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.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
456910306
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(CUSIP Number)
Dr. Allan M. Robbins
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
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 31, 2006
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(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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CUSIP NO. 456910306 13D Page 2 of 6 Pages
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(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. Of Above Persons
Allan M. Robbins
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(2) Check the appropriate Box if a Member of a Group
(a) |_|
(b) |_|
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(3) SEC Use Only
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(4) Source of Funds
PF
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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 Organization
United States
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Number of (7) Sole Voting Power
Shares
Beneficially 7,364,038
Owned by --------------------------------------------------------------
Each (8) Shared Voting
Reporting
Person 0
With --------------------------------------------------------------
(9) Sole Dispositive
7,364,038
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(10) Shared Dispositive Power
0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
7,364,038
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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
27.1 %
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(14) Type of Reporting Person
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
SCHEDULE
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CUSIP NO. 456910306 13D Page 3 of 6 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: Allan M. Robbins ("Dr. Robbins")
(b) The Business Address of the Reporting Person is:
1678 Empire Blvd, Suite 400, Webster, NY 14580
(c) Principal Occupation of the Reporting Person:
Dr. Robbins is the Medical Director and Chief Surgeon at Robbins Eye
Associates and Robbins Laser Site in Rochester, New York.
(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: Dr. Robbins is a citizen of the United States.
SCHEDULE
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CUSIP NO. 456910306 13D Page 4 of 6 Pages
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) of 7,304,871 Shares were acquired
pursuant to various convertible notes issued by the Company to Dr. Robbins in
2003 and 2004 in loan transactions (the "Robbins Notes") to fund the Company's
working capital requirements in the aggregate amount of $365,244, including
aggregate principal of $314,000 and accrued interest through March 31, 2006 of
$51,244. The Robbins Notes mature on January 1, 2016. Dr. Robbins' source of
funds for the loans to the Company was his personal funds. To that extent that
the amount of accrued interest payable increases, the number of shares acquired
pursuant to the various convertible notes will increase.
Item 4. Purpose of the Transaction.
The Robbins Notes are held by Dr. Robbins for the purpose of investment.
Except as otherwise disclosed herein, Dr. Robbins 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) Subject to certain limitations described Item 6 below, the aggregate
number of Shares that may be deemed to be beneficially owned by Dr. Robbins are
7,364,038 Shares, of which (i) 7,304,871 are issuable upon the conversion of the
Robbins Notes (including principal in the amount of $314,000 and accrued
interest in the amount of $51,244 through March 31, 2006) and (ii) 59,167 are
issuable upon the exercise of options to purchase Shares. The 7,364,038 Shares
represent approximately 27.1% of the total outstanding Shares as of March 31,
2006. The percentage of outstanding Shares beneficially owned by Dr. Robbins are
based upon the aggregate of 27,220,919 outstanding Shares consisting of (x)
19,856,881 Shares outstanding as of March 31, 2006, (y) 7,304,871 Shares
underlying the Robbins Notes and (z) 59,167 options to purchase Shares.
SCHEDULE
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CUSIP NO. 456910306 13D Page 5 of 6 Pages
(b) Upon conversion of the Robbins Notes, Dr. Robbins would have the sole
power to vote or to direct the vote, and sole power to dispose or to direct the
disposition of all the Shares which underlie the Robbins Notes.
(c) Dr. Robbins effected no transactions in the Shares during the past 60
days.
(d) Except as stated within this Item 5, only Dr. Robbins 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 Dr. Robbins, only he has the
right to receive dividends, or proceeds, from the sale of the Shares reported by
this statement.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understanding or Relationships with Respect
to Securities of the Issuer.
The Robbins Notes are currently convertible into Shares subject to the following
limitations:
1. The Shares issuable upon a proposed conversion can not result in a
change in control of the Company which would limit the use of its net operating
loss carryforwards; provided, however, if the Company closes a transaction with
another third party or parties that results in a change of control which will
limit the use of its net operating loss carryforwards, then the change of
control provision shall no longer be in effect. The Company estimates that at
December 31, 2005, up to approximately 11,000,000 Shares could be issued as a
result of conversions of principal and accrued interest before a change of
control would be deemed to occur that would limit the use of the Company's net
operating loss carryforwards.
2. Prior to any conversion by Dr. Robbins, other note holders holding
notes which are then convertible into 5% or more of the Company's then
outstanding Shares shall be entitled to participate on a pari passu basis with
Dr. Robbins and upon any such participation Dr. Robbins shall proportionately
adjust his conversion request such that, in the aggregate, a change of control
which would limit the use of the Company's net operating loss carryforwards does
not occur.
SCHEDULE
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CUSIP NO. 456910306 13D Page 6 of 6 Pages
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: April 7, 2006
/s/ Allan M. Robbins
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Allan M. Robbins