Sec Form 4 Filing - HOGEG MOSHE @ Infinity Augmented Reality, Inc. - 2015-03-16

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person HOGEG MOSHE 2. Issuer Name and Ticker or Trading Symbol Infinity Augmented Reality, Inc. [ ALSO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O 4 BERKOVITZ ST.,, 18TH FLOOR (MUSEUM TOWER) 3. Date of Earliest Transaction (MM/DD/YY) 03/16/2015 (Street) TEL-AVIV, L3 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/16/2015 S 295,000 ( 1 ) D $ 0.1679 8,136,719 ( 2 ) D Common Stock 03/17/2015 S 105,000 ( 1 ) D $ 0.1206 8,031,719 ( 3 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Convertible Notes $ 0 04/06/2015 P 14,324,313 04/06/2015 04/06/2016 Convertible Notes 14,324,313 $ 0.0175 22,356,032 ( 4 ) I Reporting Person controls Direct Owner Series A Preferred Stock $ 0 08/25/2015 C 8,031,719 08/25/2015 ( 8 ) Series A Preferred Stock 8,031,719 ( 5 ) 22,356,032 ( 5 ) I Reporting Person controls Direct Owner Series B Preferred Stock $ 0 08/25/2015 C 14,324,313 08/25/2015 ( 8 ) Series B Preferred Stock 14,324,313 ( 6 ) 22,356,032 ( 6 ) I Reporting Person controls Direct Owner Series B Preferred Stock $ 0 09/08/2015 P 14,324,313 09/08/2015 ( 8 ) Series B Preferred Stock 14,324,313 $ 0.0175 36,680,345 ( 7 ) I Reporting Person controls Direct Owner

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HOGEG MOSHE C/O 4 BERKOVITZ ST., 18TH FLOOR (MUSEUM TOWER) TEL-AVIV, L3 X X Signatures /s/ Moshe Hogeg 11/24/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reporting Person inadvertently reported the acquisition on a form 4 of 450,000 shares of common stock, par value $0.00001 per share (the "Common Stock") of Infinity Augmented Reality, Inc. (the "Issuer") on November 25, 2013, where in fact he acquired only 400,000, which were all sold in March 2015 as reported in this Form 4. ( 2 )Consist of (a) 105,000 shares of common Stock held directly by the Reporting Person and (b) 8,031,719 shares of Common Stock of the Issuer issuable upon conversion of Series A Preferred Stock par value $0.00001 per share (the "Series A Preferred Stock") of the Issuer which are held directly by Singulariteam Fund LP. The reporting person is the Managing Partner & Chairman of Singulariteam Fund LP and may be deemed to beneficially own such shares. Singulariteam Fund LP entered into an agreement with the Issuer to receive the above referred to Series A Preferred Stock for 4,000,000 in principal amount of convertible debentures of the Issuer and accrued interest thereon and warrants to purchase up to an additional $4,000,000 shares. Does not include options to purchase 20,100,000 of Common Stock. ( 3 )Consist of 8,031,719 shares of Common Stock of the Issuer issuable upon conversion of Series A Preferred Stock of the Issuer. See also note 2. ( 4 )Consist of (a) 8,031,719 shares of Common Stock of the Issuer issuable upon conversion of Series A Preferred Stock of the Issuer. See Note 2 and (b) convertible notes which are convertible into 14,324,313 Series B Preferred Shares held directly by Singulariteam Fund II LP. The Reporting Person is the Principal Partner & Chairman of Singulariteam Fund II LP and may be deemed to beneficially own such shares. ( 5 )Reflects the receipt of 8,031,719 shares of Series A Preferred Stock of the Issuer held by Singulariteam Fund LP in exchange for 4,000,000 in principal amount of convertible debentures of the Issuer and accrued interest thereon and warrants to purchase up to an additional $4,000,000 shares and (b) notes to purchase 14,324,313 shares of Series B Preferred Stock held directly by Singulariteam Fund II LP. Shares of Series A Preferred Stock and Series B Preferred Stock are currently convertible on a one for one basis to Common Stock. ( 6 )Reflects the automatic conversion of notes to 14,324,313 shares of Series B Preferred Stock. Consists of (a) 8,031,719 shares of Series A Preferred Stock directly owned by Singulariteam Fund LP and (b) 14,324,313 Series B Preferred Shares held directly by Singulariteam Fund II LP. ( 7 )Consists of (a) 8,031,719 shares of Series A Preferred Stock directly owned by Singulariteam Fund LP and (b) 28,648,626 shares of Series B Preferred Stock held directly by Singulariteam Fund II LP. ( 8 )The right to convert the Series A Preferred Stock and Series B Preferred Stock to Common Stock does not expire.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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