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.