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 September 30, 2017~~

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission file number: ~~0-21816~~

000-21816

~~INFINITE GROUP, INC.~~

~~(Exact name of registrant as specified in its charter)~~

INFINITE GROUP, INC.

(Exact name of registrant as specified in its charter)

~~175 Sully’s Trail, Suite 202~~

~~Pittsford, New York 14534~~

Delaware		52-1490422
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

175 Sully’s Trail, Suite 202, Pittsford, New York		14534
(Address of principal executive offices)		(Zip Code)

(585) 385-0610

~~A Delaware Corporation~~

~~IRS Employer Identification Number: 52-1490422~~

(Registrant’s telephone number, including area code)

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

Title of each class		Trading Symbol		Name of each exchange on which registered
N/A		N/A		N/A

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☐~~

No ☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ 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☐~~

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	☐	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 29,461,883~~The Registrant had 29,595,883 shares of the issuer’s common stock, par value $.001 per share, outstanding as of ~~November 14, 2017.~~

August 10, 2021.

Infinite Group, Inc.
Quarterly Report on Form 10-Q
For the Period Ended ~~September~~June 30, ~~2017~~ 2021

Table of Contents
			PAGE

PART I - FINANCIAL INFORMATION		~~PAGE~~

	Item 1.			Financial Statements		4

	Balance Sheets – ~~September~~June 30, ~~2017~~2021 (Unaudited) and December 31, ~~2016~~2020	3	4

	Statements of Operations (Unaudited) for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 and ~~2016~~2020	4	5

	Statements of Stockholders’ Deficiency (Unaudited) for the three and six months ended June 30, 2021 and 2020		6

	Statements of Cash Flows (Unaudited) for the ~~nine~~three and six months ended ~~September~~June 30, ~~2017~~2021 and ~~2016~~2020	5	7

	Notes to Financial Statements – (Unaudited)	6	8

	Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations	9	14

Item 3	~~Item 3.~~ Quantitative and Qualitative Disclosures About Market Risk	13	20

	Item 4.		Controls and Procedures	13	20

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings		21

Item 1A.	Risk Factors		21

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	13	21

Item 3.	~~Item 6. Exhibits~~ Defaults Upon Senior Securities	13	21

~~SIGNATURES~~ Item 6.	14 Exhibits		21

~~INDEX TO EXHIBITS~~ SIGNATURES		14	22

Table of Contents

FORWARD-LOOKING STATEMENTS

Certain statements made in this Quarterly Report on Form 10-Q are “forward-looking ~~statements” regarding the~~statements.” All statements other than statements of historical facts contained in this report, including among others, our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, ~~and~~ objectives of management ~~for future operations~~ and expected market growth and trends ~~and expectations.~~are forward-looking statements. 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 words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions are intended to identify 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~~the 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. Therefore, you should not rely on any of these forward-looking statements. All forward-looking statements in this report are made only as of the date hereof or as indicated and represent our views as of the date of this report. We undertake no obligation to ~~revise~~publicly update or ~~update publicly~~revise any forward-looking statements, ~~for any reason. See~~whether as the result of new information, future events or otherwise, except as required by law. For a further list and description of various risks, relevant factors and uncertainties that could cause future results or events to differ materially from those expressed or implied in our forward-looking statements, see the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections in this report, our ~~annual report~~Annual Report on Form 10-K for the fiscal year ended December 31, ~~2016, filed~~2020, and our other filings with the Securities and Exchange Commission ~~(“SEC”~~(the “SEC”)~~, for a more detailed discussion of uncertainties and risks that may have an impact on future results.~~. The terms “IGI”, the “Company”, “we”, “our”, “us”, or any derivative thereof, as used herein refer to Infinite Group, Inc., a Delaware corporation.

Table of Contents

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements

INFINITE GROUP, INC.



BALANCE SHEETS



September 30,
December 31,

2017
(Unaudited)

2016

ASSETS
Current assets:


Cash
$14,102
$42,436
Accounts receivable, net of allowances of $40,000 – 2017; $70,000 – 2016
  335,615
  243,477
Prepaid expenses and other current assets
  8,286
  16,076
Total current assets
  358,003
  301,989



Property and equipment, net
  21,436
  26,079



Software, net
  26,250
  105,000



Deposits
  6,667
  8,985
Total assets
$412,356
$442,053



LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current liabilities:


Accounts payable
$592,040
$346,701
Accrued payroll
  336,724
  219,454
Accrued interest payable
  744,596
  671,437
Accrued retirement
  232,560
  225,720
Accrued expenses - other
  61,623
  81,754
Current maturities of long-term obligations
  1,255,999
  836,999
Notes payable
  362,500
  368,279
Notes payable and current portion long-term debt - related parties
  63,353
  0
Total current liabilities
  3,649,395
  2,750,344



Long-term obligations:


Notes payable:


Other
  720,141
  1,150,225
Related parties
  572,615
  534,326
Total liabilities
  4,942,151
  4,434,895



Commitments





Stockholders' deficiency:


Common stock, $.001 par value, 60,000,000 shares authorized; 29,461,883 – 2017; 29,061,883 – 2016 shares issued and outstanding
  29,461
  29,061
Additional paid-in capital
  30,603,416
  30,562,618
Accumulated deficit
  (35,162,672)
  (34,584,521)
Total stockholders’ deficiency
  (4,529,795)
  (3,992,842)
Total liabilities and stockholders’ deficiency
$412,356
$442,053



See notes to unaudited financial statements.

INFINITE GROUP, INC.



STATEMENTS OF OPERATIONS (Unaudited)

Three Months Ended September 30,
Nine Months Ended September 30,

2017
2016
2017
2016





Sales
$1,586,278
$1,727,750
$4,799,434
$5,391,001
Cost of sales
  1,133,202
  1,223,085
  3,395,436
  3,912,730
Gross profit
  453,076
  504,665
  1,403,998
  1,478,271





Costs and expenses:




General and administrative
  290,142
  297,346
  867,097
  947,978
Selling
  288,093
  228,590
  931,840
  645,232
Total costs and expenses
  578,235
  525,936
  1,798,937
  1,593,210





Operating loss
  (125,159)
  (21,271)
  (394,939)
  (114,939)





Interest expense:




Related parties
  (14,840)
  (13,393)
  (40,221)
  (42,065)
Other
  (48,001)
  (48,678)
  (142,991)
  (146,066)
Total interest expense
  (62,841)
  (62,071)
  (183,212)
  (188,131)





Net loss
$(188,000)
$(83,342)
$(578,151)
$(303,070)





Net loss per share – basic and diluted
$(.01)
$.00
$(.02)
$(.01)





Weighted average shares outstanding – basic and diluted
  29,105,361
  29,061,883
  29,076,535
  28,127,817





See notes to unaudited financial statements.

INFINITE GROUP, INC. BALANCE SHEETS

	June 30,			December 31,
	2021			2020
	(Unaudited)
ASSETS
Current assets:
Cash	$	3,966		$	32,313
Accounts receivable, net of allowance of $10,089		796,656			953,826
Prepaid expenses and other current assets		181,338			96,483
Total current assets		981,960			1,082,622
Right of use asset – lease, net		81,733			120,777
Property and equipment, net		47,222			48,199
Software, net		401,285			354,905
Deposit		6,937			6,937
Total assets	$	1,519,137		$	1,613,440

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current liabilities:
Accounts payable	$	358,051		$	343,073
Accrued payroll		364,380			353,268
Accrued interest payable		592,344			531,409
Accrued retirement		269,995			264,675
Deferred revenue		429,466			320,042
Accrued expenses – other and other current liabilities		95,505			74,579
Operating lease liability - short-term		83,340			80,258
Current maturities of long-term obligations-other		807,723			1,004,445
Current maturities of long-term obligations-related parties		100,000			0
Notes payable - other		162,500			162,500
Notes payable – related parties		100,000			0
Total current liabilities		3,363,304			3,134,249

Long-term obligations:
Notes payable
Other		458,037			457,769
Related parties		1,120,048			1,015,820
Accrued payroll taxes		69,025			69,025
Operating lease liability - long-term		0			42,347
Total liabilities		5,010,414			4,719,210

Stockholders' deficiency:
Common stock, $.001 par value, 60,000,000 shares authorized; 29,595,883 and 29,061,883 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively		29,595			29,061
Additional paid-in capital		30,946,406			30,763,717
Accumulated deficit		(34,467,278	)		(33,898,548	)
Total stockholders’ deficiency		(3,491,277	)		(3,105,770	)
Total liabilities and stockholders’ deficiency	$	1,519,137		$	1,613,440

See notes to unaudited financial statements.

Table of Contents

INFINITE GROUP, INC.

STATEMENTS OF CASH FLOWS (Unaudited)


Nine Months Ended September 30,

2017
2016
Cash flows from operating activities:


Net loss
$(578,151)
$(303,070)
Adjustments to reconcile net loss to net cash


used by operating activities:


Stock based compensation
  25,198
  31,301
Depreciation and amortization
  106,909
  65,875
Reduction of accounts receivable allowances
  (30,000)
  0
(Increase) decrease in assets:


Accounts receivable
  (62,138)
  (313,253)
Prepaid expenses and other assets
  10,108
  (5,799)
Increase (decrease) in liabilities:


Accounts payable
  245,339
  (72,388)
Accrued expenses
  170,298
  281,349
Accrued retirement
  6,840
  6,573
Net cash used by operating activities
  (105,597)
  (309,412)



Cash flows from investing activities:


Purchases of property and equipment
  (5,608)
  (4,073)
Net cash used by investing activities
  (5,608)
  (4,073)



Cash flows from financing activities:


Proceeds from notes payable - related parties
  92,000
  0
Proceeds from notes payable - other
  0
  400,000
Repayments of notes payable - related parties
  (3,350)
  (5,984)
Repayments of notes payable - other
  (5,779)
  (62,161)
Net cash provided by financing activities
  82,871
  331,855



Net (decrease) increase in cash
  (28,334)
  18,370



Cash - beginning of period
  42,436
  13,510



Cash - end of period
$14,102
$31,880



Supplemental Disclosures of Cash Flow Information:


Cash payments for interest
$89,986
$106,760

See notes to unaudited financial statements.

STATEMENTS OF OPERATIONS (Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020

Revenue	$	1,797,504		$	1,703,361		$	3,621,846		$	3,602,956
Cost of revenue		1,109,223			1,024,775			2,182,138			2,147,841
Gross profit		688,281			678,586			1,439,708			1,455,115

Costs and expenses:
General and administrative		541,711			402,226			1,006,103			776,756
Selling		507,042			299,224			894,767			645,925
Total costs and expenses		1,048,753			701,450			1,900,870			1,422,681

Operating income (loss)		(360,472	)		(22,864	)		(461,162	)		32,434

Other income (expense)
Interest income		1			433			3			433
Interest expense:
Related parties		(16,541	)		(16,783	)		(31,054	)		(32,645	)
Other		(39,491	)		(36,523	)		(76,517	)		(82,021	)
Total interest expense		(56,032	)		(53,306	)		(107,571	)		(114,666	)
Other income		0			2,912			0			2,912
Total other income (expense)		64,474			(49,961	)		12,937			(111,321	)

Net loss	$	(416,503	)	$	(72,825	)	$	(568,730	)	$	(78,887	)

Net loss per share – basic and diluted	$	(.01	)	$	.00		$	(.02	)	$	.00

Weighted average shares outstanding – basic		29,238,323			29,061,883			29,150,590			29,061,883

Weighted average shares outstanding – diluted		29,238,323			29,061,883			29,150,590			29,061,883

See notes to unaudited financial statements.

Table of Contents

INFINITE GROUP, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY (Unaudited)

Three and Six Months Ended June 30, 2021 and 2020

Three Months Ended June 30, 2021

					Additional
	Common Stock				Paid-in			Accumulated
	Shares		Amount		Capital			Deficit			Total

Balance - December 31, 2020		29,061,883	$	29,061	$	30,763,717		$	(33,898,548	)	$	(3,105,770	)

Stock based compensation		0		0		28,248			0			28,248
Net loss		0		0		0			(152,227	)		(152,227	)

Balance - March 31, 2021		29,061,883	$	29,061	$	30,791,965		$	(34,050,775	)	$	(3,229,749	)

Issuance of common stock		250,000		250		57,875			0			58,125
Exercise of stock options		284,000		284		14,646			0			14,930
Stock based compensation		0		0		81,920	��		0			81,920
Net loss		0		0		0			(416,503	)		(416,503	)

Balance – June 30, 2021		29,595,883	$	29,595	$	30,946,406		$	(34,467,278	)	$	(3,491,277	)

Three Months Ended June 30, 2020

					Additional
	Common Stock				Paid-in		Accumulated
	Shares		Amount		Capital		Deficit			Total

Balance - December 31, 2019		29,061,883	$	29,061	$	30,638,173	$	(34,574,544	)	$	(3,907,310	)

Stock based compensation		0		0		2,130		0			2,130
Net loss		0		0		0		(6,062	)		(6,062	)

Balance - March 31, 2020		29,061,883	$	29,061	$	30,640,303	$	(34,580,606	)	$	(3,911,242	)

Stock based compensation		0		0		16,850		0			16,850
Net loss		0		0		0		(72,825	)		(72,825	)

Balance – June 30, 2020		29,061,883	$	29,061	$	30,657,153	$	(34,653,431	)	$	(3,967,217	)

See notes to unaudited financial statements.

Table of Contents

INFINITE GROUP, INC.

STATEMENTS OF CASH FLOWS (Unaudited)

	Six Months Ended June 30,
	2021			2020
Cash flows from operating activities:
Net loss	$	(568,730	)	$	(78,887	)
Adjustments to reconcile net loss to net cash used by operating activities:
Stock based compensation		110,168			18,980
Depreciation and amortization		87,551			36,215
(Increase) decrease in assets:
Accounts receivable		157,170			(562,688	)
Prepaid expenses and other assets		(26,730	)		(2,582	)
Increase (decrease) in liabilities:
Accounts payable		14,978			46,928
Deferred revenue		109,424			(18,762	)
Accrued expenses		98,469			133,464
Accrued retirement		5,320			5,112
Net cash used by operating activities		(12,380	)		(422,220	)

Cash flows from investing activities:
Purchase of property and equipment		(8,722	)		(6,705	)
Capitalization of software development costs		(121,175	)		(128,366	)

Net cash used by investing activities		(129,897	)		(135,071	)

Cash flows from financing activities:
Proceeds from issuance of notes payable - related parties		299,000			0
Proceeds from note payable		0			957,372
Proceeds from the exercise of common stock options		14,930			0
Repayment of long-term obligations		(200,000	)		0
Repayments of notes payable - related party		0			(10,700	)

Net cash provided by financing activities		113,930			946,672

Net increase (decrease) in cash		(28,347	)		389,381

Cash - beginning of period		32,313			6,398

Cash - end of period	$	3,966		$	395,779

Supplemental Disclosures of Cash Flow Information:
Cash payments for interest	$	39,369		$	77,080

See notes to unaudited financial statements.

Table of Contents

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, ~~2016~~2020 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, ~~2016~~2020 filed with the U.S. Securities and Exchange Commission (SEC). Results of operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 are not necessarily indicative of the operating results that may be expected for the year ending December 31, ~~2017.~~

2021.

Note 2. Management Plans - Capital Resources

The Company reported net losses of ~~$578,151~~$568,730 and ~~$303,070~~$78,887 for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 and ~~2016,~~2020, respectively, and stockholders’ deficiencies of ~~$4,529,795~~$3,491,277 and ~~$3,992,842~~$3,105,770 at ~~September~~June 30, ~~2017~~2021 and December 31, ~~2016,~~2020, respectively. ~~Accordingly, there is~~The Company has a working capital deficit of approximately $2.4 million at June 30, 2021. These factors raise substantial doubt about the ~~Company’s~~ ability to continue as a going concern.

~~Continue~~ The Company has previously modified a significant amount of the short-term liabilities and plans to ~~Improve Operations~~restructure certain remaining short-term debt, is exploring additional sources of financing, including debt and ~~Capital Resources~~

equity, and anticipates significant growth of business. These plans, in management’s opinion, will allow the Company to meet its obligations for at least the twelve-month period from the date the financial statements are available to be issued and alleviate the substantial doubt.

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.

~~During June and July 2017, the Company raised $32,000 of additional working capital from related parties.~~

In July 2017, the Company completed a financing with an officer of the Company to provide up to $100,000 of additional working capital. In consideration for providing the financing, the Company granted the officer a stock option for 400,000 shares of its common stock exercisable at $.04 per share, which was the closing price of the Company’s common stock on the grant date. Through September 30, 2017, the Company borrowed and has outstanding $60,000 under this financing.

~~In September 2017, the Company completed a financing with a related party to provide up to $75,000 of additional working capital. See Note 9. Financing Agreement.~~

On September 30, 2016, the Company extended the scheduled maturity of its $400,000 unsecured line of credit financing agreement (the “LOC Agreement”) with a member of its board of directors (“Board”) from December 31, 2017 to January 1, 2020. The Company also extended the maturity dates of notes payable of $146,300 and $264,000 from January 1, 2017 to January 1, 2020.

~~In August 2016, the Company amended its financing agreement with its financial institution resulting in a reduction of its financing rate and an increase in its advance rate. See Note 5~~. ~~Sale of Certain Accounts Receivable.~~

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, ~~2016~~2020 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~~ – It is the Company’s policy to reclassify prior year amounts ~~in its financial statements~~ to ~~comply~~conform with ~~recently adopted accounting pronouncements.~~

the current year presentation.

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.

~~Recent Accounting Pronouncements Not Yet Adopted -~~ ~~In May 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-09,~~

Table of Contents

Revenue ~~from Contracts with Customers (Topic 606) which provides new accounting guidance on~~

The Company’s total revenue recognized from contracts ~~with customers.~~from customers was comprised of three major services: Managed support services, Cybersecurity projects and software and Other IT consulting services. The ~~guidance requires an entity to recognize~~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, 2021 or 2020 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,
	2021		2020		2021		2020
Managed support services	$	1,057,431	$	1,199,546	$	2,128,331	$	2,341,308
Cybersecurity projects and software		689,073		452,815		1,391,515		1,099,648
Other IT consulting services		51,000		51,000		102,000		162,000
Total sales	$	1,797,504	$	1,703,361	$	3,621,846	$	3,602,956

Managed support services

Managed support services consist of revenue primarily from our subcontracts with Peraton (which purchased Perspecta in May 2021) for services to its end clients, principally a major establishment of the U.S. Government for which ~~it expects~~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 Nodeware® and third-party software, principally Webroot™ as well as performing cybersecurity assessments and testing.

	·	Nodeware® and Webroot™ 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 earned. 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.

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Based on historical experience, the Company believes that collection is reasonably assured.

During the three and six months ended June 30, 2021, sales to one client, including sales under subcontracts for services to several entities, accounted for 58.8% and 58.1%, respectively, of total sales (66.0% and 62.0%, respectively, in 2020) and 17.2% of accounts receivable at June 30, 2021 (38.8% - December 31, 2020).

Capitalization of Software for Resale - The Company capitalizes the software development costs for software to be ~~entitled~~sold, leased, or otherwise marketed. Capitalization begins upon the establishment of technological feasibility of a new product or enhancements to an existing product, which is generally the completion of a working prototype that has been certified as having no critical bugs and is a release candidate. Costs incurred after the enhancement has reached technological feasibility and before it is released in the market are capitalized and are primarily labor costs related to coding and testing. Amortization begins once the software is ready for its intended use, generally based on the ~~transfer of promised goods or services to customers. The updated guidance will replace most existing revenue recognition guidance~~pattern in ~~U.S. GAAP when it becomes effective. This guidance is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2017 and~~which the economic benefits will be ~~required to be applied retrospectively. Additional ASUs have been issued to amend or clarify this ASU as follows:~~

●

~~ASU No. 2016-12 “Revenue from Contracts~~consumed. Costs associated with ~~Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients” was issued~~major upgrade releases begin amortization in ~~May 2016. ASU No. 2016-12 amends~~ the ~~new revenue recognition standard to clarify~~month after release. The amortization period is three years. See Note 5 for further disclosure regarding capitalization of software for resale.

Leases - At contract inception, the ~~guidance on assessing collectability, presenting sales taxes, measuring noncash consideration, and certain transition matters.~~

●

ASU No. 2016-10 “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing” was issued in April 2016. ASU No. 2016-10 addresses implementation issues identified by the FASB-International Accounting Standards Board Joint Transition Resource Group for Revenue Recognition.

●

ASU No. 2016-08 “Revenue from Contracts with Customers (Topic 606) - Principal versus Agent Considerations (Reporting Revenue Gross versus Net)” was issued in March 2016. ASU No. 2016-08 requires an entity to determineCompany determines whether the ~~nature of its promise to provide goods~~arrangement is or ~~services to~~contains a ~~customer~~lease and determines the lease classification. The lease term is ~~performed in a principal or agent capacity and to recognize revenue in a gross or net manner~~determined based on ~~its principal/agent designation.~~

the non-cancellable term of the lease adjusted to the extent optional renewal terms and termination rights are reasonably certain. Lease expense is recognized evenly over the lease term. Variable lease payments are recognized as period costs. The ~~Company does not believe this guidance will have~~present value of remaining lease payments is recognized as a ~~material effect on the Company’s financial statements when adopted.~~

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 revised guidance seeks to achieve this objective by requiring reporting entities to recognize lease assets and lease liabilitiesliability on the balance sheet with a corresponding right-of-use asset adjusted for ~~substantially all~~prepaid or accrued lease ~~arrangements.~~payments. The ~~guidance, which is required to be adopted~~Company uses its incremental borrowing rate for the discount rate, unless the interest rate implicit in the ~~first quarter of 2019, will be applied on a modified retrospective basis beginning with the earliest period presented. Early adoption~~lease contract is ~~permitted.~~readily determinable. The Company ~~is evaluating~~has adopted the ~~effect that this standard will have~~practical expedients to not separate non-lease components from lease components and to not present short-term leases on ~~its financial statements and related disclosures.~~

the balance sheet. See Note 11 for further disclosure regarding lease accounting.

Note 4. ~~Sales and Cost of Sales~~

For sales of third party software and project credits where the Company does not have the performance obligation to deliver the software or credits to the end user, the Company acts as an agent rather than a principal. Accordingly, cost of such sales is recorded as a reduction of sales and only the gross profit is included in sales in the accompanying statements of operations. The Company generated gross agent sales of $169,625 and $803,903 for the three and nine months ended September 30, 2017 and $124,490 for the three and nine months ended September 30, 2016. The related accounts receivables and accounts payable are recorded on a gross basis in the accompanying balance sheet at September 30, 2017.

~~Note 5.~~ 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.

Through August 28, 2016, the retained amount was equal to 15% of the total accounts receivable invoice sold to the Purchaser. The fee was charged at prime plus 4% against the average daily outstanding balance of funds advanced. On August 29, 2016, the Company amended its financing agreement with the Purchaser.

The retained amount ~~was revised to~~is 10% of the total accounts receivable invoice sold to the Purchaser. The fee is charged at prime plus 3.6% (effective rate of ~~7.85%~~6.85% at ~~September~~June 30, ~~2017)~~2021) 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 ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2021, the Company sold ~~$3,694,713~~approximately $1,778,000 ($~~4,524,246~~1,207,000 – ~~September~~June 30, ~~2016)~~2020) of its accounts receivable to the Purchaser. As of ~~September~~June 30, ~~2017, $381,000~~2021, approximately $267,000 ($~~328,000~~0 - December 31, ~~2016)~~2020) of these receivables remained outstanding. Additionally, as of ~~September~~June 30, ~~2017,~~2021, the Company had ~~approximately $104,000~~$0 available under the financing line with the financial institution ($~~143,000 –~~362,000 - December 31, ~~2016)~~2020). After deducting estimated fees, allowance for bad debts and advances from the Purchaser, the net receivable from the Purchaser amounted to ~~$38,099,~~$30,000 at ~~September~~June 30, ~~2017~~2021 ($~~31,462 –~~0 - December 31, ~~2016)~~2020), 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 ~~$35,944~~$13,967 for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 ($~~53,063 - September~~15,536 – June 30, ~~2016) and $12,196 for the three months ended September 30, 2017 ($14,502 - September 30, 2016)~~2020). These financing line fees are classified on the statements of operations as interest expense.

Note 5. Capitalization of Software for Resale

As of June 30, 2021, there was $570,619 of costs capitalized ($449,445 as of December 31, 2020) and $169,334 of accumulated amortization ($94,540 as of December 31, 2020). During the three and six months ended June 30, 2021, there was $39,844 and $74,794, respectively, of amortization expense recorded ($20,978 and $30,516, respectively, in 2020). Costs incurred prior to reaching technological feasibility are expensed as incurred. During the three and six months ended June 30, 2021, there was $46,900 and $87,700, respectively, of labor amounts expensed related to these development costs ($59,900 and $77,400, respectively, in 2020).

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Note 6. Deferred Revenue and Performance Obligations

Deferred Revenue

Deferred revenue, which is a contract liability, consists primarily of payments received and accounts receivable recorded in advance of revenue recognition under the Company’s contracts with customers and is recognized as the revenue recognition criteria are met.

Revenue recognized during the three months ended June 30, 2021 and 2020 that was included in the deferred revenue balances at the beginning of the respective periods was approximately $132,800 and $30,300, respectively. Revenue recognized during the six months ended June 30, 2021 and 2020 that was included in the deferred revenue balances at the beginning of the respective periods was approximately $210,300 and $111,700, respectively.

Transaction Price Allocated to the Remaining Performance Obligations

Transaction price allocated to the remaining performance obligations represents all future, non-cancelable contracted revenue that has not yet been recognized, inclusive of deferred revenue that has been invoiced and non-cancelable amounts that will be invoiced and recognized as revenue in future periods.

As of June 30, 2021, total remaining non-cancelable performance obligations under the Company’s contracts with customers was approximately $637,000. The Company expects to recognize all of this revenue over the next 12 months.

Note 7. Debt Obligations

During the three months ended June 30, 2021, the Company settled the long-term debt agreement with the PBGC for $200,000 on the outstanding principal of $246,000 and accrued interest of approximately $74,500. During the three months ending September 30, 2021, the PBGC is expected to release the remaining principal and accrued interest owed. The Company will record a gain of approximately $120,500 at that time.

During the six months ended June 30, 2021, the Company received proceeds of $299,999 from related parties. The Company issued a short-term note payable to a board member for $100,000. The note bears a 6% interest rate and is due on October 1, 2021. The Company also borrowed $199,000 on the previously disclosed 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 $449,000 at June 30, 2021.

Note 8. Stock Transactions

During the three months ended June 30, 2021, the Company issued 200,000 shares at a price of $0.2325 per share to a consultant for services to be rendered from March 1, 2021 to February 28, 2023 as well as issued 50,000 shares at a price of $0.2325 per share to another consultant for services from April 1, 2021 to September 30, 2021. The aggregate expenses associated with the issuances of $58,125 was recorded as prepaid expenses and will be recognized over the term of the respective agreements. The Company expensed approximately $13,600 during the three months ended June 30, 2021. This is a non-cash financing activity. See Note 10 regarding issuances pursuant to exercises of options.

Note 9. Earnings ~~Per~~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.

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The following table sets forth the computation of basic and diluted net ~~loss~~income (loss) per ~~share.~~

Three months ended September 30,
Nine months ended September 30,

2017
2016
2017
2016
Numerator for basic and diluted net loss per share:




    Net loss
$(188,000)
$(83,342)
$(578,151)
$(303,070)
Denominator for basic and diluted net loss per share:




    Weighted average common shares outstanding
  29,105,361
  29,061,883
  29,076,535
  28,127,817
Basic and diluted net loss per share
$(.01)
$.00
$(.02)
$(.01)





Anti-dilutive shares excluded from net loss per share
  28,033,096
  28,829,443
  28,033,096
  28,829,443

share for the three months ended:

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
Numerator for basic and diluted net loss per share:
Net loss	$	(416,503	)	$	(72,825	)	$	(568,730	)	$	(78,887	)
Basic and diluted net loss per share	$	(.01	)	$	.00		$	(.02	)	$	.00

Weighted average common shares outstanding
Basic and diluted shares		29,238,323			29,061,883			29,150,590			29,061,883

Anti-dilutive shares excluded from net loss per share calculation		23,148,234			32,910,942			23,148,234			32,910,942

Certain common shares issuable under stock options and convertible notes payable have been omitted from the diluted net ~~loss~~income (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 7. Software Purchase~~

On February 6, 2015, the Company purchased all rights to cyber security network vulnerability assessment reporting software (the “Software”). Under the purchase agreement, the Company agreed to pay the Seller the base purchase price of $180,000, of which $100,000 was paid in cash at the closing and the remaining $80,000 of which was paid by delivery at the closing of the Company’s secured promissory note. As security for its obligations under the promissory note, the Company granted the Seller a security interest in the Software. After April 7, 2015, the note accrues interest at 10% per annum. The remaining balance of $20,000 was payable on the note on September 30, 2016 but was not paid then although the balance was subsequently reduced during 2016 by $7,500. To date, the Seller has not taken any action to collect the amount past due on the note or to enforce the security interest in the Software. At September 30, 2017, the total principal amount payable under the note is $12,500 with accrued interest payable of $8,150 ($7,215 at December 31, 2016). The asset cost of $180,000 is amortized over its estimated useful life. The remaining balance at September 30, 2017 is $26,250 ($105,000 at December 31, 2016) which will be fully amortized by December 31, 2017.

~~Note 8. Notes Payable - Related Parties~~

~~The balance of the note payable to a member of the Company’s board of directors was $382,715 at September 30, 2017 ($386,065 at December 31, 2016).~~ Principal and interest are paid monthly using an amortization schedule requiring annual principal payments of $8,000 with all remaining outstanding amounts due on January 1, 2020. The current portion of $10,680 is offset by the current portion of deferred financing costs of $4,327. The effective rate of interest was 7.10% at September 30, 2017. ~~On June 29, 2017, the Company borrowed $20,000 under the terms of a 6% unsecured demand note from this board member.~~

~~During June and July 2017, the Company borrowed $12,000 under the terms of 6% unsecured demand notes from an executive officer.~~

On July 18, 2017, the Company entered into an unsecured line of credit financing agreement (the “Agreement”) with its Chief Operating Officer. The Agreement provides for working capital of up to $100,000 through July 31, 2022. Borrowings bear interest at 6%. The interest rate is adjusted annually, on January 1st of each year, to a rate equal to the prime rate in effect on December 31st of the immediately preceding year, plus one and one quarter percent, and in no event, is the interest rate less than 6% per annum. Interest is payable quarterly. As payment of an origination fee under the Agreement, the Company granted a stock option to purchase a total of 400,000 shares of the Company's common stock, par value $.001 per share at $.04 per share valued at $9,960. Such option became fully vested and exercisable on July 31, 2017. Through September 30, 2017, the Company borrowed and has outstanding $60,000 under the Agreement with proceeds used for working capital.

~~A 7% note payable of $25,000 due to a related party matures on March 31, 2018 and is classified as a current liability in the accompanying balance sheet at September 30, 2017.~~

~~Note 9. Financing Agreement~~

On September 21, 2017, the Company entered into an unsecured line of credit financing agreement (the “LOC Note Agreement”) with a related party. The LOC Note Agreement provides for working capital of up to $75,000 through December 31, 2022. Borrowings bear interest at 6%. In consideration for providing the financing, the Company paid the lender a fee of 400,000 shares of its common stock valued at $.04 per share valued or $16,000 in the aggregate, using the closing price of the Company’s common stock on the date the agreement was executed. No amount was borrowed through September 30, 2017.

Note 10. Stock Option Plans and Agreements

The Company has approved stock ~~option~~options plans and agreements covering up to an aggregate of ~~8,209,000~~13,190,000 shares of common stock. ~~Plan~~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.

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model. 1,705,000 options were granted for the six months ended June 30, 2021. 575,000 options were granted for the six months ended June 30, 2020. The following assumptions were used for the ~~nine~~six months ended ~~September~~June 30, ~~2017 and 2016.~~

2017 2016

Risk-free interest rate 1.50% - 1.58% .88% - 1.50%
Expected dividend yield 0% 0%
Expected stock price volatility 100% 100%
Expected life of options 2.75 to 3.0 years 2.50 to 5.75 years

2021.

Risk-free interest rate	0.16% -0.38%
Expected dividend yield	0%
Expected stock price volatility	100%
Expected life of options	2.75 – 5.25 years

The Company recorded expense for options issued to employees and independent service providers of ~~$15,294~~$81,920 and ~~$23,364~~$110,168 for the three and six months ended June 30, 2021, respectively ($16,850 and $18,980 in 2020).

The Company issued 750,000 performance-based stock options during the three months ended ~~September~~June 30, ~~2017 and 2016, respectively, and $25,198 and $31,301 for~~2021 at $0.245 per share to an executive of the ~~nine months ended September 30, 2017 and 2016, respectively.~~

~~At September 30, 2017, there was approximately $7,300~~Company. Certain revenue targets must be made to grant the options in three tranches of 250,000 shares each. The unrecognized compensation ~~cost related to non-vested options. This cost~~expense for these options is ~~expected to be recognized over a weighted average period of~~ approximately ~~two years. The total fair value of shares that~~$135,800 at June 30, 2021.

1,165,000 options vested during the ~~nine~~six months ended ~~September~~June 30, 2017 was approximately $29,000 ($233,000 during the nine months ended September 30, 2016). The weighted average fair value of options granted during the nine months ended September 30, 2017 was $.03 ($.02 during the nine months ended September 30, 2016). No options were exercised during the nine months ended September 30, 2017 and 2016.

2021.

A summary of all stock option activity for the ~~nine~~six months ended ~~September~~June 30, ~~2017 follows.~~

Number of Options Outstanding
Weighted Average Exercise Price
Remaining Contractual Term
Aggregate Intrinsic Value
Outstanding at December 31, 2016
  8,583,000
$.12


Granted
  680,000
$.04


Expired
  (169,500)
$.41


Forfeited
  (1,462,500)
$.15


Outstanding at September 30, 2017
  7,631,000
$.12
4.4 years
$4,900





At September 30, 2017:




Vested or expected to vest and exercisable
  6,693,000
$.08
4.7 years
$4,900

2021 follows:

	Number of Options Outstanding			Weighted Average Exercise Price		Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding at December 31, 2020		12,430,500		$	.05
Granted		1,705,000			.21
Exercised		(284,000	)		.02
Forfeited		(823,000	)		.08
Expired		(45,000	)		.10
Outstanding at June 30, 2021		12,983,500		$	.07	3.3 years	$	2,006,500

At June 30, 2021 - vested or
expected to vest		12,983,500		$	.07	3.3 years	$	2,006,500
Exercisable		11,923,500		$	.06	3.2 years	$	1,965,000

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Note ~~10.~~11. Lease

Beginning on August 1, 2016, the Company leases its headquarters facility under an operating lease agreement that expires on June 30, 2022. The Company has the right to terminate the lease upon six months prior notice after three years of occupancy. Rent expense is $80,000 annually during the first year of the lease term and increases by 1.5% annually thereafter.

Supplemental balance sheet information related to the lease on June 30, 2021 and December 31, 2020 is as follows:

Description	Classification	June 30, 2021		December 31, 2020
Right of Use Asset – Lease, net	Other assets (non-current)	$	81,733	$	120,777
Operating Lease liability – Short-term	Accrued liabilities		83,340		80,258
Operating Lease liability – Long-term	Other long-term liabilities		0		42,347
Total operating lease liability		$	83,340	$	122,605

Discount rate – operating lease					6.0	%

Note 12. Related Party -Accounts Receivable and Accrued Interest Payable

Included in accrued interest payable is ~~accrued interest payable~~amounts due to related parties of ~~$95,513~~$73,091 at ~~September~~June 30, ~~2017~~2021 ($~~81,347~~62,114 - December 31, ~~2016)~~2020).

An additional $111,748 of accrued interest to related parties is due to be paid after June 30, 2022.

************

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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~~undertake no obligation to publicly update ~~information contained in~~or revise any forward-looking ~~statements.~~

statements, whether as a result of new information, future events or otherwise, except as required by law.

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.

Overview

Impact of COVID-19

The COVID-19 pandemic has resulted, and is likely to continue to result, in significant economic disruption. It has already disrupted global travel and supply chains and adversely impacted global commercial activity. Considerable uncertainty still surrounds COVID-19 and its potential long-term economic effects, as well as the effectiveness of any responses taken by government authorities and businesses. The travel restrictions, limits on hours of operations and/or closures of non-essential businesses, and other efforts to curb the spread of COVID-19 has continued to disrupt business activity globally. New strains and variants of the coronavirus continue to spread around the world. The ongoing rollout of vaccines around the globe is encouraging, but their long-term impact on the business environment and the Company is still uncertain. Please see Part II Item 1A of this Report and our other filings with the SEC for additional information regarding certain risks associated with the COVID-19 pandemic.

During the first six months of 2021, our managed support services, cybersecurity projects and software license revenues were minimally impacted by the impact of the COVID-19 pandemic on our customers’ operational priorities. We are also continuing to adapt our operations to meet the challenges of this uncertain and rapidly evolving situation, including remote working arrangements for our employees, limiting non-essential business travel, and utilizing virtual sales and marketing events. Our sales and marketing expenses increased slightly during the first two quarters of 2021, and we expect these expenses to grow slowly but will be lower compared to prior year periods pre-COVID-19 pandemic on travel and in-person marketing events. We will continue to actively monitor the nature and extent of the impact to our business, operating results, and financial condition.

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Our Business

Headquartered in Pittsford, New York, Infinite Group, Inc. (IGI) is a developer of cybersecurity software and a provider of ~~managed IT and virtualization~~cybersecurity related services and ~~a developer and provider of cybersecurity tools and solutions~~managed information security related services to ~~private~~commercial businesses and government ~~agencies.~~organizations. As part of these ~~services~~offerings we:

●design, develop and market solutions and products that solve and simplify network cybersecurity needs of small and medium sized enterprises (SMEs), government agencies, and certain large commercial enterprises. We are a master distributor for Webroot, a cloud based security platform solution, where we market to and provide support for over 350 reseller partners across North America;

●provide level 2 Microsoft and Hewlett Packard server and software-based managed services supporting enterprise customers through our partnership with DXC Technology, formerly a unit of Hewlett Packard Enterprise Company (HPE); and

●

	·	as a trusted advisor and cybersecurity overlay, our focus is on key cybersecurity services (virtual CISO, baseline risk assessments, compliance review and assessment, incident response, penetration testing, vulnerability assessments and other related consulting services) to solve and simplify security for Managed Service Providers (MSPs), small and medium sized enterprises (SMEs), government agencies, and certain large commercial enterprises. We provide guidance and structure for companies to meet compliance and have an overarching cybersecurity plan by acting as the cybersecurity overlay to both internal IT and third-party IT organizations such as Managed Service Providers, Value-Added Resellers, and Managed Security Service Providers. We work with both our channel partners and direct customers to provide these services;

	·	have developed and brought to market a patented, SaaS based, automated asset identification vulnerability management and monitoring solution, Nodeware®, which we sell through distribution and channel partners through our new subsidiary IGI CyberLabs, LLC. 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;

	·	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 Peraton, which purchased Perspecta in May 2021; 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).

Business Strategy

Our strategy creates differentiation in cybersecurity by combining personalized and recurring professional services ~~partner with VMware selling virtualization licenses and solutions, and providing virtualization services support~~ to ~~commercial and government customers including~~small to mid-sized enterprises who lack the ~~New York State and Local Government and Education (SLED) entities and the New York State Office of General Services (OGS). These activities take place in our professional services organization (PSO).~~

~~Business Strategy~~

~~Our strategy is~~internal resources to ~~build our business~~focus on cybersecurity related matters. Additionally, we have built growth businesses by designing, developing, and marketing ~~IT security based products~~cybersecurity-based software-as-a-service (SaaS). Products and solutions ~~that~~are spun off from our technology platform to fill technology gaps in cybersecurity. ~~During~~We brought a product platform to market that has one patent and one patent pending and intend to develop other intellectual property that serve as the core to other proprietary products and solutions to market through a channel of domestic and international partners and distributors. Our products, solutions, and services 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: cybersecurity 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 have also enabled Nodeware to be vertically integrated into other cybersecurity platforms to create native offerings. We also provide our cybersecurity services through our channel partners as a cybersecurity overlay to the technical services they provide, which also provides recurring revenue.

We are working to expand our managed services business with our prime contracting partner, Peraton (which purchased Perspecta in May 2021), and the current federal enterprise customer and its customers.

The following sections define specific components of our business strategy.

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Nodeware®

In May 2016, we ~~brought one~~filed a provisional patent application for our proprietary product, ~~Nodeware™, to market. Nodeware™~~Nodeware and launched it commercially in November 2016. In May 2017, we filed a utility patent application for Nodeware.

U.S. Patent No. 10,999,307, was issued on May 4, 2021, for NETWORK ASSESSMENT SYSTEMS AND METHODS THEREOF [U.S. Patent Application Serial No. 15/600,297, filed May 19, 2017, claiming priority of U.S. Provisional Patent Application Serial No. 62/338,904, filed May 19, 2016].

Nodeware is an automated ~~continuous plug~~asset identification and ~~play network~~ vulnerability management ~~system~~and monitoring solution that ~~consists of hardware~~enhances security by proactively identifying, monitoring, and ~~software. It is intended~~addressing potential vulnerabilities on both internal and external facing networks, creating a safeguard against malicious intent to ~~fill~~exploit known problems in a ~~need in the SME market. It~~customer’s network with simplicity and affordability. Nodeware assesses vulnerabilities in a computer network using scanning technology to capture a comprehensive view of the security exposure of a network infrastructure. Users receive alerts and ~~infrastructure. Nodeware™~~view network information through a proprietary, web enabled dashboard. Continuous and automated internal scanning and external on demand scanning are components of this offering.

The SaaS based platform has an agile and continuous development process that is ~~used~~flexible to ~~eliminate~~react to customer and market needs. In December 2019, we filed a second provisional patent application and in December 2020 we filed the subsequent action on the institutional patent on the Nodeware platform. In 2020 and 2021, we created many new feature updates and improvements to the platform in response to COVID-19 needs and impact such as a downloadable Windows executable version along with a Windows Agent that could be downloaded to a remote PC or server. A number of enhancements related to data management, threat intelligence, and user functionality were part of the 2020/21 continued evolution of Nodeware.

Nodeware creates an opportunity for resellers, including managed service providers, managed security ~~gaps for SMEs.~~service providers, distributors, and value-added resellers to use a product that provides greater visibility into the network security of an organization. We sell ~~Nodeware™~~Nodeware in the commercial sector through ~~our current channel partners.~~

~~Our cybersecurity services business provides services and technical resources to support both our~~ channel partners and ~~end customers.~~ agents. Since 2018, we have continued to expand our channel of direct resellers in addition to organizations like Telarus, SYNNEX and Staples.

In June 2021, we created IGI CyberLabs, LLC, a wholly owned subsidiary to support our Nodeware solution and continued software development.

Intellectual Property

We believe that our intellectual property is an asset that may contribute to the growth and profitability of our business. We rely on a combination of patent-pending and confidentiality procedures and contractual provisions to establish and protect our intellectual property rights in the United States and abroad. In addition to the Patent noted above, we have filed a patent application for the Nodeware® platform in December 2020. The efforts we have taken to protect our intellectual property may not be sufficient or effective. As a result of this uncertainty and overall significance to the financial statements, these costs have been expensed.

The U.S. patent system permits the filing of provisional and non-provisional patent applications. A non-provisional patent application is examined by the United States Patent and Trademark Office and can mature into a patent once that office determines that the claimed invention meets the standards for patentability.

Technology and Product Development

Our goal is to ~~expand~~position our ~~VMware business in both the public~~products and ~~commercial sector by building VMware license sales volume~~solutions to enable vertical and ~~services concurrently.~~other API-based integration with other solutions. We ~~are working to expand our managed services business~~have a technology and product development strategy aligned with our ~~current federal enterprise customer. From time~~business strategy. We continue to ~~time we are~~identify other technical partners in ~~various stages~~the cybersecurity market to integrate Nodeware into; through either API or full stack integration.

Cybersecurity Services

We provide cybersecurity consulting services that include incident response, security awareness training, risk management, IT governance and compliance, security assessment services, penetration testing, and virtual Chief Information Security Officer (vCISO) offerings to channel partners and direct customers across different vertical markets (banking, supply chain, manufacturing, legal, etc.) in North America. Our cybersecurity projects leverage different technology platforms and processes such as Nodeware to create a living document that a customer can use to go forward on a path of continuous improvement for its overall IT security. We support both internal and external IT organizations with our cybersecurity overlay that allows us to stay agnostic in the process, especially for compliance while enabling the IT organization to address the issues discovered. We validate overall network security with the goal of maintaining the integrity of confidential client information, preserving the continuity of services, and minimizing potential data damage from attempted threats and incidents. We continue to enhance our Cybersecurity services when opportunities materialize and as the market evolves.

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Results of Operations

Comparison of the ~~proposal process with potential enterprise customers including responding to requests for information, quotations, draft statements of work, and pricing.~~

~~Results of Operations~~

~~Comparison of~~ Three and ~~Nine Month Periods ended September~~Six Months Ended June 30, ~~2017~~2021 and ~~2016~~

2020

The following ~~tables compare~~table compares our statements of operations data for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 and ~~2016.~~2020. The trends suggested by this table are not indicative of future operating results.

Three Months Ended September 30,





2017 vs. 2016


As a % of

As a % of
Amount of
% Increase

2017
Sales
2016
Sales
Change
(Decrease)







Sales
$1,586,278
  100.0%
$1,727,750
  100.0%
$(141,472)
  (8.2)%
Cost of sales
  1,133,202
  71.4
  1,223,085
  70.8
  (89,883)
  (7.3)
Gross profit
  453,076
  28.6
  504,665
  29.2
  (51,589)
  (10.2)
General and administrative
  290,142
  18.3
  297,346
  17.2
  (7,204)
  (2.4)
Selling
  288,093
  18.2
  228,590
  13.2
  59,503
  26.0
Total costs and expenses
  578,235
  36.5
  525,936
  30.4
  52,299
  9.9
Operating loss
  (125,159)
  (7.9)
  (21,271)
  (1.2)
  103,888
  488.4
Interest expense
  (62,841)
  (4.0)
  (62,071)
  (3.6)
  770
  1.2
Net loss
$(188,000)
  (11.9)%
$(83,342)
  (4.8)%
$(104,658)
  125.6%
Net loss per share - basic and diluted
$(.01)

$.00

$(.01)

Nine Months Ended September 30,





2017 vs. 2016


As a % of

As a % of
Amount of
% Increase

2017
Sales
2016
Sales
Change
(Decrease)







Sales
$4,799,434
  100.0%
$5,391,001
  100.0%
$(591,567)
  (11.0)%
Cost of sales
  3,395,436
  70.7
  3,912,730
  72.6
  (517,294)
  (13.2)
Gross profit
  1,403,998
  29.3
  1,478,271
  27.4
  (74,273)
  (5.0)
General and administrative
  867,097
  18.1
  947,978
  17.6
  (80,881)
  (8.5)
Selling
  931,840
  19.4
  645,232
  12.0
  286,608
  44.4
Total costs and expenses
  1,798,937
  37.5
  1,593,210
  29.6
  205,727
  12.9
Operating loss
  (394,939)
  (8.2)
  (114,939)
  (2.1)
  280,000
  243.6
Interest expense
  (183,212)
  (3.8)
  (188,131)
  (3.5)
  (4,919)
  (2.6)
Net loss
$(578,151)
  (12.0)%
$(303,070)
  (5.6)%
$(275,081)
  90.8%
Net loss per share - basic and diluted
$(.02)

$(.01)

$(.01)

	Three Months Ended June 30,
													2021 vs. 2020
				As a % of						As a % of			Amount of			% Increase
	2021			Sales			2020			Sales			Change			(Decrease)

Sales	$	1,797,504			100.0	%	$	1,703,361			100.0	%	$	94,143			5.5	%
Cost of sales		1,109,223			61.7			1,024,775			60.2			84,448			8.2
Gross profit		688,281			38.3			678,586			39.8			9,695			1.4
General and administrative		541,711			30.1			402,226			23.6			139,485			34.7
Selling		507,042			28.2			299,224			17.6			207,818			69.5
Total costs and expenses		1,048,753			58.3			701,450			41.2			347,303			49.5
Operating income (loss)		(360,472	)		(20.1	)		(22,864	)		(1.3	)		(337,608	)		(1,476.6	)
Other income		0			0.0			2,912			0.2			(2,912	)		(100.0	)
Interest expense		(56,031	)		(3.1	)		(52,873	)		(3.1	)		3,158			6.0
Net loss	$	(416,503	)		(23.2	)%	$	(72,825	)		(4.3	)%	$	(343,678	)		(471.9	)%

Net loss per share - basic and diluted	$	(.01	)				$	.00					$	(.01	)

	Six Months Ended June 30,
													2021 vs. 2020
				As a % of						As a % of			Amount of			% Increase
	2021			Sales			2020			Sales			Change			(Decrease)

Sales	$	3,621,846			100.0	%	$	3,602,956			100.0	%	$	18,890			0.5	%
Cost of sales		2,182,138			59.6			2,147,841			59.6			34,297			1.6
Gross profit		1,439,708			40.4			1,455,115			40.4			(15,407	)		(1.1	)
General and administrative		1,006,103			21.6			776,756			21.6			229,347			29.5
Selling		894,767			17.9			645,925			17.9			248,842			38.5
Total costs and expenses		1,900,870			39.5			1,422,681			39.5			478,189			33.6
Operating income		(461,162	)		0.9			32,434			0.9			(493,596	)		(1,521.8	)
Other income		0.0			0.0			2,912			0.1			(2,912	)		(100.0	)
Interest expense		(107,568	)		(3.2	)		(114,233	)		(3.2	)		(6,665	)		(5.8	)
Net loss	$	(568,730	)		(23.2	)%	$	(78,887	)		(2.2	)%	$	(489,843	)		(620.9	)%

Net loss per share - basic and diluted	$	(.02	)				$	.00					$	(.02	)

Sales

~~For~~

Our managed support service sales decreased by 11.9% from $1,199,546 during the three months ended ~~September~~June 30, ~~2017 and 2016, respectively, our:~~

●

2020 to $1,057,431 during the corresponding period of 2021. During the six months ended June 30, 2021, managed support services sales decreased by 9.1% from $2,341,308 during 2020 to $2,128,331. Managed support service ~~and virtualization project~~ sales comprised approximately ~~77% and 86%~~59% of our ~~total sales; and~~

●

~~commercial~~ sales ~~to small and medium sized enterprises (SMEs) have grown to approximately 18% of our total sales from 13%.~~

~~For the nine months ended September 30, 2017 and 2016, respectively, our:~~

●

~~managed service and virtualization project sales comprised approximately 78% and 87% of our total sales; and~~

●

~~commercial sales to SMEs have grown to approximately 17% from 11%.~~

~~In addition, we generated gross agent sales of VMware licenses and project credits of $169,625 and $803,903 for~~in both the three and ~~nine~~six months ended ~~September~~June 30, ~~2017 compared to $124,490 for~~2021 and approximately 70% and 65% in 2020, respectively. The decline in our managed support service sales during the three and ~~nine~~six months ended ~~September~~June 30, ~~2016. Since we have determined that we act as an agent and not as a principal in connection with these sales, only~~2021 was due to the ~~gross profit is included in sales.~~

~~Sales~~continued declines of virtualization subcontract projects ~~have continued~~assigned to ~~decrease~~us by VMWare due to projects coming to a conclusion. The decline in virtualization subcontract projects has been a trend occurring since 2015 ~~because VMware has continued~~[that we expect to ~~assign fewer~~continue for the duration of 2021].

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Our cybersecurity projects and software sales, primarily to ~~us. Our virtualization subcontract project sales decrease of approximately 68% from 2016~~SMEs, increased by 52.2% to ~~2017 was offset in part by sales growth of approximately 39% from our commercial SME businesses~~$689,073 during the ~~nine~~three months ended ~~September~~June 30, ~~2017 as compared~~2021 from $452,815 during the corresponding period of 2020. During the six months ended June 30, 2021, cybersecurity projects and software sales increased by 26.5% to ~~2016. Our goal is~~$1,391,515 from $1,099,648 during the six months ended June 30, 2020. The increase in cybersecurity projects and software sales during the three and six months ended June 30, 2021 was attributable to expand 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. Our commercial SME business continues to establish new relationships with channel partners who purchase IT solutions from us. We began to close sales of Nodeware™ with our channel partners during 2017. In September 2017, we released a new and improved release of the Nodeware™ vulnerability management system with options for both virtual machine and hardware deployment. We are focusing on increasing our Nodeware™ sales through our network of channel partners.

~~One~~increased efforts of our ~~priorities is~~sales team in finding new customers. We expect our cybersecurity projects and software business to ~~increase sales. Since 2016, we have hired additional commercial~~continue to grow due to our expanding salesforce and channel partners.

Other IT consulting services sales ~~personnel~~were flat during the three months ended June 30, 2021 and declined by $60,000 or 37% during the six months ended June 30, 2021. The decline in other IT consulting services sales during the six months ended June 30, 2021 was due to ~~increase commercial sales~~the termination on a consulting contract, which occurred during the first quarter of ~~Webroot in the SME market and Nodeware™ in the SME and enterprise markets. Our investments in personnel began to generate commercial SME operating income in 2016 continuing into 2017.~~

2021.

Cost of Sales and Gross Profit

Cost of sales principally represents compensation expense for our employees. Cost of sales increased by 8.2% to $1,109,223 during the ~~cost~~three months ended June 30, 2021 from $1,024,775 during the corresponding period of ~~employee services related to our IT Services Group. We also incurred~~2020. During the six months ended June 30, 2021, cost of sales ~~for third party software licenses for our commercial SME partners. As virtualization project sales decreased, related personnel~~increased by 1.6% to $2,182,138 from $2,147,841 during the six months ended June 30, 2020. The increase in cost of sales ~~also decreased.~~

~~For~~during the three and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2021 from 2020 was due to an increase in headcount of two salaried employees to support our cybersecurity projects and software team, offset by a reduction in headcount of two hourly employees in supporting our managed support services.

Our gross profit increased by $9,695 from the three months ended June 30, 2020 to 2021 primarily due to growth in cybersecurity projects and Nodeware sales. The year-to-date gross profit decreased by ~~$51,589 and $74,273, respectively, as our sales decreased during these periods. Our gross profit margin improved~~$15,407 from ~~27.4%~~2020 to ~~29.3% for the nine month periods ended September 30, 2016 and 2017 principally~~2021 primarily due to ~~the growth~~pricing concessions made in our managed services business offset partially by improved cybersecurity projects sales and better cost containment of ~~our commercial SME sales.~~

salaries.

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. ~~For the nine months ended September 30, 2017, general~~General and administrative expenses ~~decreased consisting~~ of ~~various expense items including reductions in occupancy expenses, stock option~~$541,711 for the three months ended June 30, 2021 increased 34.7% from $402,226, for the same quarter of 2020 and expenses of $1,006,103 for the six months ended June 30, 2021 increased 29.5% from expenses of $776,756 for the six months ended June 30, 2020. These were primarily due to the addition of 1 new employee and increases to professional fees for legal and consulting services of approximately ~~$8,900, and our accounts receivable allowance of $30,000.~~

$97,000.

Selling Expenses

Selling expenses of $507,042 for the three months ended June 30, 2021 increased 69.5% from $299,224 for the same quarter of 2020. Selling expenses of $894,767 for the six months ended June 30, 2021 increased 38.5% from expenses of $645,925 for the six months ended June 30, 2020. The increase in selling expenses ~~in 2017~~ is ~~principally~~ due to the ~~addition~~hiring of ~~employee salaries, benefits~~3 additional salespeople during 2021 to sell our cybersecurity services and ~~payroll taxes totaling~~software and associated commissions due to the increased sales. The increase in selling expenses from the hiring of new personnel was partially offset by less travel related spending of approximately ~~$62,900~~$12,000 due to COVID-19. It is expected that these expenses will level off in the latter half of 2021. However, as COVID-19 travel restrictions lift, we expect to see expenses such as commissions and ~~$273,300~~travel increase.

Operating Income

For the three months ended June 30, 2021 and June 30, 2020, operating loss was $360,472 and $22,864, respectively for an increase in the loss by $337,608. For the six months ended June 30, 2021, the operating loss was $461,162 while the gain for the six months ended June 30, 2020 was $32,434, representing a $493,596 decrease in operating income. The decrease in our operating income from the previous year is principally attributable to the growth of our sales team and the associated costs as well as professional fees incurred for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017, respectively,~~2021 as ~~we launched Nodeware™ and expanded our commercial SME marketing efforts.~~

~~Operating Loss~~

~~The increase in our operating loss for 2017 is principally attributable~~compared to ~~an increase in operating expenses~~2020.

Interest Expense

Interest expense of ~~$52,299 and $205,727~~$56,031 for the three ~~and nine~~ months ended ~~September~~June 30, ~~2017, respectively, as compared to 2016 and a decrease in our gross profit.~~

2021 increased 6.0% from expense of $52,873 for the same quarter of 2020. Interest ~~Expense~~

expense of $107,568 for the six months ended June 30, 2021 decreased 5.8% from expense of $114,233 for the six months ended June 30, 2020. The decrease in interest expense ~~for the nine months ended September 30, 2017~~ is principally attributable to ~~a net~~the decrease in ~~financing of our accounts receivable since~~interest rates over the ~~volume of our financings decreased. This~~last year.

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Net Loss

For the three months ended June 30, 2021 and June 30, 2020, net loss was ~~partially offset~~$416,503 and $72,825, respectively. An increase in the loss by ~~increased interest expense associated with proceeds from working capital notes payable that originated~~$343,678. For the six months ended June 30, 2021 and June 30, 2020, net loss was $568,730 and $78,887, respectively. An increase in ~~2016~~the loss by $489,843. The increases are attributable primarily to the selling, general and ~~2017.~~

~~Net Loss~~

~~The increase is attributable to the~~administrative items discussed above for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 as compared to ~~2016.~~

2020.

Liquidity and Capital Resources

At ~~September~~June 30, ~~2017,~~2021, we had cash of ~~$14,102~~$3,966 available for working capital needs and planned capital asset expenditures. At June 30, 2021, we had a working capital deficit of approximately $2,381,000 and a current ratio of 0.29.

During ~~2017, we financed~~2021, our ~~business activities principally through cash flows provided by operations and sales with recourse of our accounts receivable. 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 ~~September~~June 30, ~~2017,~~2021, we had no financing availability, based on eligible accounts receivable, but we expect sales during the third quarter of ~~approximately $104,000 under this line.~~2021 to generate accounts receivable eligible for factoring that will support our third quarter operations. We pay fees based on the length of time that the ~~invoices remain~~invoice remains unpaid.

~~On December 1, 2014, we~~

We entered into an unsecured ~~line~~lines of credit financing ~~agreement~~agreements (the “LOC ~~Agreement”~~Agreements”) with ~~a member of our board of directors.~~two related parties in previous years. The LOC Agreement provides for working capital of up to $400,000 through January 1, 2020. At September 30, 2017, we had $17,285 of availability under the LOC Agreement. On June 29, 2017, we borrowed $20,000 under the terms of a demand note from this board member.

~~In addition, during June and July 2017, we borrowed $12,000 under the terms of 6% unsecured demand notes from an executive officer.~~

~~On July 18, 2017, we entered into an unsecured line of credit financing agreement (the “Agreement”) with our Chief Operating Officer. The Agreement provides~~Agreements provide for working capital of up to $100,000 through July 31, 2022 ~~with interest at 6%. Through September 30, 2017, we borrowed~~ and ~~have outstanding $60,000 with proceeds used for working capital.~~

~~In September 2017, we completed a financing with a related party to provide up to $75,000 of additional working capital. The agreement provides for working capital of up to~~ $75,000 through ~~December 31, 2022. Borrowings bear interest at 6%. No amount was borrowed through September~~January 2, 2023. At June 30, ~~2017.~~

~~At September 30, 2017,~~2021, we had ~~a working capital deficit~~approximately $15,000 of ~~approximately $3,291,000 and a current ratio of .10. This increase in~~availability under the working capital deficit from $2,448,000 at December 31, 2016 is principally due to the scheduled maturities of notes payable due to third parties of $440,000 in 2018, $25,000 due to a related party on March 31, 2018 and increases in accrued expenses payable.

LOC Agreements.

At ~~September~~June 30, ~~2017,~~2021, we have current notes payable of ~~$362,500~~$100,000 to a related party. This debt is due on October 1, 2021.

At June 30, 2021, we have current notes payable of $162,500 to third parties, which includes convertible notes payable of ~~$290,000.~~$150,000. Also included is $12,500 in principal amount of a note payable due on ~~September~~June 30, 2016 but not paid. This note was issued in payment of software we purchased in February ~~2015~~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.

~~At September 30, 2017, we~~

We have $807,723 of current maturities of long-term obligations to third parties. This is comprised of $1,262,352 (which includes current portion long-term debt – related parties of $6,353). Included in this balance is approximately $816,000 due to the Pension Benefit Guaranty Corporation (the PBGC) of which $570,000 is due to the PBGC in accordance with the October 2011 Settlement Agreement. Payments are contingent upon our earning free cash flow in excess of defined amounts which vary by year. No amounts have been owed or paid on this obligation through September 30, 2017. However, if no amounts are obligated to be paid for 2017, we anticipate that we will write off the balance when our agreement with the PBGC is satisfied and, if so, realize a noncash gain at that time. If this occurs, this will provide a contribution of $570,000 to our net income and improve our working capital. Since we are not current with our periodic payments to the PBGC, all principal on our note payable of $246,000 was recorded as a current liability at September 30, 2017. We have maturities of ourvarious notes including long-term notes to third parties of $265,000 due on January 1, 2018 (plus accrued interest of approximately $207,500), which has not been renewed or amended and ~~$175,000~~approximately $500,000 due on ~~August~~December 31, ~~2018.~~ 2021. Included in the balance is $46,000 owed to the PBGC which is expected to be forgiven during the three months ending September 30, 2021.

At June 30, 2021, we have $100,000 of current maturities of long-term obligations to a related party. This is due on January 1, 2022.

We plan to renegotiate the terms of the various notes payable, seek funds to repay the notes or use a combination of both alternatives. ~~Previously, we have extended notes totaling $440,000 with these 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 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 $449,000 at June 30, 2021.

The following table sets forth our cash flow information for the periods presented:

	Six Months Ended June 30,
	2021			2020
Net cash used by operating activities	$	(12,380	)	$	(422,220	)
Net cash used by investing activities		(129,897	)		(135,071	)
Net cash provided by financing activities		113,930			946,672
Net increase (decrease) in cash	$	(28,347	)	$	389,381

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Cash Flows Used by Operating Activities

Our ~~objective~~operating cash flow is primarily affected by the overall profitability of our contracts, our ability to ~~improve~~invoice and collect from our ~~working capital position through profitable operations.~~ clients in a timely manner, and our ability to manage our vendor payments. We bill our clients weekly or monthly after services are performed as well as collect down payments depending on the contract terms. Our net loss of $568,730 for 2021 was offset in part by non-cash expenses and credits of $197,719. In addition, our net loss was further offset by a decrease in accounts receivable and other assets of $130,440, an increase in accrued payroll, deferred revenue and other expenses payable of $213,213 and an increase in accounts payable of $14,978 resulting in cash used by operating activities of $12,380.

We market Webroot and Nodeware to our IT channel partners who resell to their customers. We continue to make investments in expanding our sales of cyber security and Nodeware licenses to a growing channel and direct commercial customers. Due to the time of investment in cultivating relationships with our channel partners and end customers needed to generate these new sales, we do not expect to realize a return from our sales and marketing efforts 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

Cash used by investing activities was $129,897 during the six months ended June 30, 2021. This cash was used primarily for capitalization of software development costs as well as computer hardware for new employees.

Cash Flows Provided by Financing Activities

Cash provided by financing activities was $113,930 for the six months ended June 30, 2021 consisted of proceeds from note payables to related parties and proceeds from the exercising of employee stock options offset by settlement repayment of $200,000 to the PBGC.

Credit Resources

We believe the capital resources available under our factoring line of credit, cash from additional related party loans and cash generated by improving the results of our operations as well as the extension of short-term debt to long term will be sufficient to fund our ongoing operations and to support the internal growth we expect to ~~achieve~~achieve.

See Note 2. Management Plans - Capital Resources above for ~~at least~~a more information on the ~~next 12 months. However, if we do not improve~~Company’s plans, which in management’s opinion will allow the ~~results of our operations in future periods, we expect that additional working capital will be required~~Company to ~~fund our business. There is no assurance that in~~meet its obligations for the ~~event we need additional funds that adequate additional working capital will be available or, if available, will be offered on acceptable terms.~~

twelve-month period from the date the financial statements are available.

We anticipate financing growth from acquisitions of other businesses, if any, and our longer-term internal growth through one or more of the following sources: cash from collections of accounts receivable; additional borrowing from ~~third~~related and ~~related~~third parties; issuance of equity; use of our existing accounts receivable credit facility; or a refinancing of our accounts receivable credit facility.

~~The following table sets forth our cash flow information for the periods presented:~~

Nine Months Ended September 30,

2017
2016



Net cash used by operating activities
$(105,597)
$(309,412)
Net cash used by investing activities
  (5,608)
  (4,073)
Net cash provided by financing activities
  82,871
  331,855
Net (decrease) increase in cash
$(28,334)
$18,370

~~Cash Flows Used by Operating Activities~~

Net cash used by operations during the nine months ended September 30, 2017 was $105,597. Our operating cash flow is primarily affected by the overall profitability of our contracts and sales, 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 cash used by operating activities in 2017 included our net loss of $578,151 for the nine months ended September 30, 2017. Our net loss was offset in part by non-cash expense items of $132,107, an increase in accounts receivable of $62,138, and an increase in accounts payable of $245,339. In addition, accrued expenses payable increased by $177,138 due to increases in accrued payroll due to the routine timing of payroll disbursements after September 30, 2017 and accrued interest payable.

We continue to employ sales personnel to increase commercial Nodeware™ and commercial SME sales. Our investments in personnel began to generate commercial SME operating income in 2016 continuing into 2017. Due to the lengthy lead times needed to generate new Nodeware™ sales, we do not expect to realize a return from new sales personnel for one or more quarters. As a result, we may experience net losses from certain investments in personnel until sufficient sales are generated. We expect to fund the costs for sales personnel from our operating cash flows and incremental borrowings, as needed.

~~Cash Flows Used by Investing Activities~~

Cash used by investing activities was $5,608 for computer hardware and software during the nine months ended September 30, 2017. We expect to continue to invest in computer hardware and software to update our technology to support our business but do not anticipate significant expenditures on an annual basis at our current level of operations.

~~Cash Flows Provided by Financing Activities~~

Cash provided by financing activities was $82,871 for the nine months ended September 30, 2017 consisting of new loans from related parties of $92,000 offset by principal payments of $3,350 to related parties and $5,779 on other notes payable.

Item 3. Quantitative and Qualitative Disclosures About Market ~~Risk.~~

Risk

As a smaller reporting company, we are not required to provide the information required by this Item.

Item 4. Controls and ~~Procedures.~~

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.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are not currently a party to any lawsuit or proceeding which, in the opinion of management, is likely to have a material adverse effect on us or our business.

Item 1A. Risk Factors

The COVID-19 pandemic could have a material adverse effect on our results of operations, financial position, and cash flows.

The COVID-19 pandemic has created significant uncertainty and economic disruption. Effects of the COVID-19 pandemic that may negatively impact our business in future periods include, but are not limited to: limitations on the ability of our customers to conduct their business, purchase our products and services, and make timely payments; curtailed consumer spending; deferred purchasing decisions; delayed consulting services implementations; and decreases in cybersecurity services and software license revenues driven by channel partners.

Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 for a comprehensive listing of the Company’s other risk factors. There are no material changes for the six months ended June 30, 2021.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On ~~September 21, 2017,~~April 30, 2021, the Company ~~entered into an unsecured line of credit financing agreement (the “LOC Note Agreement”)~~issued 50,000 shares with a ~~related party. The LOC Note Agreement provides for working capital~~value of up to $75,000 through December 31, 2022. Borrowings bear interest at 6%. In consideration for providing the financing, the Company paid the lender a fee of 400,000 shares of its common stock valued at $.04$0.2325 per share, or ~~$16,000 in~~$11,625, for consulting services to be rendered.

On May 7, 2021, the ~~aggregate, using~~Company issued 200,000 shares with a value of $0.2325 per share, or $46,500, for consulting services to be rendered.

During the ~~closing price~~three months ended June 30, 2021, three non-executives exercised stock options of the ~~Company’s common stock on~~Company. The issuances were for 20,000, 64,000 and 200,000 shares at prices of $0.03, $0.095 and $0.04125, respectively.

The securities described above were issued in reliance upon the ~~date~~exemption from the ~~agreement was executed.~~

~~The issuance~~registration requirements of ~~this stock was exempt from registration under~~ the Securities Act of 1933, as amended ~~by virtue of~~(the “Securities Act”), as set forth in Section 4(a)(2) ~~thereunder, as a transaction~~of the Securities Act relative to transactions by an issuer not involving any public ~~offering.~~

offering, to the extent an exemption from registration was required. The recipients of the securities described in the transactions above acquired the securities for their own account for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof.

Item 3. Defaults Upon Senior Securities.

The Company is in default on convertible notes to third parties of $150,000 due on December 31, 2016. The accrued interest on these notes is approximately $104,700 at June 30, 2021.

The Company is in default on long-term notes to third parties of $265,000 due on January 1, 2018. The accrued interest on these notes is approximately $207,500 at June 30, 2021.

Item 6. ~~Exhibits.~~

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.

Table of Contents

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 November 14, 2017~~ Date: August 17, 2021		/s/ James Villa
		James Villa
		Chief Executive Officer
		(Principal Executive Officer)

~~Date November 14, 2017~~ Date: August 17, 2021		/s/ ~~James Witzel~~Richard Glickman
	~~James Witzel~~	Richard Glickman
		VP Finance and Chief ~~Financial~~Accounting Officer
		(Principal Financial Officer)


	22

Table of Contents

		INDEX TO EXHIBITS
~~Exhibit No.~~	~~Description~~
~~10.1~~ Exhibit No.		Description

3.1		Certificate of Incorporation of the Company dated April 29, 1993 (incorporated herein by reference from the Company’s Registration Statement on Form S-1 (File# 33-61856).
3.2		Certificate of Amendment of Certificate of Incorporation dated December 31, 1997 (incorporated herein by reference from Exhibit 3.2 to the Company’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 1997).
3.3		Certificate of Amendment of Certificate of Incorporation dated February 3, 1999 (incorporated herein by reference from Exhibit 3.3 to the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1998).
3.4		Certificate of Amendment of Certificate of Incorporation dated February 28, 2006 (incorporated herein by reference to Exhibit 3.4 to the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2005).
3.5		By-Laws of the Company (incorporated herein by reference from the Company’s Registration Statement on Form S-1 (File# 33-61856).
4.1		Specimen Stock Certificate (incorporated herein by reference from the Company’s Registration Statement on Form S-1 (File# 33-61856).
10.1		**2009 Stock Option Plan (incorporated herein by reference to Exhibit 10.26 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2008).
10.2		Form of Stock Option Agreement (incorporated herein by reference from the Company’s Registration Statement on Form S-1 (File# 33-61856).
10.3		Promissory Note dated August 13, 2003 in favor of Carle C. Conway (incorporated herein by reference to the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2002).
10.4		Modification Agreement No. 3 to Promissory Notes between Allan Robbins and the Company dated October 1, 2005 (incorporated herein by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2005).
10.5		Collateral Security Agreement between the Company and Northwest Hampton Holdings, LLC dated February 15, 2006 (incorporated herein by reference to Exhibit 10.26 to the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2005).
10.6		Collateral Security Agreement between the Company and Allan Robbins dated February 15, 2006 (incorporated herein by reference to Exhibit 10.27 to the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2005).
10.7		Purchase and Sale Agreement between the Company and Amerisource Funding, Inc. dated May 21, 2004 (incorporated herein by reference to Exhibit 10.22 to the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2006).
10.8		Account Modification Agreement between the Company and Amerisource Funding, Inc. dated August 5, 2005 (incorporated herein by reference to Exhibit 10.33 to the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2006).
10.9		Promissory Note between Northwest Hampton Holdings, LLC and the Company dated September 30, 2009 (incorporated herein by reference to Exhibit 10.27 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009).
10.10		Demand Promissory Note between Allan M. Robbins and the Company dated August 13, 2010 (incorporated herein by reference to Exhibit 10.31 to the Company's Quarter Report on Form 10-Q for the quarterly period ended September 30, 2010).

Table of Contents

10.11		Stock Option Agreement between the Company and Donald W. Reeve dated September 5, 2013 (incorporated herein by reference to Exhibit 10.33 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2014).
10.12		Stock Option Agreement between the Company and Donald W. Reeve dated December 1, 2014 (incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on December 4, 2014).
10.13		Software Assets Purchase Agreement between the Company and UberScan, LLC and Christopher B. Karr and Duane Pfeiffer (incorporated herein by reference to Exhibit 10.35 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2014). #
10.14		Amendment to Promissory Note between the Company and Northwest Hampton Holdings, LLC dated December 31, 2015 (incorporated herein by reference to Exhibit 10.41 to the Company's Current report on Form 10-K for the fiscal year ended December 31, 2017).
10.15		Promissory Note between the Company and James Leonardo Managing Member of a Limited Liability Corporation to be formed dated March 14, 2016 (incorporated herein by reference to Exhibit 10.38 to the Company's Current report on Form 10-K for the fiscal year ended December 31, 2017).
10.16		Stock Option Agreement between the Company and Donald W. Reeve dated September 30, 2016 (incorporated herein by reference to Exhibit 10.2 to the Company's Quarter Report on Form 10-Q for the quarterly period ended September 30, 2016).
10.17		Line of Credit and Note Agreement between the Company and Andrew Hoyen dated July 18, 2017 (incorporated herein by reference to Exhibit 10.1 to the Company's Quarter Report on Form 10-Q for the quarterly period ended June 30, 2017).
10.18		Stock option agreement between the Company and Andrew Hoyen dated July 18, 2017 for 400,000 common shares (incorporated herein by reference to Exhibit 10.2 to the Company's Quarter Report on Form 10-Q for the quarterly period ended June 30, 2017).
10.19		Stock option agreement between the Company and Andrew Hoyen dated July 18, 2017 for 100,000 common shares (incorporated herein by reference to Exhibit 10.3 to the Company's Quarter Report on Form 10-Q for the quarterly period ended June 30, 2017).
10.20		Line of Credit and Note Agreement between the Company and Harry Hoyen dated September 21, 2017 *(incorporated herein by reference to Exhibit 10.1 to the Company's Quarter Report on Form 10-Q for the quarterly period ended September 30, 2017).
~~31.1~~ 10.21		Amendment to Promissory Note between the Company and Northwest Hampton Holdings, LLC dated December 8, 2016 (incorporated herein by reference to Exhibit 10.43 to the Company's Current report on Form 10-K for the fiscal year ended December 31, 2017).
10.22		Modification #1 to Line of Credit Note and Agreement between Harry Hoyen and the Company dated December 28, 2017 (incorporated herein by reference to Exhibit 10.44 to the Company's Current report on Form 10-K for the fiscal year ended December 31, 2017).
10.23		Stock option agreement between the Company and Harry Hoyen dated December 28, 2017 for 400,000 common shares (incorporated herein by reference to Exhibit 10.45 to the Company's Current report on Form 10-K for the fiscal year ended December 31, 2017).
10.24		Stock option agreement between the Company and Harry A. Hoyen III dated May 14, 2019 (incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on May 16, 2019).
10.25		**2019 Stock Option Plan (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on August 22, 2019).
10.26		Stock option agreement between the Company and Andrew Hoyen dated December 10, 2019 (incorporated herein by reference to Exhibit 10.49 to the Company's Current report on Form 10-K for the fiscal year ended December 31, 2019).
10.27		Stock Option Agreement between the Company and Donald W. Reeve dated December 23, 2019 (incorporated herein by reference to Exhibit 10.50 to the Company's Current report on Form 10-K for the fiscal year ended December 31, 2019).
10.28		Stock Option Agreement between the Company and James Villa dated December 23, 2019 (incorporated herein by reference to Exhibit 10.51 to the Company's Current report on Form 10-K for the fiscal year ended December 31, 2019).
10.29		Stock option agreement between the Company and Andrew Hoyen dated December 23, 2019 (incorporated herein by reference to Exhibit 10.52 to the Company's Current report on Form 10-K for the fiscal year ended December 31, 2019).
10.30		Small Business Administration Note Payable Agreement with Upstate Bank (incorporated herein by reference to Exhibit 10.1 to the Company's Quarter Report on Form 10-Q for the quarterly period ended March 31, 2020).
10.31		**2020 Stock Option Plan (incorporated herein by reference to Exhibit 10.2 to the Company's Quarter Report on Form 10-Q for the quarterly period ended March 31, 2020).
10.32		Consolidation and Modification Agreement between the Company and Dr. Allan Robbins dated August 24, 2020 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 3, 2020).
10.33		Amendment to Promissory Note between the Company and Northwest Hampton Holdings, LLC dated November 17, 2020 (incorporated herein by reference to Exhibit 10.55 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2020).
10.34		Promissory Note between Donald Reeve and the Company dated December 30, 2020 (incorporated herein by reference to Exhibit 10.56 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2020).
10.35		Second Amended Settlement Agreement between the Company and the Pension Benefit Guaranty Corporation dated April 12, 2021 (incorporate herein by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 15, 2021).
31.1		Chief Executive Officer Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002. *
31.2	~~Chief Financial Officer~~	VP Finance 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 Financial Officer~~	VP Finance 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.

INFINITE GROUP, INC.

BALANCE SHEETS

	September 30,	December 31,
	2017 (Unaudited)	2016
ASSETS
Current assets:
Cash	$14,102	$42,436
Accounts receivable, net of allowances of $40,000 – 2017; $70,000 – 2016	335,615	243,477
Prepaid expenses and other current assets	8,286	16,076
Total current assets	358,003	301,989

Property and equipment, net	21,436	26,079

Software, net	26,250	105,000

Deposits	6,667	8,985
Total assets	$412,356	$442,053

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current liabilities:
Accounts payable	$592,040	$346,701
Accrued payroll	336,724	219,454
Accrued interest payable	744,596	671,437
Accrued retirement	232,560	225,720
Accrued expenses - other	61,623	81,754
Current maturities of long-term obligations	1,255,999	836,999
Notes payable	362,500	368,279
Notes payable and current portion long-term debt - related parties	63,353	0
Total current liabilities	3,649,395	2,750,344

Long-term obligations:
Notes payable:
Other	720,141	1,150,225
Related parties	572,615	534,326
Total liabilities	4,942,151	4,434,895

Commitments

Stockholders' deficiency:
Common stock, $.001 par value, 60,000,000 shares authorized; 29,461,883 – 2017; 29,061,883 – 2016 shares issued and outstanding	29,461	29,061
Additional paid-in capital	30,603,416	30,562,618
Accumulated deficit	(35,162,672)	(34,584,521)
Total stockholders’ deficiency	(4,529,795)	(3,992,842)
Total liabilities and stockholders’ deficiency	$412,356	$442,053

See notes to unaudited financial statements.

INFINITE GROUP, INC.

STATEMENTS OF OPERATIONS (Unaudited)

	Three Months Ended September 30,		Nine Months Ended September 30,
	2017	2016	2017	2016

Sales	$1,586,278	$1,727,750	$4,799,434	$5,391,001
Cost of sales	1,133,202	1,223,085	3,395,436	3,912,730
Gross profit	453,076	504,665	1,403,998	1,478,271

Costs and expenses:
General and administrative	290,142	297,346	867,097	947,978
Selling	288,093	228,590	931,840	645,232
Total costs and expenses	578,235	525,936	1,798,937	1,593,210

Operating loss	(125,159)	(21,271)	(394,939)	(114,939)

Interest expense:
Related parties	(14,840)	(13,393)	(40,221)	(42,065)
Other	(48,001)	(48,678)	(142,991)	(146,066)
Total interest expense	(62,841)	(62,071)	(183,212)	(188,131)

Net loss	$(188,000)	$(83,342)	$(578,151)	$(303,070)

Net loss per share – basic and diluted	$(.01)	$.00	$(.02)	$(.01)

Weighted average shares outstanding – basic and diluted	29,105,361	29,061,883	29,076,535	28,127,817

See notes to unaudited financial statements.

STATEMENTS OF CASH FLOWS (Unaudited)

	Nine Months Ended September 30,
	2017	2016
Cash flows from operating activities:
Net loss	$(578,151)	$(303,070)
Adjustments to reconcile net loss to net cash
used by operating activities:
Stock based compensation	25,198	31,301
Depreciation and amortization	106,909	65,875
Reduction of accounts receivable allowances	(30,000)	0
(Increase) decrease in assets:
Accounts receivable	(62,138)	(313,253)
Prepaid expenses and other assets	10,108	(5,799)
Increase (decrease) in liabilities:
Accounts payable	245,339	(72,388)
Accrued expenses	170,298	281,349
Accrued retirement	6,840	6,573
Net cash used by operating activities	(105,597)	(309,412)

Cash flows from investing activities:
Purchases of property and equipment	(5,608)	(4,073)
Net cash used by investing activities	(5,608)	(4,073)

Cash flows from financing activities:
Proceeds from notes payable - related parties	92,000	0
Proceeds from notes payable - other	0	400,000
Repayments of notes payable - related parties	(3,350)	(5,984)
Repayments of notes payable - other	(5,779)	(62,161)
Net cash provided by financing activities	82,871	331,855

Net (decrease) increase in cash	(28,334)	18,370

Cash - beginning of period	42,436	13,510

Cash - end of period	$14,102	$31,880

Supplemental Disclosures of Cash Flow Information:
Cash payments for interest	$89,986	$106,760

See notes to unaudited financial statements.

	Number of Options Outstanding	Weighted Average Exercise Price	Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding at December 31, 2016	8,583,000	$.12
Granted	680,000	$.04
Expired	(169,500)	$.41
Forfeited	(1,462,500)	$.15
Outstanding at September 30, 2017	7,631,000	$.12	4.4 years	$4,900

At September 30, 2017:
Vested or expected to vest and exercisable	6,693,000	$.08	4.7 years	$4,900

	Three Months Ended September 30,
					2017 vs. 2016
		As a % of		As a % of	Amount of	% Increase
	2017	Sales	2016	Sales	Change	(Decrease)

Sales	$1,586,278	100.0%	$1,727,750	100.0%	$(141,472)	(8.2)%
Cost of sales	1,133,202	71.4	1,223,085	70.8	(89,883)	(7.3)
Gross profit	453,076	28.6	504,665	29.2	(51,589)	(10.2)
General and administrative	290,142	18.3	297,346	17.2	(7,204)	(2.4)
Selling	288,093	18.2	228,590	13.2	59,503	26.0
Total costs and expenses	578,235	36.5	525,936	30.4	52,299	9.9
Operating loss	(125,159)	(7.9)	(21,271)	(1.2)	103,888	488.4
Interest expense	(62,841)	(4.0)	(62,071)	(3.6)	770	1.2
Net loss	$(188,000)	(11.9)%	$(83,342)	(4.8)%	$(104,658)	125.6%
Net loss per share - basic and diluted	$(.01)		$.00		$(.01)