CONSOLIDATED GEMS, INC. (OTCMKTS:CGEM) Files An 8-K Entry into a Material Definitive Agreement

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CONSOLIDATED GEMS, INC. (OTCMKTS:CGEM) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

Entry into a Material Definitive Agreement

On July 24, 2017, the Company entered into a Term Sheet with Lior Barash, Erez Glazer, Lior Wayn, and Lior Dolfin, (collectively, the ‘’Entrepreneurs”) for the acquisition of all of the issued shares of the Cyber Security technology business “Attofensive”, a company incorporated under the laws of Israel.

On November 17, 2017, the Company and the Sellers amended the transaction by signing a Memorandum of Understanding whereby:

The Company and the Entrepreneurs have agreed to jointly develop the AttoFensive Technology commencing 1 December 2017.

The Entrepreneurs shall supply CGI with their personal services in the following roles:

Barash – Chief Technology Officer

Dolphin – Chief Product Officer

Glazer – Chief Operating Officer

Wayn – Chief Executive Officer

3Upon completition of various levels of private placements for the AttoFensive Technology:

i.

Representatives of the Entrepreneurs will be appointed to the Board of directors of CGI.

ii.

The Company shall grant to the Entrepreneurs (or their designees) options to acquire shares of Common Stock in CGI at an exercise price of US$0.001 per share of Common Stock.

4Upon reaching various levels of gross revenue, the Entrepreneurs, the Company shall grant to the Entrepreneurs (or their designees) further options to acquire shares of Common Stock in CGI at an exercise price of US$0.001 per share of Common Stock.

5Under the Term Sheet, the Entrepreneurs shall transfer the AttoFensive Technology to the Company (or its nominee) within 14 days.

Item 9.01:Financial Statement and Exhibits

99.1:Memorandum of Understanding dated November 17, 2017

Cautionary “Safe Harbour” Statement under the United States Private Securities Litigation Reform Act of 1995.

Certain information contained in this Form 8-K are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (“the Act”). In order to obtain the benefits of the “safe harbor” provisions of the Act for any such forward-looking statements, we wish to caution investors and prospective investors about significant factors which, among others, are in the future likely to affect our actual results and cause them to differ materially from those expressed in any such forward-looking statements. This Form 8-K contains forward-looking statements relating to the results of the Company’s planned mineral exploration activities. Actual results may differ as a result of factors over which we have no control, including, without limitation, the risks of mineral exploration and development stage projects, political risks of development in foreign countries, risks associated with environmental and other regulatory matters, mining risks and competitors, the volatility of gold and copper prices and movements in foreign exchange rates.


CONSOLIDATED GEMS, INC. Exhibit
EX-99.1 2 a51726549ex99_1.htm EXHIBIT 99.1 Exhibit 99.1 Memorandum of Understanding (“MOU”)   Parties: 1.0  Lior Barash (“Barash”),…
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About CONSOLIDATED GEMS, INC. (OTCMKTS:CGEM)

Consolidated Gems, Inc. is a subsidiary of Power Developments Pty Ltd. The Company plans to look for opportunities in the resources industry. The Company decided to expand its focus to include precious gems and was assessing several gem opportunities. After a review of the results of exploration on the gem tenement, the Company decided to relinquish the exploration license. Presently, the Company has no source of revenue and has not identified any mineral exploration properties.

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