Consolidated Gems, Inc. (OTCPK:CGEM) entered into a term sheet to acquire Attofensive from Lior Barash, Erez Glazer, Lior Wayn, and Lior Dolfin for $20 million on July 24, 2017. Pursuant to the terms of agreement, Consolidated Gems will pay $0.025 million for due diligence expenses, 30 business days after execution of term sheet, further $0.025 million each month for next three months for working capital purposes. Consolidated Gems will issue common stock equivalent to $4.9 million at issue price of $0.10 per share as a consideration upon completion. Consolidated Gems will also issue common stock equivalent to $5 million at issue price of $0.20, subject to sellers achieving sales revenue of $1 million within 12 months of completion, issuance of common stock equivalent to $5 million at an issue price of $0.20, subject to sellers achieving sales revenue of $1 million in second year after completion and issuance of common stock equivalent to $5 million at an issue price of $0.20, subject to sellers achieving the sales revenue of $2.5 million in third year after completion. Consolidated Gems will acquire all assets, know-how and IP of Attofensive. Both buyer and seller will work together to prepare a definitive agreement. On November 17, 2017, Consolidated Gems, Inc. amended the transaction by signing a Memorandum of Understanding whereby Consolidated Gems, Inc. has agreed to jointly develop the AttoFensive Technology with Lior Barash, Erez Glazer, Lior Wayn and Lior Dolfin, commencing from December 1, 2017. Lior Barash, Lior Dolfin, Erez Glazer and Lior Wayn will serve as Chief Technology Officer, Chief Product Officer, Chief Operating Officer and Chief Executive Officer respectively. These appointments will become effective in several stages, respective to the stage of completion of private placements for Attofensive Technology. Consolidated Gems shall grant options to these individuals to acquire share of common stock of Consolidated Gems at an exercise price of $0.001 per share. Upon reaching various levels of gross revenue, Consolidated Gems shall transfer to these individuals, further options to acquire its common stock. In addition, these individuals shall transfer the AttoFensive Technology to Consolidated Gems within 14 days of signing the Memorandum of Understanding. Mordechai Gutnick acted on behalf of Consolidated Gems. Post-completion Consolidated Gems will seek a dual quotation of its common stock in both United States on the OTC market and on Australian Stock Exchange. Consolidated Gems shall raise $2 million in the form of fund raising. In the event that the fund raising does not close by the date set forth, the individuals will be released from their obligations to provide services to Consolidated Gems and the AttoFensive Technology shall, at the individuals' sole discretion and for no consideration, revert back to the individuals. All fund raising proceeds will be distributed as per the board of directors. Consolidated Gems shall use its reasonable endeavors to list on the Australian Securities Exchange within 18 months of closing of the fund raising and raise an additional amount of at least $5 million under the same conditions of the memorandum of understanding. If the transaction is terminated or the purchaser elects not to proceed, then the actual cash amount out of $0.1 million paid to seller will convert into convertible securities. Post-completion, both buyer and seller intended to use services of Lior Barash and Lior Dolfin either through employment or contracting. Consolidated Gems shall ensure that the Board of Directors of Consolidated Gems is comprised of up to 5 members and that the individuals are entitled to appoint 3 members. The transaction is subject to Consolidated Gems, raising funds of $5 million. Consolidated Gems, Inc. (OTCPK:CGEM) cancelled the acquisition of Attofensive from Lior Barash, Erez Glazer, Lior Wayn, and Lior Dolfin for on July 24, 2018.