UNITED STATES ~~STATESSECURITIES~~ SECURITIES AND EXCHANGE ~~COMMISSIONWashington, D.C. 20549______________~~ COMMISSION

~~FORM~~Washington, ~~8-K______________~~ D.C. 20549

~~CURRENT REPORTPursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934Date of report (Date of earliest event reported) February 25, 2016______________~~ ______________

~~CONSOLIDATED GEMS,~~FORM ~~INC.(Exact name of registrant as specified in its charter)______________~~ 8-K

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

______________

~~Level~~CURRENT 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.) REPORT

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

Date of report (Date of earliest event reported) July 24, 2017

______________

CONSOLIDATED GEMS, INC.

(Exact name of registrant as specified in its charter)

______________

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))

Item 1.01: Entry into a Material Definitive Agreement

On ~~February~~July 2524, ~~2016~~2017, the Company entered into a Term Sheet with ~~Noam Levavi~~Lior Barash, Erez Glazer, Lior Wayn, and ~~Eran~~Lior ~~Galil~~Dolfin, (collectively, the ~~“Vendors~~‘’Sellers”) for the acquisition of all of the issued shares of ~~Byondata~~the ~~Ltd~~Cyber ~~(the~~Security technology business “~~Byondata~~Attofensive”), a company incorporated under the laws of Israel. The Company has a 90120 day period to conduct due diligence and negotiate a formal share sale agreement.

The purchase price is up to USD$520,000,000 which is to be satisfied as follows:

a) The sum of USD$6525,000 payable to ~~Byondata for working capital purposes 5 working days from~~ the ~~execution~~Sellers ~~of the Term Sheet~~ for due diligence ~~costs; b) A further USD$65~~expenses,~~000~~ ~~each~~30 ~~month~~business ~~payable~~days tofrom ~~Byondata for working capital purposes following~~ the execution of the ~~share~~Term ~~sale agreement and completion of the capital raising~~Sheet; c) An issue of fully paid ordinary shares of common stock of the Company to the value of USD$1,750,000 (less any payments made to Byondata under (a) and (b) above) to the Vendors at an issue price of USD$0.075 per share of common stock (Consideration Shares); d) The issue of event-driven contingent value rights to the vendors equivalent to USD$1,750,000 six months after the first anniversary of Completion, subject to meeting the relevant hurdles at the issue price set out under (c) above; and e) The issue of event-driven contingent value rights to the Vendors equivalent to USD$1,500,000 six months after the second anniversary of Completion, subject to meeting the relevant hurdles at the issue price set out under (c) above.

~~The~~b) ~~payments~~A ~~under~~further a)USD$25,000 ~~and~~each bmonth after the date in a) above ~~are~~for ~~capped~~due atdiligence 4expenses, ~~payments.~~ for 3 months, payable to the Sellers for working capital purposes;

~~Each~~c) ~~event-driven~~An ~~contingent~~issue ~~value~~of ~~rights~~fully ~~referred~~paid toordinary inshares ~~(d)~~of ~~and~~common ~~(e) above~~stock ~~will~~of bethe ~~subject~~Company to ~~milestones~~the ~~(to~~value beof ~~mutually~~USD$5,000,000 ~~agreed)~~(less ~~and~~any ~~vest when~~payments ~~the~~made ~~conditions~~to ~~are~~The ~~met~~Sellers onunder or(a) ~~after~~and ~~the~~(b) ~~relevant~~above) ~~vesting~~to ~~date.~~the ~~On conversion,~~Sellers ~~each~~at ~~event-driven~~an ~~contingent~~issue ~~value~~price ~~rights~~of ~~will~~USD$0.10 beper ~~converted into one~~ share of common stock in(Consideration ~~the capital of the Company.~~ Shares);

Ifd) ~~the~~The ~~Transaction~~issue isto ~~terminated~~the orSellers isof inshares ~~the~~of ~~reasonable~~common ~~opinion~~stock ofto the ~~Company~~ ~~unable~~equivalent to ~~proceed~~USD$5,000,000 at ~~any point,~~ the ~~Vendors~~issue ~~and~~price ~~Byondata~~of ~~have agreed~~USD$0.20, subject to ~~convert~~the ~~any~~Sellers ~~monies~~achieving ~~paid~~sales torevenue ~~Byondata~~of ~~under~~USD$100,000 ~~(a)~~within ~~and~~twelve ~~(b)~~months ~~above into~~after ~~convertible~~the ~~securities~~first inanniversary ~~Byondata.~~ of Completion;

Ase) ~~part~~The ofissue to the ~~agreement~~Sellers ~~and~~of asshares aof ~~condition~~common stock to ~~completion,~~ the ~~Company will~~equivalent ~~raise~~to USD$35,000,000; ~~and~~at ~~intends~~the issue price of USD$0.20, subject to ~~raise~~the aSellers ~~further~~achieving sales revenue of USD$21,000,000 within 12twelve months. after the first anniversary of Completion; and

~~Pending~~f) ~~completion~~The issue to the Sellers of shares of common stock to the equivalent to USD$5,000,000 ~~Byondata~~at ~~are~~the ~~required~~issue price of USD$0.20, subject to ~~carry~~the onSellers ~~business~~achieving insales revenue of USD$2,500,000 within twelve months after the ~~ordinary~~ ~~course~~first anniversary of Completion.

~~Prior~~If tothe ~~completion~~Transaction ~~Byondata~~is terminated or is ~~discharge~~in ~~all~~the ~~encumbrances,~~reasonable ~~mortgages~~opinion of the Company unable to proceed at any point, ~~liens~~ ~~bank~~the ~~loans~~Vendors and ~~other~~the ~~security~~Sellers ~~holdings~~have ~~other~~agreed ~~than~~to noconvert ~~more~~any ~~than $200,000~~monies ~~from~~paid ~~past~~to ~~working~~the ~~capital~~Sellers under (a) and (b) above into convertible securities in the Sellers.

~~Item~~As ~~8.01:~~part ~~Other~~of ~~Events~~the agreement and as a condition to completion, the Company will raise USD$5,000,000.

OnPending ~~March 7~~completion, ~~2016,~~The ~~the~~Sellers ~~Company~~are ~~issued~~required ~~the~~to ~~attached~~carry ~~press~~on ~~release~~business in ~~relation~~ to the ~~acquisition~~ordinary ~~of Byondata~~course.

~~Item~~Prior ~~9.01:~~to ~~Financial~~completion ~~Statement~~The Sellers is discharge all encumbrances, mortgages, liens bank loans and ~~Exhibits~~other security holdings other than no more than $200,000 from past working capital.

99Item 9.~~1: Press~~01 ~~Release~~Financial ~~dated~~Statement ~~March~~and ~~7, 2016~~ Exhibits

~~SIGNATURES~~ 99.1: Term Sheet dated July 24, 2017

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
Date:	March 9, 2016

	CONSOLIDATED GEMS, INC.


	By:	/s/ Peter Lee
	Name:	Peter Lee
	Title:	CFO & Secretary

~~INDEX TO EXHIBITS~~ Date: July 25, 2017

~~99.1: Press~~INDEX ~~Release~~TO ~~dated March 7, 2016~~ EXHIBITS

99.1: Term Sheet dated July 24, 2017

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