UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported) ~~July~~November 2417, 2017

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CONSOLIDATED GEMS, INC.

(Exact name of registrant as specified in its charter)

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Delaware	000-53735	26-0267587
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

Level 1A, 42 Moray Street, Southbank, Victoria, Australia 3006

(Address of principal executive offices) (Zip Code)

61-3-8532-2838

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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 ‘’~~Sellers~~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. ~~The Company has a 120 day period to conduct due diligence and negotiate a formal share sale agreement.~~

~~The~~On ~~purchase~~November ~~price~~17, is2017, upthe toCompany ~~USD$20,000,000~~and ~~which~~the isSellers toamended bethe ~~satisfied~~transaction asby ~~follows~~signing a Memorandum of Understanding whereby:

a)1 The ~~sum~~Company ofand ~~USD$25,000 payable to~~ the ~~Sellers~~Entrepreneurs ~~for~~have ~~due~~agreed ~~diligence~~to ~~expenses,~~jointly 30develop ~~business days from~~ the ~~execution~~AttoFensive ofTechnology ~~the~~commencing ~~Term~~1 ~~Sheet;~~December 2017.

b)2 AThe ~~further~~Entrepreneurs ~~USD$25,000~~shall ~~each~~supply ~~month~~CGI ~~after~~with ~~the~~their ~~date~~personal services in ~~a) above for due diligence expenses, for 3 months, payable to~~ the ~~Sellers~~following ~~for working capital purposes;~~roles:

c)· AnBarash ~~issue~~– ofChief ~~fully~~Technology paid ordinary shares of common stock of the Company to the value of USD$5,000,000 (less any payments made to The Sellers under (a) and (b) above) to the Sellers at an issue price of USD$0.10 per share of common stock (Consideration Shares);Officer

d)· ~~The~~Dolphin ~~issue~~– toChief ~~the~~Product Sellers of shares of common stock to the equivalent to USD$5,000,000 at the issue price of USD$0.20, subject to the Sellers achieving sales revenue of USD$100,000 within twelve months after the first anniversary of Completion;Officer

e)· ~~The~~Glazer ~~issue~~– toChief ~~the~~Operating Sellers of shares of common stock to the equivalent to USD$5,000,000 at the issue price of USD$0.20, subject to the Sellers achieving sales revenue of USD$1,000,000 within twelve months after the first anniversary of Completion; andOfficer

f)· ~~The~~Wayn ~~issue~~– toChief ~~the~~Executive Sellers of shares of common stock to the equivalent to USD$5,000,000 at the issue price of USD$0.20, subject to the Sellers achieving sales revenue of USD$2,500,000 within twelve months after the first anniversary of Completion.Officer

If3 Upon ~~the~~completition ~~Transaction~~of isvarious ~~terminated~~levels ~~or is in the reasonable opinion~~ of ~~the~~private ~~Company~~placements ~~unable~~for ~~to proceed at any point,~~ the ~~Vendors~~AttoFensive ~~and the Sellers have agreed to convert any monies paid to the Sellers under (a) and (b) above into convertible securities in the Sellers.~~Technology:

Asi. ~~part~~Representatives of the ~~agreement~~Entrepreneurs ~~and~~will asbe aappointed ~~condition~~ to ~~completion,~~ the ~~Company~~Board ~~will~~of ~~raise~~directors ~~USD$5,000,000~~of CGI.

~~Pending~~ii. ~~completion,~~ The ~~Sellers~~Company ~~are~~shall ~~required~~grant to ~~carry~~the onEntrepreneurs ~~business~~(or their designees) options to acquire shares of Common Stock in ~~the~~CGI ~~ordinary~~at ~~course~~an exercise price of US$0.001 per share of Common Stock.

~~Prior~~4 Upon toreaching ~~completion~~various ~~The~~levels ~~Sellers~~of isgross ~~discharge~~revenue, ~~all~~the ~~encumbrances~~Entrepreneurs, ~~mortgages,~~the ~~liens~~Company ~~bank~~shall ~~loans~~grant ~~and~~to ~~other~~the ~~security~~Entrepreneurs ~~holdings~~(or ~~other~~their ~~than~~designees) nofurther ~~more~~options ~~than~~to acquire shares of Common Stock in CGI at an exercise price of US$~~200,000~~0.001 ~~from~~per ~~past~~share ~~working~~of ~~capital~~Common Stock.

~~Item~~5 Under ~~9.01~~the ~~Financial~~Term ~~Statement~~Sheet, ~~and~~the ~~Exhibits~~Entrepreneurs shall transfer the AttoFensive Technology to the Company (or its nominee) within 14 days.

99Item 9.101: Financial ~~Term~~Statement ~~Sheet~~and ~~dated July 24, 2017~~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.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CONSOLIDATED GEMS, INC. By: /s/ Peter Lee Name: Peter Lee Title: CFO & Secretary

	CONSOLIDATED GEMS, INC

	By: /s/ Peter Lee
	Name: Peter Lee
	Title: CFO & Secretary
Date: December 7, 2017

Date: July 25, 2017

INDEX TO EXHIBITS

99.1: ~~Term~~Memorandum ~~Sheet~~of Understanding dated ~~July~~November 2417, 2017

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