0001144204-14-072241.txt : 20141204 0001144204-14-072241.hdr.sgml : 20141204 20141204085114 ACCESSION NUMBER: 0001144204-14-072241 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20141204 DATE AS OF CHANGE: 20141204 GROUP MEMBERS: KENGES RAKISHEV GROUP MEMBERS: MOSHE HOGEG GROUP MEMBERS: SINGULARITEAM GP PTE LTD GROUP MEMBERS: SINGULARITEAM LP PTE LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Infinity Augmented Reality, Inc. CENTRAL INDEX KEY: 0001421538 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 711013330 STATE OF INCORPORATION: NV FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85628 FILM NUMBER: 141265135 BUSINESS ADDRESS: STREET 1: 2220 NOSTRAND AVENUE CITY: BROOKLYN STATE: NY ZIP: 11210 BUSINESS PHONE: (212) 201-4070 MAIL ADDRESS: STREET 1: 2220 NOSTRAND AVENUE CITY: BROOKLYN STATE: NY ZIP: 11210 FORMER COMPANY: FORMER CONFORMED NAME: ABSOLUTE LIFE SOLUTIONS, INC. DATE OF NAME CHANGE: 20100714 FORMER COMPANY: FORMER CONFORMED NAME: SHIMMER GOLD, INC. DATE OF NAME CHANGE: 20071218 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SINGULARITEAM FUND LP CENTRAL INDEX KEY: 0001621114 IRS NUMBER: 000000000 STATE OF INCORPORATION: Q2 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O ANCHOR TRUSTEES, LEVEL 15 STREET 2: WEST PLAZA BUILDING, 1-3 ALBERT STREET CITY: AUCKLAND STATE: Q2 ZIP: 1010 BUSINESS PHONE: 972775646039 MAIL ADDRESS: STREET 1: C/O ANCHOR TRUSTEES, LEVEL 15 STREET 2: WEST PLAZA BUILDING, 1-3 ALBERT STREET CITY: AUCKLAND STATE: Q2 ZIP: 1010 SC 13D/A 1 v395694_sc13d-a.htm SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Infinity Augmented Reality, Inc.

(Name of Issuer)

Common Stock, par value $0.00001 per share

(Title of Class of Securities)

00400G100

(CUSIP Number)

Eyal Ben David, Adv.

Berkovitz 4, 18th Floor (Museum Tower), Tel-Aviv, Israel

+972 77 564 6039

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 3, 2014

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 00400G100		13D		Page 2 of 8 Pages


1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Singulariteam Fund LP
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions) WC
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6.		CITIZENSHIP OR PLACE OF ORGANIZATION New Zealand

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 8,000,000
	8.	SHARED VOTING POWER 0
	9.	SOLE DISPOSITIVE POWER 8,000,000
	10.	SHARED DISPOSITIVE POWER 0

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,000,000¹
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.8%²
14.		TYPE OF REPORTING PERSON (see instructions) PN

¹ Consists of 4,000,000 Convertible Denatures convertible into Common Stock of the Issuer within 60 days of December 4, 2014, and Warrants to purchase up to 4,000,000 shares of Common Stock of the Issuer exercisable within 60 days of December 4, 2014, all of which are owned directly by Singulariteam Fund LP.

² The percentages reported in this Schedule 13D are based upon 94,960,687 shares of Common Stock outstanding as of November 24, 2014 (according to the Form 10-K filed by the Issuer with the Securities and Exchange Commission on November 26, 2014).


CUSIP No. 00400G100		13D		Page 3 of 8 Pages


1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Singulariteam GP PTE Ltd
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions) AF
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6.		CITIZENSHIP OR PLACE OF ORGANIZATION Singapore

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 8,000,000
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 8,000,000

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,000,000³
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.8%²
14.		TYPE OF REPORTING PERSON (see instructions) CO, HC

³ Consists of 4,000,000 Convertible Debentures convertible into Common Stock of the Issuer within 60 days of December 4, 2014, and Warrants to purchase up to 4,000,000 shares of Common Stock of the Issuer, held by Singulariteam Fund LP, of which Singulariteam GP PTE Ltd is the general partner.


CUSIP No. 00400G100		13D		Page 4 of 8 Pages


1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Singulariteam LP PTE Ltd
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions) AF
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6.		CITIZENSHIP OR PLACE OF ORGANIZATION Singapore

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 8,000,000
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 8,000,000

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,000,000⁴
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.8%²
14.		TYPE OF REPORTING PERSON (see instructions) CO, HC

⁴ Consists of 4,000,000 Convertible Debentures convertible into Common Stock of the Issuer within 60 days of December 4, 2014, and Warrants to purchase up to 4,000,000 shares of Common Stock of the Issuer, held by Singulariteam Fund LP. Singulariteam LP PTE Ltd. is the controlling shareholder of Singulariteam GP PTE Ltd. and the majority of the limited partnership interests of Singulariteam Fund LP.


CUSIP No. 00400G100		13D		Page 5 of 8 Pages


1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Moshe Hogeg
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions) AF, OO
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6.		CITIZENSHIP OR PLACE OF ORGANIZATION Israel

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 8,883,330⁵
	8.	SHARED VOTING POWER 16,883,330⁶
	9.	SOLE DISPOSITIVE POWER 8,883,330
	10.	SHARED DISPOSITIVE POWER 16,883,330

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,883,330⁷
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.2%²
14.		TYPE OF REPORTING PERSON (see instructions) IN, HC

⁵ Consists of 450,000 shares of Common Stock owned by Mr. Hogeg, and options to purchase 8,433,330 shares of Common Stock held by Mr. Hogeg, exercisable within 60 days of December 4, 2014.

⁶ Consists of the aggregate amounts specified in footnotes 1 and 5. Mr. Hogeg is the Managing Partner & Chairman of Singulariteam Fund LP and a member of the respective Boards of Directors of Singulariteam LP PTE Ltd. and Singulariteam GP PTE Ltd.

⁷ See footnotes 5 and 6. Does not include options to purchase 11,666,670 shares of Common Stock held by Mr. Hogeg which are not exercisable within 60 days of December 4, 2014.


CUSIP No. 00400G100		13D		Page 6 of 8 Pages


1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Kenges Rakishev
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions) AF
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6.		CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Kazakhstan

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 8,000,000
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 8,000,000

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,000,000⁸
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.8%²
14.		TYPE OF REPORTING PERSON (see instructions) IN, HC

⁸ Consists of the aggregate amounts specified in footnote 1. Mr. Rakishev is a Managing Partner of Singulariteam Fund LP and a member of the respective Boards of Directors of Singulariteam LP PTE Ltd. and Singulariteam GP PTE Ltd.


CUSIP No. 00400G100	13D	Page 7 of 8 Pages

This Amendment No. 1 to the Schedule 13D initially filed on October 31, 2014, is filed by Mr. Moshe Hogeg (“Mr. Hogeg”), Singulariteam Fund LP, Singulariteam GP PTE Ltd, Singulariteam LP PTE Ltd and Kenges Rakishev (collectively, the “Reporting Persons”), and relates to the Common Stock, par value $0.00001 per share of Infinity Augmented Reality, Inc. (the “Issuer”). Capitalized terms not otherwise defined herein have the meanings set forth in the Schedule 13D. Except as provided herein, this Amendment does not modify any of the information previously reported on the Schedule 13D.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended by the addition of the following information:

As disclosed in the Reporting Persons’ original Schedule 13D, effective March 24, 2014, the Board elected Mr. Hogeg as Chairman of the Board for a term of two years. Pursuant to his election as Chairman of the Board, the Board determined that Mr. Hogeg’s compensation will be a grant of options to purchase 20,000,000 shares of Common Stock of the Issuer at an exercise price of $0.01 per share (the “Options”), under the Issuer's 2014 Equity Incentive Plan (the “2014 Plan”). The Options vest over a twenty-four month period in equal monthly installments of 833,333 shares commencing April 30, 2014, and are subject to Mr. Hogeg’s continued service as Chairman of the Board.

Since Mr. Hogeg has held and continues to hold the position of and serve as Chairman of the Board, pursuant to the terms of the grant, additional Options have vested, resulting in a material increase in the percentage of Common Stock beneficially owned by Mr. Hogeg.

Except as described herein and in their original Schedule 13D, the Reporting Persons do not have any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended by the addition of the following information:

Subsequent to the filing of the Reporting Persons’ Schedule 13D on October 31, 2014, an additional amount of 1,666,666 of the Options granted to Mr. Hogeg have vested, resulting in an the increase of the number of shares of Common Stock beneficially owned by Mr. Hogeg (by said amount), as reflected in the tables below.

(a)-(b):

Number of shares of Common Stock beneficially owned:

Singulariteam Fund LP	8,000,000 shares	⁹
Singulariteam GP PTE Ltd	8,000,000 shares	¹⁰
Singulariteam LP PTE Ltd	8,000,000 shares	¹¹
Moshe Hogeg	16,883,330 shares	¹²
Kenges Rakishev	8,000,000 shares	¹³

Percent of class: (The percentage ownership was calculated based on 94,960,687 shares of Common Stock reported by the Issuer to be issued and outstanding as of November 24, 2014 in the Issuer’s annual Report on Form 10-K as filed with the Securities and Exchange Commission on November 26, 2014).


Singulariteam Fund LP	7.8	%
Singulariteam GP PTE Ltd	7.8	%
Singulariteam LP PTE Ltd	7.8	%
Moshe Hogeg	15.2	%
Kenges Rakishev	7.8	%

Number of shares as to which such person has:

(i)	Sole power to vote or to direct the vote:


Singulariteam Fund LP	8,000,000 shares	⁹
Singulariteam GP PTE Ltd	0 shares
Singulariteam LP PTE Ltd	0 shares
Moshe Hogeg	8,883,330 shares	¹⁴
Kenges Rakishev	0 shares

(ii)	Shared power to vote or to direct the vote:


Singulariteam Fund LP	0 shares
Singulariteam GP PTE Ltd	8,000,000 shares	¹⁰
Singulariteam LP PTE Ltd	8,000,000 shares	¹¹
Moshe Hogeg	16,883,330 shares	¹²
Kenges Rakishev	8,000,000 shares	¹³

(iii)

Sole power to dispose or to direct the disposition of:


Singulariteam Fund LP	8,000,000 shares	⁹
Singulariteam GP PTE Ltd	0 shares
Singulariteam LP PTE Ltd	0 shares
Moshe Hogeg	8,883,330 shares	¹⁴
Kenges Rakishev	0 shares

(iv)	Shared power to dispose or to direct the disposition of:

Singulariteam Fund LP	0 shares
Singulariteam GP PTE Ltd	8,000,000 shares	¹⁰
Singulariteam LP PTE Ltd	8,000,000 shares	¹¹
Moshe Hogeg	16,883,330 shares	¹²
Kenges Rakishev	8,000,000 shares	¹³

(9) see footnote 1.

(10) see footnote 3.

(11) see footnote 4.

(12) see footnote 6.

(13) see footnote 8.

(14) see footnote 5.

(c) Except as set forth in this Schedule 13D (Amendment No. 1), none of the Reporting Persons has effected any transactions in the Issuer’s securities subsequent to the filing of the Reporting Persons’ original Schedule 13D on October 31, 2014.


CUSIP No. 00400G100	13D	Page 8 of 8 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: December 4, 2014

SINGULARITEAM FUND LP

By:	Singulariteam GP PTE Ltd, its general partner
By:		/s/ Moshe Hogeg
		Moshe Hogeg
		Director and Authorized Signatory

By:		*
		Kenges Rakishev
		Director and Authorized Signatory

SINGULARITEAM GP PTE LTD

By:		/s/ Moshe Hogeg
		Moshe Hogeg
		Director and Authorized Signatory

By:		*
		Kenges Rakishev
		Director and Authorized Signatory

SINGULARITEAM LP PTE LTD

By:		/s/ Moshe Hogeg
		Moshe Hogeg
		Director and Authorized Signatory

By:		*
		Kenges Rakishev
		Director and Authorized Signatory

MOSHE HOGEG

By:		/s/ Moshe Hogeg
		Moshe Hogeg

KENGES RAKISHEV

By:		*
		Kenges Rakishev



* By:		/s/ Moshe Hogeg
		Moshe Hogeg
		As Attorney in Fact