Kairos AR D $1.8M in debt / options, sold $1.8M, 29 investors

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

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

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:	3235-0076
Estimated average burden
hours per response:	4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001603191

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Kairos AR, Inc.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2012
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Kairos AR, Inc.
Street Address 1		Street Address 2
2200 NW 2nd Ave, Suite 211
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
MIAMI	FLORIDA	33127	(786) 472-1242

3. Related Persons

Last Name	First Name	Middle Name
Brackeen	Brian
Street Address 1	Street Address 2
2200 NW 2nd Ave, Suite 211
City	State/Province/Country	ZIP/PostalCode
Miami	FLORIDA	33127

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Levinson	Marc
Street Address 1	Street Address 2
2200 NW 2nd Ave, Suite 211
City	State/Province/Country	ZIP/PostalCode
Miami	FLORIDA	33127

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Baldwin	Carol
Street Address 1	Street Address 2
2200 NW 2nd Ave, Suite 211
City	State/Province/Country	ZIP/PostalCode
Miami	FLORIDA	33127

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture Banking & Financial Services Commercial Banking Insurance Investing Investment Banking Pooled Investment Fund Is the issuer registered as an investment company under the Investment Company Act of 1940? Yes No Other Banking & Financial Services Business Services Energy Coal Mining Electric Utilities Energy Conservation Environmental Services Oil & Gas Other Energy

Health Care Biotechnology Health Insurance Hospitals & Physicians Pharmaceuticals Other Health Care Manufacturing Real Estate Commercial Construction REITS & Finance Residential Other Real Estate

Retailing Restaurants Technology X Computers Telecommunications Other Technology Travel Airlines & Airports Lodging & Conventions Tourism & Travel Services Other Travel Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
		Rule 505
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)  

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice	Date of First Sale	2015-05-21	First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

	Equity	Pooled Investment Fund Interests
X	Debt	Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security	Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security	Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? X Yes No

Clarification of Response (if Necessary):

Stock acquisition

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
500 Startups, L.P.	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
444 Castro Street #1200
City	State/Province/Country	ZIP/Postal Code
Mountain View	CALIFORNIA	94041
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA

Recipient	Recipient CRD Number X None
Anna Jane Handley	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
Suite 4E, 195 Hollywood Road
City	State/Province/Country	ZIP/Postal Code
Central, Hong Kong	CHINA	000000
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	X Foreign/non-US

Recipient	Recipient CRD Number X None
Geoffrey John Handley	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
Suite 4E, 195 Hollywood Road
City	State/Province/Country	ZIP/Postal Code
Central, Hong Kong	CHINA	000000
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	X Foreign/non-US

Recipient	Recipient CRD Number X None
Andrew K. Boszhardt, Jr.	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
660 Madison Avenue, Suite 1405
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10065
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
NEW YORK

Recipient	Recipient CRD Number X None
Eniac Ventures c/o Nihal Mehta	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
240 W 23rd Street 4C
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10007
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
NEW YORK

Recipient	Recipient CRD Number X None
Simon Gelfand	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
Hahar 8
City	State/Province/Country	ZIP/Postal Code
Kochav Yair	ISRAEL	44864
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	X Foreign/non-US

Recipient	Recipient CRD Number X None
Great Oaks Venture Fund LP	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
660 Madison Avenue, Suite 1405
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10065
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
NEW YORK

Recipient	Recipient CRD Number X None
Harman Family Revocable Trust	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
281 South Balsamina Way
City	State/Province/Country	ZIP/Postal Code
Portola Valley	CALIFORNIA	94028
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA

Recipient	Recipient CRD Number X None
Don Hutchinson Trust	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
657 Sunset Way
City	State/Province/Country	ZIP/Postal Code
Emerald Hills	CALIFORNIA	94062
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA

Recipient	Recipient CRD Number X None
Intervis Partners	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
86 Chambers Street	Suite 704
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10007
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
NEW YORK

Recipient	Recipient CRD Number X None
John W. Green	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
563 Belvedere Drive SE
City	State/Province/Country	ZIP/Postal Code
Grand Rapids	MICHIGAN	49506
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
MICHIGAN

Recipient	Recipient CRD Number X None
Benjamin Che-Ming Jun and Elaine Wong Revocable Trust	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
1425 Benito Avenue
City	State/Province/Country	ZIP/Postal Code
Burlingame	CALIFORNIA	94010
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA

Recipient	Recipient CRD Number X None
KD Capital N.A. Ltd. Unit 702, 7/F	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
Tower B Manulife Fincl. Centre 223-231	Wai Yip Street Kwum Tong, Kowloon
City	State/Province/Country	ZIP/Postal Code
Hong Kong	CHINA	000000
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	X Foreign/non-US

Recipient	Recipient CRD Number X None
Christina Lyn Keller Trust	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
8560 Vergennes St. SE
City	State/Province/Country	ZIP/Postal Code
Ada	MICHIGAN	49301
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
MICHIGAN

Recipient	Recipient CRD Number X None
Peter C. Krupp	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
6012 Sedgley Ct.
City	State/Province/Country	ZIP/Postal Code
Burr Ridge	ILLINOIS	60527
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
ILLINOIS

Recipient	Recipient CRD Number X None
Ernest H. Pomerantz	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
60 East 42nd Street	Suite 3014
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10165
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
NEW YORK

Recipient	Recipient CRD Number X None
Quotidian Ventures, LLC	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
311 W. Broadway, TH2
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10013
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
NEW YORK

Recipient	Recipient CRD Number X None
Edward T. Schiff	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
540 Madison Avenue	26th Floor
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10022
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
NEW YORK

Recipient	Recipient CRD Number X None
Robert Semmens	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
539 2nd Street
City	State/Province/Country	ZIP/Postal Code
Brooklyn	NEW YORK	11215
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
NEW YORK

Recipient	Recipient CRD Number X None
SG Fund, LLC	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
201 Monroe Ave. NW, Suite 400
City	State/Province/Country	ZIP/Postal Code
Grand Rapids	MICHIGAN	49503
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
MICHIGAN

Recipient	Recipient CRD Number X None
Alan Supp	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
7117 Davies Dr. NE
City	State/Province/Country	ZIP/Postal Code
Rockford	MICHIGAN	49341
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
MICHIGAN

Recipient	Recipient CRD Number X None
TechStars NYC 2011 LLC	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
1050 Walnut Street	Suite 202
City	State/Province/Country	ZIP/Postal Code
Boulder	COLORADO	80302
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
COLORADO

Recipient	Recipient CRD Number X None
Webika Ltd.	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
Ha'Yezira 3
City	State/Province/Country	ZIP/Postal Code
Ramat Gan	ISRAEL	52521
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	X Foreign/non-US

Recipient	Recipient CRD Number X None
Jay Weintraub	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
49 East 21st Street	Apartment 9D
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10010
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
NEW YORK

Recipient	Recipient CRD Number X None
The Windquest Group, Inc.	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
201 Monroe Ave. NW, Suite 500
City	State/Province/Country	ZIP/Postal Code
Grand Rapids	MICHIGAN	49503
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
MICHIGAN

Recipient	Recipient CRD Number X None
Sam Yagan	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
1232 N. Damen
City	State/Province/Country	ZIP/Postal Code
Chicago	ILLINOIS	60622
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
ILLINOIS

Recipient	Recipient CRD Number X None
Jason Sosa	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
6754 Bernal Ave. 740-110
City	State/Province/Country	ZIP/Postal Code
Pleasanton	CALIFORNIA	94566
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA

Recipient	Recipient CRD Number X None
Chris Piekarski	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
533 Ridgeview Drive
City	State/Province/Country	ZIP/Postal Code
Louisville	COLORADO	80027
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
COLORADO

Recipient	Recipient CRD Number X None
Alessio Signorini	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
716 N. Voluntario Street
City	State/Province/Country	ZIP/Postal Code
Santa Barbara	CALIFORNIA	93103
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA

13. Offering and Sales Amounts

Total Offering Amount	$1,800,000	USD	or Indefinite
Total Amount Sold	$1,800,000	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

29

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Issuance of convertible notes in connection with the purchase price.

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Regulation D for one of the reasons stated in Rule 505(b)(2)(iii) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Kairos AR, Inc.	/s/ Brian Brackeen	Brian Brackeen	CEO	2015-05-27

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.