shares by the number of shares
purchasable from the proceeds of the options and warrants assumed
to be exercised. In a loss period, the calculation for basic and
diluted earnings per share is considered to be the same, as the
impact of potential common shares is anti-dilutive.
 
 The
following table sets forth the computation of basic and diluted
loss per share for the six months ended:
 
 Three
Months Ended June 30,
Six
Months Ended June 30,2019
2018
2019
2018Numerator for basic
and diluted net loss per share:Net
loss
$(35,861)
$(43,000)
$(825)
$(130,000)Denominator for
basic and diluted net loss per share:Weighted average
common shares outstanding
29,061,883
29,061,883
29,061,883
29,061,883Basic and diluted
net loss per share
$.00
$.00
$.00
$.00Anti-dilutive
shares excluded from net loss share calculation
30,738,588
28,503,428
30,738,588
28,503,428
 
 Certain common shares issuable under stock options and convertible
notes payable have been omitted from the diluted net loss per share
calculation because their inclusion is considered anti-dilutive
because the exercise prices were greater than the average market
price of the common shares or their inclusion would have been
anti-dilutive.
 
 
 Note 6. Notes Payable - Related Parties
 
 On May 7, 2019, the Company entered into a note payable agreement
for up to $500,000 with a related party. The note has an interest
rate of 7.5% and is due on August 31, 2026. The Company borrowed
$200,000 which remains outstanding. As consideration for providing
this financing, the Company granted a stock option to purchase a
total of 2,500,000 common shares at an exercise price of $.02 and
recorded interest expense of $14,250 using the Black-Scholes option
pricing model to determine the estimated fair value of the
option.
 
 Note 7. Stock Option Plans and Agreements
 
 The
Company has approved stock options plans and agreements covering up
to an aggregate of 9,755,000 shares of common stock. Such options
may be designated at the time of grant as either incentive stock
options or nonqualified stock options. Stock based compensation
consists of charges for stock option awards to employees, directors
and consultants.
 
 9
 The
fair value of each option grant is estimated on the date of grant
using the Black-Scholes option-pricing model. Options for 2,550,000
shares were granted for the six months ended June 30, 2019. No
options were granted for the six months ended June 30, 2018.The
following assumptions were used for the six months ended June 30,
2019.
 
 Risk-free interest
rate
2.17%-2.55%Expected dividend
yield
0%Expected stock
price volatility
100%Expected life of
options
3.0
– 3.9 years
 
 The
Company recorded expense for options issued to employees of $260
and related-party loan financing consideration of $14,250 for the
six months ended June 30, 2019 and $0 for the six months ended June
30,2018.
 
 At June
30, 2019, there was $0 of total unrecognized compensation cost
related to non-vested options. No options vested during the six
months ended June 30, 2019.
 
 A
summary of all stock option activity for the six months ended June
30, 2019 follows:
 
 Number
of Options Outstanding
Weighted
Average Exercise Price
Remaining
Contractual Term
Aggregate
Intrinsic ValueOutstanding at
December 31, 2018
7,920,000
$.09Granted
2,550,000
.02Forfeited
(938,000)
.23Expired
(75,000)
.17Outstanding at June
30, 2019
9,457,000
$.05
4.3
years
$3,100At June 30, 2019 -
vested orexpected to
vest
9,457,000
$.05
4.3
years
$3,100Exercisable
9,432,000
$.05
4.3
years
$3,100
 
 Note 8. Related Party Accounts Receivable and Accrued Interest
Payable
 
 Accrued
Interest Payable - Included in accrued interest payable is accrued
interest payable to related parties of $168,008 at June 30, 2019
($148,703 - December 31, 2018).
 
 Note 9. Subsequent Event
 
 Subsequent to June 30, 2019, the
Company paid down current debt to a related party in the amount of
approximately $45,900.
 
 ************
 
 Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations
 
 This
discussion contains forward-looking statements, the accuracy of
which involves risks and uncertainties. Our actual results could
differ materially from those anticipated in the forward-looking
statements for many reasons including, but not limited to, those
discussed under the heading “Forward Looking
Statements” above and elsewhere in this report. We disclaim
any obligation to update information contained in any
forward-looking statements.
 
 The
following Management's Discussion and Analysis of Financial
Condition and Results of Operations should be read in conjunction
with our financial statements and the notes thereto appearing
elsewhere in this report.
 
 Business
 
 
 Headquartered
in Pittsford, New York, Infinite Group, Inc. is a provider of
managed IT and virtualization services and a developer and provider
of cybersecurity tools and solutions to private businesses and
government agencies. As part of these services we:
 
 
 ●
 focus on key
security services (virtual CISO, compliance review and assessment,
incident response, penetration testing, and vulnerability
assessments) to solve and simplify security for small and medium
sized enterprises (SMEs), government agencies, and certain large
commercial enterprises. We act as the security layer to both
internal IT and third party IT organizations. We work with both our
channel partners and direct customers to provide these
services;
 
 
 ●
 developed and
brought to market our automated vulnerability management solution
through our OEM business, NodewareTM, which we sell through
distribution and channel partners. We are also a master distributor
for other security solutions such as Webroot, a cloud-based
endpoint security platform solution, where we market to and provide
support for over 300 reseller partners across North
America;
 
 10
 
 ●
 provide level 2
technical and security support across the application layer and
physical and virtual infrastructure including software-based
managed services supporting enterprise and federal government
customers through our partnership with Perspecta; and
 
 ●
 are an Enterprise
Level sales and professional services partner with VMware selling
virtualization licenses and solutions and providing virtualization
services support to commercial and government customers including
the New York State and Local Government and Education (SLED)
entities and the New York State Office of General Services (NYS
OGS). These activities take place in our virtualization sales
organization in conjunction with support from our professional
services organization (PSO).
 
 Business Strategy
 
 
 Our strategy is to build our business by designing, developing, and
marketing cybersecurity based services, products and solutions that
fill technology gaps in cybersecurity. We brought one patent
pending product to market and intend to bring other proprietary
products and solutions to market through a channel of domestic and
international partners and distributors. Our products and solutions
are designed to simplify the security needs in customer and partner
environments, with a focus on the mid-tier Enterprise market and
below. We enable our partners by providing recurring revenue based
business models for both recurring services and through our
automated and continuous security solutions. Products may be sold
as standalone solutions or integrated into existing environments to
further automate the management of security and related IT
functions. Our ability to succeed depends on how successful we are
in differentiating ourselves in the market at a time when
competition and consolidation in these markets is on the
rise.
 
 
 Our cybersecurity business is comprised of three components:
managed security services, product development and deployment, and
integration of third-party security solutions into our security
offerings to our channel and customers. We provide cybersecurity
services and technical consulting resources to support both our
channel partners and end customers. For example, we sell our
proprietary product, Nodeware, through both our direct partners and
through other 3rd party partner distribution and agents so they can
either sell it as a standalone solution or part of other technical
services they provide to their customers. This enables the channel
partner to develop a base of recurring revenue. We also provide our
cybersecurity services through our channel partners as a
cybersecurity overlay to the technical services they already
provide.
 
 
 Our goal is to maintain our base of opportunities in our VMware
business in both the public and commercial sector.
Opportunistically, we will continue to identify license and
services engagements as they arise.
 
 We are working to expand our managed services business with our
prime partner, Perspecta, and the current federal enterprise
customer and its customers. The following sections define specific
strategic components of our business strategy.
 
 Results of Operations
 
 Comparison of the Three and Six Months Ended June 30, 2019 and
2018
 
 The
following tables compares our statements of operations data for the
three and six months ended June 30, 2019 and 2018. The trends
suggested by this table are not indicative of future operating
results.
 
 
 Three Months Ended
June 30,2019
vs. 2018As a
% of

As a
% of
Amount
of
%
Increase2019
Sales
2018
Sales
Change
(Decrease)Sales
$1,778,648
100.0%
$1,501,702
100.0%
$276,946
18.4%Cost of
sales
1,132,040
63.6
979,197
65.2
152,843
15.6Gross
profit
646,608
36.4
522,505
34.8
124,103
23.8General and
administrative
346,403
19.5
287,849
19.2
58,554
20.3Selling
257,354
14.5
213,110
14.2
44,244
20.8Total costs and
expenses
603,757
33.9
500,959
33.4
102,798
20.5Operating
income
42,851
2.4
21,546
(1.4)
21,305
(98.9)Interest
expense
(78,712)
(4.4)
(64,546)
(4.3)
(14,166)
21.9Net
loss
$(35,861)
(2.0)%
$(43,000)
(2.9)%
$7,141
(16.6)%Net loss per share
- basic and diluted
$.00

$.00

$.00
 
 11
 Six
Months Ended June 30,2019
vs. 2018As a
% of

As a
% of
Amount
of
%
Increase2019
Sales
2018
Sales
Change
(Decrease)Sales
$3,466,442
100.0%
$3,096,220
100.0%
$370,222
12.0
%Cost of
sales
2,189,210
63.2
2,058,351
66.5
130,859
6.4Gross
profit
1,277,232
36.8
1,037,869
33.5
239,363
23.1General and
administrative
624,008
18.0
587,334
19.0
36,674
6.2Selling
510,659
14.7
454,309
14.7
56,350
12.4Total
costs and expenses
1,134,667
32.7
1,041,643
33.7
93,024
8.9Operating
income (loss)
142,535
4.1
(3,774)
(0.1)
146,339
3,877.6Interest
expense
(143,390)
(4.1)
(126,226)
(4.1)
17,164
13.6Net
loss
$(825)
(0.0)%
$(130,000)
( 4.2)%
$129,175
(99.4)
%Net loss per share
- basic and diluted
$.00

$.00

$.00
 
 Sales
 
 Our
managed service and virtualization project and software license
sales comprised approximately 72% of our sales in 2019 and
approximately 79% in 2018. Our 2019 cybersecurity projects and
software sales to SMEs, were approximately 20% of our total sales
as compared to approximately 18% for 2018.
 
 Sales
of virtualization subcontract projects have increased during the
most recent nine months. Our virtualization subcontract project
sales increased by approximately 2% during the six months ended
June 30, 2019 as compared to 2018. We also had sales growth of
approximately 20% from cybersecurity projects and software during
the six months ended June 30, 2019 as compared to 2018. Our goal is
to continue to expand our cybersecurity projects and software
business by using our expanding salesforce as well as channel
partners. We plan to grow our VMware business in both the public
and commercial sector by building VMware license sales volume and
services concurrently directly with customers rather than relying
on subcontract project services. Other IT projects comprised the
balance of our sales.
 
 Cost
of Sales and Gross Profit
 
 Cost of
sales principally represents the cost of employee services related
to our IT Services Group. In smaller amounts, we also incurred cost
of sales for third party software licenses for our commercial SME
partners. As virtualization project sales decreased, related
personnel cost of sales also decreased.
 
 Our
gross profit improved by $239,363 during the six months ended June
30, 2019 as compared to 2018 primarily due to improved sales and
better cost containment of salaries as noted.
 
 General
and Administrative Expenses
 
 General
and administrative expenses include corporate overhead such as
compensation and benefits for executive, administrative and finance
personnel, rent, insurance, professional fees, travel, and office
expenses. General and administrative expenses increased
approximately 6% primarily due to increased legal and accounting
fees.
 
 Selling
Expenses
 
 The
increase in selling expenses is due to the hiring of salespeople in
late 2018 to sell our cybersecurity services and software as well
as a marketing manager to enhance our marketing
activities.
 
 Operating
Income (Loss)
 
 The
increase in our operating income from the previous year’s
operating loss is principally attributable to an improved gross
margin and decreases in other expenses for the three months and six
months ended June 30, 2019 as compared to 2018 as explained
above.
 
 12
 Interest
Expense
 
 The
increase in interest expense is principally attributable to a net
increase in long-term debt to fund our operations, a stock option
based loan origination fee for the new debt and an increase in the
interest rates. The prime rate increased from 4.0% at December 31,
2017 to 4.75% on March 22, 2018 to 5.00% on June 14, 2018 to 5.25%
on September 27, 2018 and to 5.50% on December 20, 2018, which
increased our financing costs under our accounts receivable
financing line and our line of credit payable to a related
party.
 
 Net
Loss
 
 The
decrease is attributable to the items discussed above for the three
and six months ended June 30, 2019 as compared to
2018.
 
 Liquidity and Capital Resources
 
 At June
30, 2019, we had cash of $20,296 available for working capital
needs and planned capital asset expenditures. At June 30, 2019, we
had a working capital deficit of approximately $3,218,000 and a
current ratio of .15
 
 During
2019, we financed our business activities principally through cash
flows provided by operations, sales with recourse of our accounts
receivable and borrowings from related parties. Our primary source
of liquidity is cash provided by collections of accounts receivable
and our factoring line of credit.We maintain an accounts
receivable financing line of credit with an independent financial
institution that allows us to sell selected accounts receivable
invoices to the financial institution with full recourse against us
in the amount of $2,000,000, including a sublimit for one major
client of $1,500,000. This provides us with the cash needed to
finance certain of our on-going costs and expenses. At June 30,
2019, we had financing availability, based on eligible accounts
receivable, of approximately $109,000 under this line. We pay fees
based on the length of time that the invoice remains
unpaid.
 
 We
entered into unsecured line of credit financing agreements (the
“LOC Agreements”) with three related parties. The LOC
Agreements provide for working capital of up to $400,000 through
January 1, 2020, $100,000 through July 31, 2022 and $75,000 through
January 2, 2023. At June 30, 2019, we had approximately $42,000 of
availability under the LOC Agreements.
 
 At June
30, 2019, we have current notes payable of $332,500 to third
parties, which includes convertible notes payable of $290,000. Also
included is $12,500 in principal amount of a note payable due on
June 30, 2016 but not paid. This note was issued in payment of
software we purchased in February 2016 and secured by a security
interest in the software. To date, the holder has not taken any
action to collect the amount past due on this note or to enforce
the security interest in the software.
 
 We have
$950,000 of current maturities of long-term obligations to third
parties. This is comprised of various notes including $264,000 due
on January 1, 2020. We also have current maturities of long-term
obligations of approximately $246,000 to the Pension Benefit
Guaranty Corporation (the PBGC) with all principal due by September
15, 2018, which the due date has not been extended. We have
maturities of our long-term notes to third parties of $265,000 due
on January 1, 2018 and $175,000 due on August 31, 2018, which have
not been renewed or amended.
 
 We also
have current maturities of our long-term debt to related parties of
approximately $540,000 of which approximately $520,000 is due on
January 1, 2020. Also included is a note payable for $25,000 due to
an officer of the Company which matured on March 31, 2018 and has
not been paid. We also have current notes payable to related
parties of $102,000.  Subsequent to June 30, 2019, $40,000 of this amount was paid to a
related party.
 
 We plan
to renegotiate the terms of the notes payable, seek funds to repay
the notes or use a combination of both alternatives. Previously, we
have extended certain notes totaling $440,000 with certain
third-party lenders. We cannot provide assurance that we will be
able to repay current notes payable or obtain extensions of
maturity dates for long-term notes payable when they mature or that
we will be able to repay or otherwise refinance the notes at their
scheduled maturities.
 
 We have
long-term obligations to third parties of $500,000 due on December
31, 2021. We have a long-term obligation of $9,000 to a related
party due January 1, 2021.
 
 We have
a note payable agreement for up to $500,000 with a related party.
The note has an interest rate of 7.5% and is due on August 31,
2026. The balance is $200,000 at June 30, 2019.
 
 The
following table sets forth our cash flow information for the
periods presented:
 Six
Months Ended June 30,2019
2018Net cash used by
operating activities
$(203,390)
$(88,618)Net cash provided
by financing activities
193,970
19,330Net decrease in
cash
$(9,420)
$(69,288)
 
 Cash
Flows Used by Operating Activities
 
 Our
operating cash flow is primarily affected by the overall
profitability of our contracts, our ability to invoice and collect
from our clients in a timely manner, and our ability to manage our
vendor payments. We bill our clients weekly or monthly after
services are performed, depending on the contract terms. Our net
loss of $825 for 2019 was offset in part by non-cash expenses and
credits of $23,799. In addition, an increase in accounts receivable
and other assets of $278,793 was offset by increases in accounts
payable and accrued expenses of $52,429 resulting in a use of funds
of $203,390.
 
 13
 We
market Webroot and Nodeware to our IT channel partners who resell
to their customers. We are making investments in expanding our
sales of cyber security and virtualization projects and VMware
licenses to commercial and SLED customers. Due to the lengthy lead
times typically needed to generate these new sales, we do not
expect to realize a return from our sales and marketing personnel
for one or more quarters. As a result, we may continue to
experience operating losses from these investments in personnel
until sufficient sales are generated. We expect to fund the cost
for the new sales personnel from our operating cash flows and
incremental borrowings, as needed.
 
 Cash
Flows Used by Investing Activities
 No cash
was used by investing activities during the six months ended June
30, 2019. We expect to invest approximately $30,000 during 2019 in
computer hardware and software to update our technology to support
our business.
 
 Cash
Flows Provided by Financing Activities
 
 Cash
provided by financing activities was $193,970 for the six months
ended June 30, 2019 consisting of $200,000 in borrowings from a
related party offset by principal payments of $6,030 to a related
party.
 
 Credit Resources
 
 
 We believe the capital resources available under our factoring line
of credit, cash from additional related party and third-party loans
and cash generated by improving the results of our operations
provide sources to fund our ongoing operations and to support our
internal growth. Although we have no assurances, we believe that
related parties, who have previously provided working capital, and
third parties will continue to provide working capital loans on
similar terms, as in the past, as may be necessary to fund our
on-going operations for at least the next 12 months, however,
substantial doubt about our ability to continue as a going concern
has not been alleviated. If we experience significant growth in its
sales, we believe that this may require us to increase our
financing line, finance additional accounts receivable, or obtain
additional working capital from other sources to support its sales
growth.
 
 We plan to evaluate alternatives which may include renegotiating
the terms of our notes, seeking conversion of the notes to shares
of common stock and seeking funds to repay our notes. We continue
to evaluate repayment of our notes payable based on its cash
flow.
 
 Item 3. Quantitative
and Qualitative Disclosures About
Market Risk
 
 As a
smaller reporting company, we are not required to provide the
information required by this Item.
 
 Item 4. Controls and Procedures
 
 Evaluation of Disclosure Controls and Procedures. Our
management, with the participation of our chief executive officer
and chief financial officer, carried out an evaluation of the
effectiveness of our “disclosure controls and
procedures” (as defined in the Securities Exchange Act of
1934 (the “Exchange Act”) Rules 13a-15(e) and
15-d-15(e)) as of the end of the period covered by this report (the
“Evaluation Date”). Based upon that evaluation, the
chief executive officer and chief financial officer concluded that
as of the Evaluation Date, our disclosure controls and procedures
are effective to ensure that information required to be disclosed
by us in the reports that we file or submit under the Exchange Act
(i) is recorded, processed, summarized and reported, within the
time periods specified in the SEC’s rules and forms and (ii)
is accumulated and communicated to our management, including our
chief executive officer and chief financial officer, as appropriate
to allow timely decisions regarding required
disclosure.
 
 Changes in Internal Control over Financial Reporting. There
were no changes in our internal control over financial reporting
that occurred during the period covered by this report that have
materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.
 
 PART II - OTHER INFORMATION
 
 Item 6. Exhibits
 
 Exhibits
required to be filed by Item 601 of Regulation S-K.
 
 For the
exhibits that are filed herewith or incorporated herein by
reference, see the Index to Exhibits located below in this report.
The Index to Exhibits is incorporated herein by
reference.
 
 14
 SIGNATURES
 
 Pursuant to the
requirements 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.
 
 Infinite
Group, Inc.
(Registrant)Date:
August 13, 2019
/s/
James VillaJames
VillaChief
Executive Officer(Principal
Executive Officer)Date: August 13,
2019
/s/
Richard GlickmanRichard
GlickmanChief
Accounting Officer(Principal
Financial Officer)
 
 
 INDEX TO EXHIBITSExhibit No.
Description10.1
10.2
Note
Payable Agreement between the Company and Harry A. Hoyen III dated
May 7, 2019(1)
Stock
option agreement between the Company and Harry A. Hoyen III dated
May 14, 2019(1)31.1
Chief
Executive Officer Certification pursuant to section 302 of the
Sarbanes-Oxley Act of 2002. *31.2
Chief
Accounting Officer Certification pursuant to section 302 of the
Sarbanes-Oxley Act of 2002. *32.1
Chief
Executive Officer Certification pursuant to section 906 of the
Sarbanes-Oxley Act of 2002. *32.2
Chief
Accounting Officer Certification pursuant to section 906 of the
Sarbanes-Oxley Act of 2002. *101.INS
XBRL
Instance Document.*101.SCH
XBRL
Taxonomy Extension Schema Document.*101.CAL
XBRL
Taxonomy Extension Calculation Linkbase Document.*101.LAB
XBRL
Taxonomy Extension Label Linkbase Document.*101.PRE
XBRL
Taxonomy Extension Presentation Linkbase Document.*101.DEF
XBRL
Taxonomy Extension Definition Linkbase Document.** Filed
as an exhibit hereto.
 (1)
 Incorporated by
reference to the Company's Current Report on Form 8-K filed on May
16, 2019.
 
 15