Filing Details
- Accession Number:
- 0001157523-16-004804
- Form Type:
- 13D Filing
- Publication Date:
- 2016-03-02 06:00:27
- Filed By:
- Power Developments Pty Ltd
- Company:
- Consolidated Gems Inc.
- Filing Date:
- 2016-03-02
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| S.S. of | 165,600,000 | 5 | 165,600,000 | 94.46% | ||
| S.S. of | 165,600,000 | 165,600,000 | 165,600,000 | 94.46% | ||
| S.S. of | 165,600,000 | 165,600,000 | 165,600,000 | 94.46% |
Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _1_)
| Consolidated Gems Inc. | ||
| (Name of Issuer) | ||
| Common Stock, par value $0.0001 per share | ||
| (Title of Class of Securities) | ||
| 94683T 10 3 | ||
| (Cusip Number) |
Mordechai Zev Gutnick
Power Developments Pty Ltd.
Level 1A, 42 Moray Street
Southbank, Victoria 3006 Australia
Tel: 011-613 8532 2860
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
| September 30, 2015 | ||
| (Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g) check the following box [ ].
Check the following box if a fee is being paid with this statement [ ].
The information required on the reminder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
CUSIP NO. 94683T 10 3
| 1. | Name of Reporting Person | |
| S.S. of I.R.S. Identification No. of Above Person | ||
| Power Developments Pty Ltd. | ||
| I.R.S. Employer Identification No.: Not Applicable | ||
| 2. | Check the Appropriate Box if a Member of a Group | |
| (See Instructions) | ||
| (a) [ ] | ||
| (b) [x] | ||
| 3. | SEC Use Only | |
| 4. | Source of Funds (see Instructions): OO | |
| 5. | Check if Disclosure of Legal Proceedings is Required | |
| Pursuant to Items 2(d) or 2(e) [ ] | ||
| 6. | Citizenship or Place of Organization: Australia |
| Number of Shares Beneficially owned by: | 7. Sole Voting Power: None |
| 8. Shared Voting Power: 165,600,000 | |
| 9. Sole Dispositive Power: None | |
| 10. Shared Dispositive Power: 5 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting | |
| Person: 165,600,000 Shares. | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain | |
| Shares (See Instructions) [] | ||
| 13. | Percent of Class Represented by Amount in row (11): 94.46% | |
| 14. | Type of Reporting Person (See Instructions): CO |
CUSIP NO. 94683T 10 3
| 1. | Name of Reporting Person | |
| S.S. of I.R.S. Identification No. of Above Person | ||
| Mordechai Z. Gutnick | ||
| I.R.S. Employer Identification No.: Not Applicable | ||
| 2. | Check the Appropriate Box if a Member of a Group | |
| (See Instructions) | ||
| (a) [ ] | ||
| (b) [x] | ||
| 3. | SEC Use Only | |
| 4. | Source of Funds (see Instructions): OO | |
| 5. | Check if Disclosure of Legal Proceedings is Required | |
| Pursuant to Items 2(d) or 2(e) [ ] | ||
| 6. | Citizenship or Place of Organization: Australia |
| Number of Shares Beneficially owned by: | 7. Sole Voting Power: None |
| 8. Shared Voting Power: 165,600,000 | |
| 9. Sole Dispositive Power: None | |
| 10. Shared Dispositive Power: 165,600,000 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting | |
| Person: 165,600,000 Shares. | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain | |
| Shares (See Instructions) [] | ||
| 13. | Percent of Class Represented by Amount in row (11): 94.46% | |
| 14. | Type of Reporting Person (See Instructions): IN |
CUSIP NO. 94683T 10 3
| 1. | Name of Reporting Person | |
| S.S. of I.R.S. Identification No. of Above Person | ||
| Stera M. Gutnick | ||
| I.R.S. Employer Identification No.: Not Applicable | ||
| 2. | Check the Appropriate Box if a Member of a Group | |
| (See Instructions) | ||
| (a) [ ] | ||
| (b) [x] | ||
| 3. | SEC Use Only | |
| 4. | Source of Funds (see Instructions): OO | |
| 5. | Check if Disclosure of Legal Proceedings is Required | |
| Pursuant to Items 2(d) or 2(e) [ ] | ||
| 6. | Citizenship or Place of Organization: Australia |
| Number of Shares Beneficially owned by: | 7. Sole Voting Power: None |
| 8. Shared Voting Power: 165,600,000 | |
| 9. Sole Dispositive Power: None | |
| 10. Shared Dispositive Power: 165,600,000 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting | |
| Person: 165,600,000 Shares. | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain | |
| Shares (See Instructions) [] | ||
| 13. | Percent of Class Represented by Amount in row (11): 94.46% | |
| 14. | Type of Reporting Person (See Instructions): IN |
Item 1. Security and Issuer
This Amendment No. 1 amends and supplements the Schedule 13D filed by certain of the Reporting Persons (defined below) with the Securities and Exchange Commission (“SEC”) on July 30, 2009 with respect to the common Stock, par value $0.0001 per share of Consolidated Gems Inc., a Florida corporation (“Issuer”), whose executive offices are located at Level 1A, 42 Moray Street, Southbank, Victoria 3006, Australia. All share amounts included in this Schedule 13D give effect to a 6-for-1 stock split in the form of a dividend that was payable in February 2009 and a 2-for-1 stock split in the form of a dividend that was payable in August 2009. On July 23, 2009, the Issuer filed a Form 8A pursuant to which it registered its shares of Common Stock under Section 12(g) of the Securities Exchange Act of 1934, as amended.
Item 2. Identity and Background
(a)-(c) The undersigned hereby file this Schedule 13D statement on behalf of:
(i) Power Developments Pty. Ltd. (“Power”), a private corporation engaged as the trustee of a private family investment trust.
(ii) Mordechai Z. Gutnick (“MG” and, together with SG, the “Officers and Directors”). MG is an officer, director and stockholder of Power. MG’s principal occupation is as a private investor. MG is also a director of the Issuer.
(iii) Stera M. Gutnick (“SG” and, together with MG, the “Officers and Directors”). SG is an officer and director of Power. SG’s principal occupation is as a private investor.
(d) None of the persons referred to in Paragraph (a) above has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the persons referred to in Paragraph (a) above has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of a competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.
(f) Each of the individuals referred to in Paragraph (a) above is an Australian citizen. Power is an Australian corporation.
Item 3. Source and Amount of Funds or Other Consideration.
Effective as of September 30, 2015, MG was appointed as an officer and director of Power in connection with a transaction in which he acquired all of the issued and outstanding shares of Power from Mr. Joseph Gutnick. In connection with the transaction, Mr. Joseph Gutnick resigned as an officer and director of Power as well as an officer and director of the Issuer.
Item 4. Purpose of Transaction
The acquisition of the shares described above was for investment purposes. Power and the Officers and Directors may acquire additional shares of the Issuer from time to time and may dispose of any or all of the shares held by them at any time.
Except as set forth above in this Item 4, Power and the Officers and Directors do not have any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) and (j), inclusive, of Item 4 of Schedule 13D. Such entities and persons may, at any time, from time to time, review or reconsider their position with respect to the issuer, and formulate plans or proposals with respect to any of such matters, but have no present intention of doing so.
Item 5. Interest in Securities of the Issuer
(a) and (b) The number of shares of Common Stock of the Issuer held by each person named in response to Item 2 as of the date hereof are as follows:
| Name | Aggregate Number Of Shares Owned | Percentage of Outstanding(1) | |
| Power (2) | 165,600,000 | 94.46% | |
| Officers and Directors | 165,600,000(2) | 94.46% | |
_________________________
| (1) | Based on 175,315,350 shares of Common Stock outstanding on February 15, 2016. |
| (2) | Power has the power to vote and to dispose of the shares of Common Stock owned by it. The Officers and Directors may be deemed to share beneficial ownership of the shares of Common Stock owned by Power. |
(c) None of the persons listed in response to Item 2 above acquired any shares of Common Stock of the Issuer during the past 60 days.
(d) The shares of Common Stock are held by Power as trustee of a family trust for the benefit of certain members of the family of the Officers and Directors. Power has full power to vote and dispose of the shares of Common Stock owned by it. The proceeds of any such sale may be used, in the discretion of Power, for the benefit of the beneficiaries of the Trust.
Except as described above, no person other than each respective record owner referred to herein of shares of Common Stock is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds of sale of such shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Except as described above, there are no contracts, arrangements, understandings or relationships (legal or otherwise), among the persons named in Item 2 hereof, or between such persons and the other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any other securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees or profits, divisions of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
Exhibit 1 Agreement Pursuant to Rule 13d – 1(k)
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
| POWER DEVELOPMENTS PTY. LTD. | ||
| By ____/s/_Mordechai Z Gutnick________ | ||
| Director | ||
| Dated: February 15, 2016 | ||
| _____/s/ Mordechai Z. Gutnick________ | ||
| Mordechai Z. Gutnick | ||
| _____/s/ Stera M. Gutnick________ | ||
| Stera M. Gutnick |
EXHIBIT 1
AGREEMENT REGARDING
THE JOINT FILING OF SCHEDULE 13D
The undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf of each of them; and
(ii) Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is accurate.
Dated: February 15, 2016
| POWER DEVELOPMENTS PTY. LTD. | ||
| By _____/s/ Mordechai Z Gutnick________ | ||
| Director | ||
| _____/s/ Mordechai Z. Gutnick________ | ||
| Mordechai Z. Gutnick | ||
| _____/s/ Stera M. Gutnick________ | ||
| Stera M. Gutnick |
Page 9 of 9