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)

Yasushi Yamamoto

250 Asahi, Kochino-cho, Konan, Aichi 483-8555 JAPAN

81 ###-##-####

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

August 25, 2015

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (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 Rule 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).


1.	Name of Reporting Person: SUNCORPORATION I.R.S IDENTIFICATION NO. OF ABOVE PERSONS (entities only) 98-0586740
2.	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
3.	SEC use only
4.	Source of funds 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 Aichi Japan
Number of shares beneficially owned by each reporting person with		7.	Sole voting power 148,972,855¹
		8.	Shared voting power
		9.	Sole dispositive power 148,972,855¹
		10.	Shared dispositive power
11.	Aggregate amount beneficially owned by each Reporting Person 148,972,855¹
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) 57.4%²
14.	Type of Reporting Person (see instructions) CO

¹Represents 148,972,855 shares of Common Stock, par value $0.00001 per share (the “Common Stock”) of Infinity Augmented Reality, Inc. (the “Issuer”) issuable upon the conversion of Series B Convertible Preferred Stock, $0.00001 par value per share (the “Series B Preferred Stock”), which is held directly by SUNCORPORATION.

²The percentages reported in this Schedule 13D are based upon 110,390,005 shares of Common Stock outstanding on June 30, 2015 (according to the Notice of a Special Meeting of the Stockholders on Schedule 14A Form filed by the Issuer with the Securities and Exchange Commission on July 7, 2015).

Item 1. Security and Issuer

This statement relates to the common stock, $0.00001 par value (the “Common Stock”), of Infinity Augmented Reality, Inc., a Nevada corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 228 Park Ave., S #61130, New-York NY, 10003-1502.

Item 2. Identity and Background

(a) This Statement is being filed by SUNCORPORATION, a Japanese company, (the “Reporting Person”).

(b) The principal business address of the Reporting Person is 250 Asahi, Kochino-cho, Konan, Aichi 483-8555 JAPAN.

(c) The principal business of the Reporting Person are IT and entertainment, in which it creates communication modules such as mobile routers and devices and provides diverse products including game machine control boards, LCD boards, and computer graphic images.

(d) The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar civil infractions or misdemeanors).

(e) The Reporting Person has not, during the last five years, been party to a civil proceeding that resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Pursuant to General Instruction C of Schedule 13D, the information in this Schedule 13D is being provided with respect to the executive officers and directors of the Reporting Person. Each of these executive officers and directors disclaims beneficial ownership of the Common Stock covered by this Schedule 13D:


Name	Position	Business Address	Country of Citizenship

Masanori Yamaguchi	Representative Director	250 Asahi, Kochino-cho, Konan, Aichi 483-8555 JAPAN	Japan

Tomiyuki Wakai	Director	250 Asahi, Kochino-cho, Konan, Aichi 483-8555 JAPAN	Japan

Katsuhisa Kamegai	Director	250 Asahi, Kochino-cho, Konan, Aichi 483-8555 JAPAN	Japan

Hiroaki Higashiya	Director	250 Asahi, Kochino-cho, Konan, Aichi 483-8555 JAPAN	Japan

Masahito Sano	Director	250 Asahi, Kochino-cho, Konan, Aichi 483-8555 JAPAN	Japan

Yasushi Yamamoto	Director	250 Asahi, Kochino-cho, Konan, Aichi 483-8555 JAPAN	Japan

Yutaka Miyata	Director	250 Asahi, Kochino-cho, Konan, Aichi 483-8555 JAPAN	Japan

Item 3. Source and Amount of Funds or Other Consideration

The Reporting Person beneficially owns 148,972,855 shares of Common Stock, par value $0.00001 per share (the “Common Stock”), issuable upon the conversion of Series B Convertible Preferred Stock, $0.00001 par value per share (the “Series B Preferred Stock”) for an aggregate purchase price of $2,600,000. On August 25, 2015, 37,243,214 shares of Series B Preferred Stock were issued to the Reporting Person upon the conversion of a Convertible Promissory Note in the principal amount of $650,000. On September 1, 2015, the Reporting Person was issued 111,729,641 shares of Series B Preferred Stock for a cash purchase price of $1,950,000. The funds used to purchase these securities were obtained from the general working capital of the Reporting Person.

Item 4. Purpose of Transaction

On April 6, 2015, the Issuer, the Reporting Person and other parties entered into a Series B Preferred Share Purchase Agreement (the “Purchase Agreement”), relating to a private placement initially, of $1,250,000 in principal amount of the Issuer’s convertible notes (the “Notes”). By their terms, the Notes were issued to the investors pursuant to the Purchase Agreement and were convertible into 71,621,565 shares of Series B Preferred Stock upon the filing by the Issuer of a Certificate of Designation setting forth the rights, preferences and privileges of the Series B Preferred Stock (the “Certificate of Designation”). On August 24, 2015, the Issuer filed the Certificate of Designation regarding the Series B Preferred Stock. Upon filing the Certificate of Designation the outstanding Notes were converted into 71,621,565 Series B Preferred Stock. In addition, after the Issuer filed the Certificate of Designation, the investors invested an additional $3,750,000 to purchase 214,864,694 shares of Series B Preferred Stock (the “Additional Closing”). Pursuant to the terms of the Certificate of Designation, the Series B Preferred Stock is convertible to the Issuer’s Common Stock, on a one-for-one basis. After the Issuer filed the Certificate of Designation, the Note held by the Reporting Person was converted into 37,243,214 Series B Preferred Stock, and the Reporting Person received 111,729,641 Series B Preferred Stock pursuant to the Additional Closing. In the aggregate the Series B Preferred Stock held by the Reporting Person is convertible into 148,972,855 shares of the Issuer’s Common Stock.

For more information regarding the transactions contemplated by the Purchase Agreement, please refer to the Issuer’s Current Report on Form 8-K, filed with the Commission on April 8, 2015.

As disclosed in the Issuer’s Schedule 14A Form filed on July 7, 2015 and other filings, the Issuer has taken steps to reduce the number of record holders of the Issuer’s Common Stock to below 300 holders of record, which would cause the Issuer’s reporting obligations under the Exchange Act of 1934, as amended (the “Exchange Act”) to become eligible for suspension thereunder, and cause the Issuer’s Common Stock to become eligible for termination of registration under of the Exchange Act, including the implementation of a 101-for-1 reverse stock split (the “Reverse Stock Split”) of the Issuer’s outstanding Common Stock immediately followed by a 1-for-101 forward stock split of the Issuer’s outstanding Common Stock (the “Forward Stock Split”). Holders of record of less than one share of Common Stock after the Reverse Stock Split would be cashed out at the rate of $0.15 per pre-split share. Holders of record of more than one share of Common Stock after the Reverse Stock Split will participate in the Forward Stock Split. As disclosed in the Issuer’s Current Report on Form 8-K, filed with the Commission on August 10, 2015, the proposal to effect the Reverse Stock Split and the Forward Stock Split was approved by the requisite number of votes.

Pursuant to the terms of the Certificate of Designation, the holders of the Series B Preferred Stock, voting as a separate class, are entitled to appoint, dismiss and replace one member of the Board of Directors of the Issuer. The Reporting Person owns a majority of the outstanding shares of the Series B Preferred Stock. The Reporting Person intends to vote its shares to appoint Mr. Masanori Yamaguchi, a director of the Reporting Person, to serve as a director of the Issuer.

Other than as described above, the Reporting Person does not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed herein. The Reporting Person owns the securities of the Issuer for investment purposes and may from time to time increase or decrease its position in the Issuer’s securities. The Reporting Person intends to review its investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and strategic direction, the price levels of the Common Stock, conditions in the securities market and general economic and industry conditions, the Reporting Person may in the future take such actions with respect to the investments in the Issuer as it deems appropriate including, without limitation, purchasing additional shares of Common Stock or selling some or all of the shares of Common Stock or changing its intention with respect to any and all matters referred to in subparagraphs (a) – (j) of Item 4.

Item 5. Interest in Securities of the Issuer

(a)-(b)

Reporting Person

Aggregate
Number
Beneficially
Owned

Percentage

Sole Power
to Vote or
Direct the
Vote

Shared
Power to
Vote or
Direct the
Vote

Sole Power
to Dispose
or Direct the
Disposition

Shared
Power to
Dispose or
Direct the
Disposition

SUNCORPORATION

148,972,855

57.4

148,972,855

(c) Other than acquiring the Series B Preferred Stock as described herein, there have been no transactions in the Issuer’s Common Stock in the last sixty days by the Reporting Person.

(d) No person other than the Reporting Person is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the subject shares of Common Stock.

(e) Not Applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information in Item 4 of this Schedule 13D and the Series B Preferred Share Purchase Agreement attached as Exhibit 99.1 are incorporated herein by reference.

Except as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any other securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.

Item 7. Material to Be Filed as Exhibits


Exhibit Number		Description

99.1		Series B Preferred Share Purchase Agreement effective April 6, 2015 (incorporated by reference to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 8, 2015).

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.

Dated: September 3, 2015

/s/ Masanori Yamaguchi

Name: Masanori Yamaguchi

Title: Representative Director

Infinity Augmented Reality, Inc. SC 13D/A