Consolidated Gems 10-Q 17 Oct 17 2016 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Sep. 28, 2017
Document And Entity Information [Abstract]
Entity Registrant Name	CONSOLIDATED GEMS, INC.
Entity Central Index Key	1,423,417
Amendment Flag	false
Trading Symbol	cgem
Entity Filer Category	Smaller Reporting Company
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Document Period End Date	Sep. 30, 2016
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q3
Entity Common Stock Shares Outstanding		199,873,683

Balance Sheet

Balance Sheet - AUD	Sep. 30, 2016	Dec. 31, 2015
Current Assets:
Cash	AUD 470	AUD 118
Receivables	3
Total Current Assets	473	118
Non-Current Assets:
Deposits
Total Non-Current Assets
Total Assets	473	118
Current Liabilities:
Accounts payable and accrued expenses	217,225	156,742
Total Current Liabilities	217,225	156,742
Non-Current Liabilities:
Advances from affiliate	285,574	1,088,175
Total Non-Current Liabilities	285,574	1,088,175
Total Liabilities	502,799	1,244,917
Stockholders' (Deficit):
Preferred stock: US$.0001 par value, 20,000,000 share authorised none issued and outstanding
Common stock: US$.0001 par value 500,000,000 shares authorised, and 199,873,683 and 175,315,350 shares issued and outstanding at eptember 30, 2016 and December 31, 2015	20,077	16,825
Additional paid-in capital	2,557,723	1,574,323
Accumulated (deficit)	(3,080,126)	(2,835,947)
Total Stockholders' (Deficit)	(502,326)	(1,244,799)
Total Liabilities and Stockholders' (Deficit)	AUD 473	AUD 118

Balance Sheet (Parenthetical)

Balance Sheet (Parenthetical) - $ / shares	Sep. 30, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Preferred Stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred Stock, shares authorized	20,000,000	20,000,000
Preferred Stock, shares issued	0	0
Preferred Stock, shares outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	199,873,683	175,315,350
Common stock, shares outstanding	199,873,683	175,315,350

Statement of Operations (Unaudi

Statement of Operations (Unaudited) - AUD shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Income Statement [Abstract]
Revenues
Cost and expenses
Legal, accounting and professional	15,335	13,436	41,450	39,878
Administration expense	6,315	6,736	86,354	9,433
Acquisition related expenses			116,946
Costs and expenses, total	21,650	20,172	244,750	49,312
(Loss) from operations	(21,650)	(20,172)	(244,750)	(49,312)
Foreign currency exchange gain (loss)	1,373	(6,590)	571	(17,352)
(Loss) before income tax	(20,277)	(26,763)	(244,179)	(66,664)
Provision for income tax
Net (loss)	AUD (20,277)	AUD (26,763)	AUD (244,179)	AUD (66,664)
Basic net (loss) per common equivalent shares	AUD 0	AUD 0	AUD 0	AUD 0
Weighted number of common equivalent shares	199,874	175,315	189,949	175,315

Statement of Stockholders' (Def

Statement of Stockholders' (Deficit) (Unaudited) - 9 months ended Sep. 30, 2016 - AUD	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated (Deficit) [Member]	Total
Balance at Dec. 31, 2015	AUD 16,825	AUD 1,574,323	AUD (2,835,947)	AUD (1,244,799)
Balance (in shares) at Dec. 31, 2015	175,315,350			175,315,350
Issuance of shares (April 13, 2016)	AUD 2,482	763,170		AUD 765,652
Issuance of shares (in shares) (April 13, 2016)	19,033,333
Issuance of shares (May 20, 2016)	AUD 770	220,230		221,000
Issuance of shares (in shares) (May 20, 2016)	5,525,000
Net (loss)			(244,179)	(244,179)
Balance at Sep. 30, 2016	AUD 20,077	AUD 2,557,723	AUD (3,080,126)	AUD (502,326)
Balance (in shares) at Sep. 30, 2016	199,873,683			199,873,683

Statements of Cash Flows (Unaud

Statements of Cash Flows (Unaudited) - AUD	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net (Loss)	AUD (244,179)	AUD (66,664)
Adjustments to reconcile net (loss) to net cash (used) in operating activities
Foreign currency exchange (gain) loss	(571)	17,352
Net change in prepayments		760
Net change in receivables and deposits	(3)	11,146
Net change in accounts payable and accrued expenses	61,055	13,193
Net Cash (used) in Operating Activities	(183,699)	(24,213)
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from (repayments to) affiliate	(802,601)	22,076
Issuance of common stock	986,652
Net Cash provided by Financing Activities	184,051	22,076
Effects of exchange rate on cash
Net increase/(decrease) in Cash	352	(2,137)
Cash at Beginning of Period	118	2,172
Cash at End of Period	AUD 470	AUD 35

ORGANIZATION AND BUSINESS

ORGANIZATION AND BUSINESS	9 Months Ended
	Sep. 30, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND BUSINESS	(1) ORGANIZATION AND BUSINESS Consolidated Gems, Inc. ("Consolidated Gems" or the "Company"), is a Delaware corporation originally incorporated in Florida as We Sell for U Corp. The principal stockholder Consolidated Gems is Power Developments Pty Ltd., an Australian corporation ("Power"), an entity majority owned by the Company's President, which owned of Consolidated Gems as of September 30, 2016. In order to take advantage of management's substantial experience in the location and development of mineral exploration properties, the Company planned to look for opportunities in the resources industry. The Company had decided to expand its focus to include precious gems in order to generate value for shareholders and was assessing several gem opportunities. In March 2015, following a review of the results of exploration on the gem tenement, the Company decided to relinquish the exploration license. The Company announced on March 8, 2016 that it had entered into a Term Sheet with Noam Levavi and Eran Galil (the "Vendors") for the acquisition of all of the issued shares of Byondata ("Byondata"), a company incorporated under the laws of Israel. The Company had a 90 day period to conduct due diligence and negotiate a formal share sale agreement. Headquartered in Herzliya, Israel, Byondata has developed unique platform as a service to create content-rich, immersive Virtual Reality (VR) experiences. Following initial due diligence and by mutual agreement, the proposed acquisition was terminated. In January 2017, the Company announced it was looking for gold opportunities in Myanmar. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("US GAAP"), which contemplates continuation of Consolidated Gems as a going concern. The Company has not yet commenced revenue producing operations and has incurred net losses since inception and may continue to incur substantial and increasing losses for the next several years, all of which raises substantial doubt as to its ability to continue as a going concern. The financial statements do not contain any adjustments that could arise as a result of this uncertainty. In addition, Consolidated Gems is reliant on loans and advances from corporations affiliated with the Company. Based on discussions with these affiliate companies the Company believes this source of funding will continue to be available. Other than the arrangements noted above, the Company has not confirmed any other arrangements for ongoing funding. As a result the Company may be required to raise funds by additional debt or equity offerings in order to meet its cash flow requirements during the forthcoming year; however there can be no assurance that the Company will be successful in these efforts.

RECENT ACCOUNTING PRONOUNCEMENT

RECENT ACCOUNTING PRONOUNCEMENTS	9 Months Ended
	Sep. 30, 2016
Accounting Changes and Error Corrections [Abstract]
RECENT ACCOUNTING PRONOUNCEMENTS	(2) RECENT ACCOUNTING PRONOUNCEMENTS The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2016
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	(3) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Used Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The functional and reporting currency is the Australian dollar. Foreign Currency Translation Effective April 1, 2013, the Company's functional and reporting currency is the Australian dollar. Revenue and expenses incurred in a currency other than Australian dollars are translated at the date incurred or invoiced. Assets and liabilities are re-valued at the period end exchange rate where appropriate. Gains or losses from foreign currency transactions are included in the results of operations. Prior to April 1, 2013, the Company's functional currency was the US dollar. However, as a result of Australian based activities in the second quarter of 2013 relating to potential gem projects, the Company's revenue and expenses are now primarily denominated in Australian dollars (A$). ASC 830 Foreign Currency Translation states that the functional currency of an entity is the currency of the primary economic environment in which the entity operates. Accordingly, the Company determined that from April 1, 2013, the functional currency of the Company is the Australian dollar. Assets, liabilities and equity were translated at the rate of exchange at April 1, 2013. Revenue and expenses were translated at rates at date of transaction. Translation gains and losses, if material, are included as part of accumulated other comprehensive income. The resulting translation at April 1, 2013 was not material. Goods and Services Tax ("GST") Revenues, expenses and assets generated in Australia are subject to Australian GST which requires the supplier to add a 10% GST to predominately all expenses and the cost of assets and for the Company to include a 10% GST to the selling price of a product. Revenues, expenses and assets are recognized net of the amount of GST except where the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognized as part of the cost of acquisition of the assets or as part of the expense item as applicable, and receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the balance sheet. Cash flows are included in the cash flow statement on a gross basis and the GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority are classified as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority. Comparative Figures Where necessary, comparative figures have been reclassified to be consistent with current year presentation with no effect on operations.

GOING CONCERN

GOING CONCERN	9 Months Ended
	Sep. 30, 2016
Going Concern
GOING CONCERN	(4) GOING CONCERN

AFFILIATE TRANSACTIONS

AFFILIATE TRANSACTIONS	9 Months Ended
	Sep. 30, 2016
Related Party Transactions [Abstract]
AFFILIATE TRANSACTIONS	(5) AFFILIATE TRANSACTIONS During the three months ended September 30, 2016, AXIS provided services in accordance with the services agreement, incurred direct costs on behalf of the Company and provided funding of A$14,500 (2015: A$11,323) and the Company repaid AXIS A$950 . .

INCOME TAXES

INCOME TAXES	9 Months Ended
	Sep. 30, 2016
Income Tax Disclosure [Abstract]
INCOME TAXES	(6) INCOME TAXES Consolidated Gems files its income tax returns on an accrual basis. The Company files tax returns in the United States. Consolidated Gems has carry-forward losses of approximately US$1,703,000 as of December 31, 2015 which expire in years 2028 through 2034. Due to the uncertainty of the availability and future utilization of those operating loss carry-forwards, management has provided a full valuation against the related tax benefit. The Company's tax returns for all years since December 31, 2011 remain open to examination by the respective tax authorities. There are currently no tax examinations in progress.

FAIR VALUE OF FINANCIAL INSTRUM

FAIR VALUE OF FINANCIAL INSTRUMENTS	9 Months Ended
	Sep. 30, 2016
Fair Value Disclosures [Abstract]
FAIR VALUE OF FINANCIAL INSTRUMENTS	(7) FAIR VALUE OF FINANCIAL INSTRUMENTS The Company's financial instruments consist of cash, receivables, accounts payable and accrued expenses, and advances from affiliate. The carrying amounts of cash, receivables, accounts payable and accrued expenses approximate their respective fair values because of the short term nature of those instruments. The fair value of the advances from affiliate is not determinable as it is due to an affiliated entity, no market exists for similar instruments and settlement date is uncertain.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2016
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	(8) SUBSEQUENT EVENTS The Company has evaluated events and transactions after the balance sheet date and through the date the financial statements were issued, and believes that all relevant disclosures have been included herein and there are no other events which require recognition or disclosure in the accompanying interim financial statements. In January 2017, the Company announced it was looking for gold opportunities in Myanmar. On July 24, 2017, the Company entered into a Term Sheet with Lior Barash, Erez Glazer, Lior Wayn, and Lior Dolfin, (collectively, the ''Sellers") 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. a) The sum of USD$25,000 payable to the Sellers for due diligence expenses, 30 business days from the execution of the Term Sheet; b) A further USD$25,000 each month after the date in a) above for due diligence expenses, for 3 months, payable to the Sellers for working capital purposes; c) An issue of fully 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); d) The issue to the 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; e) The issue to the 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; and f) The issue to the 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. If the Transaction is terminated or is in the reasonable opinion of the Company unable to proceed at any point, the Vendors and the Sellers have agreed to convert any monies paid to the Sellers under (a) and (b) above into convertible securities in the Sellers. As part of the agreement and as a condition to completion, the Company will raise USD$5,000,000. Pending completion, the Sellers are required to carry on business in the ordinary course. Prior to completion the Sellers are to discharge all encumbrances, mortgages, liens, bank loans and other security holdings except the business may have liabilities of no more than $200,000 from past activities . In September 2017 the Company placed 461,538 shares of common stock at a price of AUD$0.065 per shares for total proceeds of AUD$30,000.

SUMMARY OF SIGNIFICANT ACCOUN15

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2016
Accounting Policies [Abstract]
Basis of Presentation and Used Estimates	Basis of Presentation and Used Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The functional and reporting currency is the Australian dollar.
Foreign Currency Translation	Foreign Currency Translation Effective April 1, 2013, the Company's functional and reporting currency is the Australian dollar. Revenue and expenses incurred in a currency other than Australian dollars are translated at the date incurred or invoiced. Assets and liabilities are re-valued at the period end exchange rate where appropriate. Gains or losses from foreign currency transactions are included in the results of operations. Prior to April 1, 2013, the Company's functional currency was the US dollar. However, as a result of Australian based activities in the second quarter of 2013 relating to potential gem projects, the Company's revenue and expenses are now primarily denominated in Australian dollars (A$). ASC 830 Foreign Currency Translation states that the functional currency of an entity is the currency of the primary economic environment in which the entity operates. Accordingly, the Company determined that from April 1, 2013, the functional currency of the Company is the Australian dollar. Assets, liabilities and equity were translated at the rate of exchange at April 1, 2013. Revenue and expenses were translated at rates at date of transaction. Translation gains and losses, if material, are included as part of accumulated other comprehensive income. The resulting translation at April 1, 2013 was not material.
Goods and Services Tax ("GST")	Goods and Services Tax ("GST") Revenues, expenses and assets generated in Australia are subject to Australian GST which requires the supplier to add a 10% GST to predominately all expenses and the cost of assets and for the Company to include a 10% GST to the selling price of a product. Revenues, expenses and assets are recognized net of the amount of GST except where the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognized as part of the cost of acquisition of the assets or as part of the expense item as applicable, and receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the balance sheet. Cash flows are included in the cash flow statement on a gross basis and the GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority are classified as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.
Comparative Figures	Comparative Figures Where necessary, comparative figures have been reclassified to be consistent with current year presentation with no effect on operations.

ORGANIZATION AND BUSINESS (Deta

ORGANIZATION AND BUSINESS (Details)	Sep. 30, 2016
Power Developments Pty Ltd. [Member]
Organization And Business [Line Items]
Percentage of the company owned by its parent	82.85%

SUMMARY OF SIGNIFICANT ACCOUN17

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	9 Months Ended
	Sep. 30, 2016
Accounting Policies [Abstract]
GST tax rate	10.00%

GOING CONCERN (Details)

GOING CONCERN (Details) - AUD	Sep. 30, 2016	Dec. 31, 2015
Going Concern Details
Accumulated deficit	AUD 3,080,126	AUD 2,835,947

AFFILIATE TRANSACTIONS (Details

AFFILIATE TRANSACTIONS (Details) - AUD	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Related Party Transaction [Line Items]
Payable to affiliate	AUD 285,574		AUD 285,574		AUD 1,088,175
AXIS Consultants Pty Ltd ("AXIS") [Member]
Related Party Transaction [Line Items]
Payable to affiliate	285,574	AUD 1,088,275	285,574	AUD 1,088,275
Direct expenses incurred by affiliate on behalf of the entity	14,500	AUD 11,323	168,249	AUD 22,076
Repayment	AUD 950		AUD 970,850

INCOME TAXES (Details)

INCOME TAXES (Details) - Internal Revenue Service (IRS) [Member] - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2016	Dec. 31, 2015
Operating Loss Carryforwards [Line Items]
Net operation loss carry-forwards		$ 1,703,000
Minimum [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards, expiration year		Dec. 31, 2028
Open tax year	2,011
Maximum [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards, expiration year		Dec. 31, 2034

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details)	Jul. 24, 2017USD ($)$ / shares	Sep. 30, 2017AUDAUD / sharesshares	Sep. 30, 2016AUD
Subsequent Event [Line Items]
Value of shares of common stock issued | AUD			AUD 765,652
Subsequent Event [Member]
Subsequent Event [Line Items]
Shares of common stock issued | shares		461,538
Value of shares of common stock issued | AUD		AUD 30,000
Common stock issuance price per share | AUD / shares		AUD 0.065
Subsequent Event [Member] | Attofensive [Member] | Scenario, Forecast [Member]
Subsequent Event [Line Items]
Common stock issuance price per share | $ / shares	$ 0.10
Consideration owed for due diligence expenditures	$ 25,000
Consideration owed for additional due diligence expenditures	25,000
Common stock issuable as consideration for business acquisition at an issue price of USD$0.10	5,000,000
Common stock issuable as consideration at 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	5,000,000
Common stock issuable as consideration 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	5,000,000
Common stock issuable as consideration 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	$ 5,000,000
Issuance price per share for each milestone achieved | $ / shares	$ 0.20
Required capital to be raised by Company as part of acquisition agreement and as a condition to completion	$ 5,000,000
Maximum liabilities allowable by Seller prior to completion of acquisition	200,000
Subsequent Event [Member] | Attofensive [Member] | Scenario, Forecast [Member] | Maximum [Member]
Subsequent Event [Line Items]
Purchase price	$ 20,000,000