SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~September~~November 6, 2015

INFINITY AUGMENTED REALITY, INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada		000-53446		71-1013330
(State of Incorporation)		(Commission File Number)		(IRS Employer ID)

228 Park Ave. S #61130

New York, NY 10003-1502

(Address of principal executive offices)

(917) 677-2084

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.~~02.~~03 ~~Unregistered~~Material ~~Sales~~Modification to Rights of ~~Equity~~Security ~~Securities~~Holders.

AsOn ~~previously reported~~November on5, ~~Current~~2015, ~~Report~~Infinity onAugmented ~~Form~~Reality, ~~8-K~~Inc., ~~filed~~a ~~with~~Nevada ~~the~~corporation ~~Securities and Exchange Commission~~ (the “~~SEC~~Company”) onfiled ~~February~~amendments 2,to ~~2015~~its ~~(the “February~~Certificate ~~2015~~of ~~8-K”)~~Incorporation, ~~Infinity~~as ~~Augmented~~amended ~~Reality, Inc.~~ (the “~~Company”~~Certificate orof ~~“we~~Incorporation”) ~~and~~that ~~the~~(i) ~~following~~effectuated ~~stockholders have~~a ~~entered~~1-for-101 ~~into~~reverse ~~that~~stock ~~certain~~split (the ~~Master~~“Reverse ~~Agreement:~~Stock ~~Credit~~Split”) ~~Strategies~~of ~~LLC,~~its ~~Platinum~~outstanding ~~Partners~~shares ~~Value~~of ~~Arbitrage~~common ~~Fund~~stock, L$0.~~P.,~~00001 ~~ALS~~par ~~Capital Ventures~~value ~~LLC~~per share (the “~~ALS~~Common Stock”), ~~SBO~~whereby ~~Trust~~each ~~U/A/D~~101 ~~4/13/10,~~shares ~~MJSYRL~~of ~~Inc.,~~the CSCompany’s ~~Master~~Common ~~Holdings~~Stock ~~LLC,~~outstanding ~~Moshe~~immediately ~~Oratz,~~prior ~~and~~to ~~Singulariteam Fund~~the LPReverse ~~(f/k/a~~Stock ~~Genesis~~Split was ~~Angels~~converted ~~Fund~~into ~~LP).~~one ~~Pursuant~~share toof ~~the~~post-Reverse ~~Master~~Stock ~~Agreement~~Split Common Stock, ~~holders~~except that shares of ~~the~~Common ~~Company’s~~Stock ~~then~~held ~~outstanding~~by ~~debentures~~shareholders inof ~~the~~record ~~aggregate~~owning ~~principal~~fewer ~~amount~~than 101 shares of ~~$7,793,543~~Common ~~and~~Stock ~~warrants~~immediately prior to ~~purchase~~the upReverse toStock ~~31,174,172~~Split ~~shares~~were ofconverted into the ~~Company’s common~~right ~~stock,~~to ~~par~~receive ~~value~~a cash payment of $0.~~00001~~15 ~~per~~for each share, ~~agreed~~of toCommon ~~convert~~Stock ~~such~~held ~~securities~~by ~~into~~such ~~52,767,193~~shareholder ~~shares~~immediately ofbefore ~~Preferred~~the AReverse ~~Convertible~~ Stock ~~par~~Split ~~value~~and ~~$0.00001~~(ii) ~~per~~immediately ~~share~~following (the ~~“Series~~Reverse ~~A Preferred~~ Stock”) ~~upon~~Split, ~~the~~effectuated ~~designation~~a of101-for-1 ~~such~~forward ~~series~~stock bysplit, ~~the~~whereby ~~Company.~~each ~~Accordingly,~~share of onpost-Reverse ~~August~~Stock ~~25,~~Split ~~2015~~Common ~~the~~Stock ~~Company~~was ~~issued~~converted ~~52,767,193~~into one hundred one (101) shares of ~~Series~~Common AStock ~~Preferred~~(the “Forward Stock Split” and, together with the Reverse Stock Split, the “Reverse/Forward Split”).

~~The~~As ~~Series A Preferred~~previously ~~Stock~~disclosed, ~~was~~the ~~authorized~~Company’s instockholders ~~accordance~~approved ~~with~~the aReverse/Forward ~~Certificate~~Split ofat ~~Designation~~a ofspecial ~~preferences,~~meeting ~~rights~~held ~~and~~on ~~limitations~~August of5, ~~Series~~2015. ~~A Convertible~~The ~~Preferred~~Reverse/Forward ~~Stock~~Split ~~filed~~has ~~with~~been ~~the~~approved ~~Nevada~~and ~~Secretary~~declared ofby ~~State,~~Financial ~~effective~~Industry asRegulatory ofAuthority ~~August~~to ~~12,~~take ~~2015.~~effect Aon ~~total~~November ~~of 52~~6,~~767,193~~ ~~shares of Series A Preferred Stock were so authorized~~2015.

~~The~~Copies ~~rights~~of ~~and~~the ~~preferences~~amendments effecting ~~relating~~the toReverse ~~the~~Stock ~~Series~~Split Aand ~~Preferred~~the Forward Stock Split are ~~briefly~~filed ~~summarized~~herewith inas ~~the~~Exhibits ~~February~~3.1 ~~2015~~and ~~8-K~~3.2 and are incorporated herein by reference.

~~In addition, and as~~Shareholders ~~previously~~of ~~reported~~record inwho ~~the~~owned ~~Current~~less ~~Report~~than on101 ~~Form~~shares ~~8-K~~of ~~filed~~Common ~~with~~Stock ~~the~~prior ~~SEC~~to ~~on April 8, 2015 (~~the ~~“April~~Reverse ~~2015~~Stock ~~8-K”),~~Split ~~the Company entered into a certain definitive agreement~~ (~~the~~including ~~“Agreement”)~~those ~~relating~~who toheld ~~the~~shares ~~private~~of ~~placement, initially,~~Common ofStock ~~$1,250,000~~ in ~~principal amount of the Company’s convertible notes (the~~ “~~Notes~~street name”) tofor ~~Singulariteam~~any ~~Fund~~beneficial IIowners ~~L.P., Credit~~that ~~Strategies~~held ~~LLC~~ownership ~~and~~in ~~Platinum~~less ~~Partners~~than ~~Value~~101 ~~Arbitrage~~shares ~~Fund, LP, which are existing stockholders~~ of ~~the~~Common ~~Company,~~Stock ~~and Suncorporation~~prior ofto ~~Japan~~the ~~(collectively,~~Reverse ~~the~~Stock ~~“Investors”~~Split). Bywill ~~their~~be ~~terms,~~cashed ~~the~~out ~~Notes~~and ~~automatically~~will ~~convert~~no ~~into~~longer ~~71,621,565~~be ~~shares~~shareholders of ~~Series~~ Bthe ~~Convertible Preferred Stock, par value $0~~Company.~~00001~~ ~~per~~Such ~~share~~shareholders ~~(the~~who ~~“Series~~hold Bphysical stock ~~Preferred~~certificates ~~Stock”).~~will ~~The~~be ~~Agreement also~~required ~~provides~~to ~~that~~return ~~upon~~their ~~(and~~stock ~~subject~~certificates to) ~~the~~VStock ~~filing~~Transfer, by the Company’s ~~with~~transfer ~~the~~and ~~Secretary of State of Nevada of an effective certificate~~exchange ofagent ~~designation~~for ~~establishing~~ the ~~terms~~Reverse/Forward ~~of the Series B Preferred Stock~~Split, ~~the~~prior ~~Investors agreed~~ to ~~invest~~receiving anthe ~~additional~~cash ~~$3,750,000 to~~consideration ~~purchase~~for ~~214,864,694~~their shares ~~of Series B Preferred Stock~~.

~~The~~Shareholders of ~~Series~~record Bwho ~~Preferred Stock~~owned ~~was~~101 ~~authorized~~or inmore ~~accordance~~shares ~~with~~of aCommon ~~Certificate~~Stock ofprior ~~Designation~~to ofthe ~~preferences,~~Reverse ~~rights~~Stock ~~and~~Split ~~limitations~~will ofnot ~~Series~~be Bcashed ~~Convertible Preferred~~out ~~Stock~~and ~~filed~~will ~~with~~own the same ~~Nevada~~number ~~Secretary~~ of ~~State,~~shares ~~effective as~~ of ~~August~~Common ~~24,~~Stock ~~2015.~~after Athe ~~total~~Reverse/Forward ofSplit ~~290,000,000~~as ~~shares~~they ~~of Series B~~owned ~~Preferred~~prior ~~Stock~~to ~~were~~the soReverse ~~authorized~~Stock Split.

~~The~~Shareholders should ~~rights~~not send stock certificates to the Company or, except as otherwise directed and ~~preferences~~requested, the exchange agent. Shareholders ~~relating~~should not destroy any stock certificates, nor should they submit any stock certificates until requested to do so by the ~~Series~~exchange agent. BThe ~~Preferred~~Company’s ~~Stock~~transfer ~~are~~agent ~~briefly~~will ~~summarized~~be inproviding ~~the~~shareholders ~~April~~with ~~2015~~an ~~8-K~~instruction letter regarding the Reverse/Forward Split.

OnItem ~~August 25, 2015, the Notes were converted into 71,621,565 shares of Series B Preferred Stock and, as of date of this Current Report on Form~~ 8~~-K, the Investors remitted to the Company $2,725,000 in consideration of which the Company issued to them 156,135,011 shares of Series B Preferred Stock~~.01 ItOther ~~was agreed that additional $525,000 and $500,000 will be remitted by certain of the Investors in October 2015 and January 2016, respectively~~Events.

The ~~offering~~information ~~and~~included issuance of the securities above was completed through a private placement and is exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering and Rule 506 promulgated by the United States Securities and Exchange Commission under the Securities Act of 1933, as amended. In claiming the exemption under Section 4(2), the Company relied in ~~part on the following facts: (1) the offers and sales involved existing investors;~~Item ~~(2) the Investors had access to information regarding the Company; (~~3).03 ~~each Investor represented that it (a) had the requisite knowledge and experience in financial and business matters to evaluate the merits and risk~~ of anthis ~~investment~~Form in8-K the Company, (b) was able to bear the economic risk of an investment in the Company and (c) acquired the shares for its own account in a transaction not involving any general solicitation or general advertising, and not with a view to the distribution thereof, (4) each investor represented that it is anhereby ~~“accredited~~incorporated ~~investor”;~~by ~~and~~reference ~~(5)~~into athis ~~restrictive~~Item ~~legend was placed on each certificate or other instrument evidencing the purchased securities~~8.01.

2The Company has completed the previously announced Reverse Stock Split at a ratio of 1-for-101 and Forward Stock Split at a ratio of 101-for-1. Shares of Common Stock held by shareholders of record owning fewer than 101 shares of pre-Reverse Stock Split shares at the close of business on November 5, 2015 have been cancelled, and such shareholders will receive a cash payment of $0.15 per pre-split share.

~~Item 5.03. Amendments to Articles of Incorporation or Bylaws.~~2

~~The~~As ~~information~~set ~~included~~forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on July 7, 2015 for use at the special meeting of the Company’s stockholders held on August 5, 2015, the Company is implementing the Reverse/Forward Split in ~~Item~~order to reduce the number of record holders of its shares of Common Stock to fewer than 300 and enable 3the Company to terminate the registration of its Common Stock under Section 12(g) of the U.02S. Securities Exchange Act of ~~this~~1934, as amended (the “Exchange Act”). Accordingly, the Company intends to suspend its duty to file periodic reports and other information with the SEC by filing with the SEC a Certification and Notice of Termination of Registration on Form ~~8-K~~15 (“Form 15”). Immediately upon the filing of the Form 15, the Company will no longer be required to file periodic reports under section 13(a) of the Exchange Act with the SEC. Upon the effectiveness of Form 15, which is ~~hereby~~90 ~~incorporated~~days byafter ~~reference~~Form ~~into~~15 ~~this~~is ~~Item~~filed 5with the SEC, the Company will no longer be subject to the reporting requirements under the Exchange Act as long as the number of its stockholders of record remains below 300 and the public registration of its common stock under the Exchange Act will be terminated 90 days after the filing of the Form 15.03 When the Company ceases to file reports with the SEC the Company’s Common Stock will no longer be eligible for quotation on the OTCQB tier of the OTC Markets; however, the Common Stock may be eligible for continued quotation on the OTC Pink tier of the OTC Markets.

~~ITEM~~Item 9.01. ~~FINANCIAL~~Financial ~~STATEMENTS~~Statements ~~AND~~and ~~EXHIBITS~~Exhibits.

(a) Financial Statements.

Exhibit No.		Description
3.1		Certificate of Amendment to Certificate of Incorporation to effect the Reverse Stock Split.
3.2		Certificate of Amendment to Certificate of Incorporation to effect the Forward Stock Split.

~~None.~~(d) Exhibits

~~(b) Pro Forma Financial Information.~~3

~~None.~~SIGNATURE

3Pursuant 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 hereunto duly authorized.

SIGNATURE

	INFINITY AUGMENTED REALITY, INC.

Dated: November 6, 2015	By:	/s/ Ortal Zanzuri
		Ortal Zanzuri
		Treasurer & Chief Financial Office

~~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 hereunto duly authorized.~~4

	INFINITY AUGMENTED REALITY, INC.
Dated: September 9, 2015	By:	/s/ Ortal Zanzuri
		Ortal Zanzuri
		Treasurer & Chief Financial Office

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