MORSE, ZELNICK, ROSE & LANDER
A LIMITED LIABILITY PARTNERSHIP
405 PARK AVENUE
NEW YORK, NEW YORK 10022-2605
212-838-1177
FAX - 212-838-9190
December 22, 2005
WRITER'S DIRECT LINE
(212) 838-5030
Mail Room 6010
Securities and Exchange Commission
Washington, D.C. 20549
Attn: Mr. Tom Jones
Re: Infinite Group, Inc. (the "Company")
Preliminary Proxy Materials
Filed November 22, 2005
File No. 0-21816
Dear Sirs & Mesdames
This letter responds to the Staff's comment letter dated December 12, 2005
regarding the above referenced Preliminary Proxy Materials. For ease of
reference, the Staff's enquiries have been incorporated in this letter and
precede our responses.
If you have any questions regarding the responses to your comments, please
feel free to call me at the number indicated above or John Hui of this firm at
212-838-8599.
Proposal No. 3, page 12
1. Please expand this section to indicate, as of the most recent date
practicable, the number of authorized shares of common stock reserved for
issuance pursuant to options, warrants, contractual commitments or other
arrangements.
The proxy statement has been revised generally to update the disclosure to as of
December 9, 2005 and Proposal No. 3 has been revised to provide this
information.
[CONTINUE ON PAGE 2]
Securities and Exchange Commission
December 22, 2005
Page 2 of 2
2. For each commitment to issue shares in excess of the number of currently
authorized, provide all disclosuire required by Schedule 14A as if
shareholders were being asked to approve the commitment. See Note A to
Schedule 14A. For example, regarding the convertible notes, please
disclose the:
o date the notes were issued,
o terms of the notes,
o parties involved,
o reasons for issuing the notes,
o consideration received,
o use of proceeds, and
o interest of affiliates in the transaction
Proposal No. 3 has been revised to provide the information required by Note A to
Schedule 14A.
In addition, enclosed herewith is the written acknowledgement from the
Company.
Very truly yours,
/s/ Kenneth S. Rose
Kenneth S. Rose
INFINITE GROUP, INC.
595 Blossom Road, Suite 309
Rochester, NY 14610
(585) 654-5525
December 22,2005
Mail Room 6010
Securities and Exchange Commission
Washington, D.C. 20549
Attn: Mr. Tom Jones
Re: Infinite Group, Inc. (the "Company")
Preliminary Proxy Materials
Filed November 22, 2005
File No. 0-21816
Dear Mr. Jones:
In connection with the above referenced Preliminary Proxy Materials, we
hereby acknowledge that:
o the Company is responsible for the adequacy and accuracy of the
disclosure in the filing;
o staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action with
respect to the filing; and
o the Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
Very truly yours
INFINITE GROUP, INC.
By: /s/ Michael S. Smith
--------------------
Michael S. Smith
President and Chief Executive Officer