8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 6, 2013

Gepco, Ltd.

(Name of small business issuer specified in its charter)

Nevada	000-53559	80-0214025
(State or other jurisdiction	(Commission File No.)	(I.R.S. Employer
of incorporation)		Identification No.)

9025 Carlton Hills Blvd Ste. B

Santee, CA 92071

(Address of principal executive offices)

909-708-4303

(Registrant’s telephone number)

___________________________________________________________

(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:

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

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

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

o 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.

See Item 2.01 below for a description of the amendment to the Stock Purchase Agreement between Gepco, Ltd. and GemVest, Ltd., originally dated October 15, 2013, as filed with the SEC on October 15, 2013.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On October 15, 2013, Gepco, Ltd. (the “Company”) entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with GemVest, Ltd. pursuant to which the Company purchased (the “Acquisition”) 100% of the issued and outstanding capital stock (“GemVest Shares”) of GemVest, Ltd., a Nevada corporation (“GemVest”). The purchase price for the GemVest Shares set forth therein is 150,000,000 shares of the Company’s restricted Common Stock. The transaction is being treated as a reverse acquisition for accounting purposes, and GemVest is deemed the accounting acquiror.

The parties arrived at the purchase price for the GemVest Shares as follows: The 10 day average closing price from September 30, 2013 through October 14, 2013 (the 10 trading days prior to signing the agreement) was $0.0326 which attaches a value of the 150,000,000 shares at $4,890,000, which is the value negotiated by the parties.

Immediately prior to Closing (as defined below), the parties to the Stock Purchase Agreement and the stockholders of GemVest entered into an amendment to the Stock Purchase Agreement whereby the stockholders of GemVest affirmed all of the obligations and representations of GemVest under the Stock Purchase Agreement and agreed to convey 100% of the issued and outstanding GemVest Shares to the Company in consideration for the Purchased Company Shares in a transaction exempt from registration under Section 4(2) of the Securities Act of 1933.

The Acquisition was consummated (the “Closing”) on December 6, 2013, in a transaction exempt from registration under Section 4(2) of the Securities Act of 1933, as amended. Pursuant to the Agreement, GemVest and the Company agreed to the following covenants regarding management of the Company for a period of five years from the date of Closing:

· Angelique de Maison shall serve as Executive Chairman of the Company and of GemVest, Peter Voutsas shall serve as Chief Executive Officer and Chief Investment Officer of the Company and of GemVest, Trisha Malone shall serve as President, Chief Financial Officer and Secretary of the Company and Chief Financial Officer, Chief Operating Officer and Secretary of GemVest, Nicholas Marlin shall serve as Chief Marketing Officer the Company and President and Chief Marketing Officer of GemVest and Ronald Loshin shall serve as Chief Creative Officer of the Company and of GemVest.

· The Board of the Company shall consist of six directors: Angelique de Maison, Peter Voutsas, Trisha Malone, Larry Zielke, Ronald Loshin and Nicholas Marlin. The Board of GemVest shall consist of five directors: Angelique de Maison, Peter Voutsas, Trisha Malone, Ronald Loshin and Nicholas Marlin.

· If the Company’s EBITDA (as defined in GAAP) is not at least $750,000 for the fiscal year ended December 31, 2014, then on a pro rata basis, based on percentage of ownership of Gepco immediately prior to Closing, the shareholders of Gepco shall return to the Company one million shares of the Company’s Common Stock for each $10,000 increment by which EBITDA is less than $750,000.

Subsequent to closing of the Acquisition, GemVest shall remain a wholly owned subsidiary of Gepco. For accounting purposes, GemVest is deemed the accounting acquirer.

The total outstanding common shares of the Company subsequent to the closing of the Acquisition are as follows:

Existing Company Shareholders	43,582,555
Shares acquired by GemVest Shareholders	150,000,000
Total Shares after consummation of the Acquisition	193,582,555

Shares outstanding of the Company just prior to the close consisted of 43,582,555 shares of which no shares were issued for investor relations services.

As the Company is in a start up phase, it will need to raise capital to fund operations, and alternatives are being explored.

Changes Resulting from the Acquisition.  The Company’s business is now the business of GemVest. GemVest is deemed the acquirer of the Company for accounting purposes.

FORM 10 INFORMATION

Information in response to this Item 2.01 corresponds to the Item numbers of Form 10 as promulgated under the Securities and Exchange Act of 1934 and the regulations thereunder. The following information regarding GemVest is set forth below and constitutes all of the information regarding GemVest required to be set forth in a Form 10 (as proscribed under the rules and regulations promulgated under the Securities Exchange Act of 1934, as amended), as if one were being filed by GemVest.

2

Form 10 Item 1. Description of Business

GemVest, Ltd. (“GemVest” or the “Company”), a division of Gepco, Ltd., (Symbol Gepco, Ltd. (“GEPC”), OTCQB), has created a new business venture headed by our Chief Executive Officer, Peter Voutsas, one of the nation’s most esteemed jewelers and owner of Peter Marco Extraordinary Jewels of Beverly Hills. The Company intends to sell and broker high end rare investment grade diamonds that are obtained from wholesale diamond cutters all over the world with which Peter Voutsas has long, outstanding relationships and from individuals and estates seeking liquidity who possess investment grade diamonds and heirloom quality jewelry.

Business Description:

Peter Voutsas (“Peter”) has also established a worldwide reputation as a purveyor of exquisite, extraordinary fine quality precious stones and jewelry pieces that are retailed in an elegant but friendly environment and sold at competitively reasonable prices. Peter has an international clientele that includes individuals from every continent who are known to be seekers of investment grade stones and exquisite rare heirloom jewelry items. The placing of such exquisite jewelry and gemstones is one of Peter’s most noted talents and helps enable Peter to gain top dollar and quick turnover for virtually each such item.

Through Peter’s reputation and long standing close business ties to the diamond wholesale market, the Company will have direct access to acquiring an unsurpassed collection of the highest investment grade diamonds that are released each year on a wholesale basis. This enables the Company to wholesale these gems to investors, other jewelry retailers throughout the country, and to other wholesalers who need to supplement their own inventory at attractive margins with high turnover. Management anticipates that each wholesale diamond order will carry a ticket value of $300,000 to $5,000,000 and gross margins of approximately 30%-40% that can be expected from their sales with an average sales turn rate of 90-120 days.

Increasingly, Peter has taken advantage of his retail store’s location and his reputation for integrity, fairness, and expertise by becoming “the place to go” to dispose of precious diamonds and other investment grade stones and heirloom jewelry for those desiring to convert highly valued holdings into cash. Because of the high worth of some of these items, some valued in excess of $35 million, Peter has, until now, relied on taking such goods on a consignment basis and earning a modest consignment fee. This has restricted his earnings while impairing his serving his customers to the fullest extent because of their preference for immediate cash. GemVest plans to purchase such items outright, often at very discounted prices, providing the seller immediate cash and providing the Company with gross margins typically anywhere between 30%-70%.

Rare and highly valued precious stones and jewelry are normally sold within 90-120 days giving the Company 3-4 turns of inventory per year. The Company will hire certified gemologists to ensure that each diamond and gemstone is precisely categorized, given a proper serial number, and provided a proper documentation trail.

Overview of Investment Grade Diamonds

The allure of diamonds is, like gold, they are easily authenticated, eternal lasting and an excellent store of value and safe haven from inflation. Unlike gold or oil, diamonds have exhibited stable pricing and avoided the high price volatility and instability seen in other commodity based stores of value. To date, diamonds have not been touched very much by large inflows and outflows of speculative money. This could change if the new efforts succeed and large speculative inflows materialize into precious “investment grade” diamonds, as may well be underway. Gold investments, rather than jewelry, have long been the primary choice of investors looking for a commodity based asset that preserves value. Gold investments have become the primary driver of the price increase and corresponding growth in the gold industry, pushing annual production to record levels of around $205 billion in 2011 according to the World Gold Council. By comparison, the annual production of polished diamonds has remained modest is still only about $18 billion (source: Bain & Co.).

3

Furthermore, the sometimes need to sell high-end jewelry and precious stones for cash is an all but universal one. Once GemVest and Peter Voutsas demonstrate the “proof of concept” in the Beverly Hills store and extend the GemVest brand to the acquisition of landmark jewelry and precious stones for cash, we envision a roll out of this business into other major markets in the US and cities throughout the world that are known for their strong jewelry heritage. Those areas plagued by current economic hardships and instability that have a strong jewelry heritage are particularly attractive target markets for our growth.

GemVest has entered into an exclusive and perpetual agreement with Peter Voutsas for his services to develop and manage this business. All purchase and resale business by Peter Marco Jewelers will now be done under the GemVest name. We expect that the proof of concept and a corresponding codification of operating procedures and business practices will have been accomplished within the first six months of operations. Several highly visible appearances of Peter Marco jewelry in conjunction with the entertainment industry will be utilized as well to further enhance the branding and establish Peter as a celebrity to facilitate our rollout into other world center cities.

In addition to securing inventory for resale by purchasing investment grade estate items from individuals and estates, Peter Voutsas also has direct access to diamonds directly from diamond cutters located around the world. This direct source of mined diamonds is available to Peter and GemVest at deep wholesale prices which then enables GemVest to distribute the diamonds and gemstones to other jewelers and investors of investment grade diamonds and gemstones at competitive prices while still earning significant returns. This business too has vast opportunities for international expansion given the availability of sizeable capital that the GemVest venture will provide.

Primary Objectives

· To establish GemVest as an international branded investment diamond jewelry merchant business under the well-established Peter Marco Extraordinary Jewelry, Rodeo Drive store front for the acquisitions of exclusive high end jewelry and investment grade precious stones that are acquired from individuals and estates and sold through private transactions to investors and consumers interested in obtaining such rare jewelry and precious stones.

· To complete a proof of concept in demonstrating that the income and profit margins now present in the consignment based acquisition of merchandise and resale structure would be very significantly increased by a multitude of many times by converting to outright purchase and resale of “treasure chest” collector jewelry and other merchandise. To codify all procedures, risk management controls, advertising and merchandising, inventory controls, promotion, valuation and assessment, purchase and sales techniques, etc. so as to enable prudent but timely expansion into other primary domestic and international targeted cities that are noted for populations having exclusive luxury jewelry collections an appreciation for investment grade stones, and an ample number of estates and people seeking to liquidate such exclusive holdings and others who wish to purchase such treasure goods.¹

· To prepare a master national and international target city list, perform site reviews and selections and prepare for such future expansion inclusive of operating manuals, plans for executive recruitment and training, and an initial promotional and public relations campaign that would be used as we enter new markets. Expansion could then take place under GemVest’s direct ownership of satellite stores or, depending on the particular circumstances, through franchising with the “best in class” independent jewelers in selected cites who would operate under a franchise arrangement, inclusive of capital being provided for purchase of conforming merchandise.

· To provide investors with a rare opportunity to participate in this extremely attractive high end of the jewelry and rare precious stone sectors with the prospects of high returns, relatively low risks, and exclusive entertainment event opportunities where Peter Marco jewelry is featured.

¹ With the reach of the Peter Marcos brand across the world, it is not essential that local markets have an active core of buyers. Such merchandise can be sold on the international market.

4

· To establish the first international brand for the liquidation and purchase of rare and timeless treasured heirloom jewelry and precious stones.

· Instill the highest level of cordiality and friendliness in customer service in what is an exclusive and elegant setting.

Mission

· Make GemVest the most trusted, esteemed, and successful trader of pre-owned rare jewelry and precious stones in the international market.

· Establish and implement an international highly recognizable brand known by the international elite for heirloom jewelry and high-end investment grade precious stones.

· To identify additional business opportunities where access to capital, expert knowledge of rare jewelry and precious stones, and reputation are paramount to success.

· Establish GemVest as the preferred place to purchase, sell and exchange investment grade precious stones and fine jewelry.

· Establish a wholesale marketplace for investment grade diamonds that can be sold directly to jewelers, wholesalers, and pre-approved investors over the Internet.

· To select an esteemed investment bank partner interested in pursuing the regulatory filing and sale of bundled $100MM investment grade diamonds to high net worth investors

· To link with expert local jewelers through an Internet supported distribution system such that affiliate jewelers will be able to retail precious diamonds and other investment grade stones on their premises through internet enabled displays and advanced secured distribution system.

Keys to Success

Some of the key factors that will help GemVest expand its operations include:

· Timely access to capital and debt financing sufficient to support increasing capital requirements in order for GemVest to avail itself of expansion opportunities and respond to new business opportunities.²

· Creating a world-class brand supported by retail storefronts for the acquisition and sale of legacy holdings.

· Establishing proper risk and internal controls to assure that all assets are assessed correctly, properly secured and safeguarded to assure and protect inventory.

· Establishing a high volume “Diamond Exchange” wholesale marketplace for investment grade diamonds.

· Securing adequate umbrella insurance coverage to cover the purchase, sale, transportation of all high valued inventory

· Developing a customized WEB site for promoting the Company’s business and evaluate whether it

· is desirable to make it transactional, such that sellers could submit detailed information about what they wish to sell to the Company (or, if we so choose to other prospect buyers as well) and buyers, be they limited to affiliate jewelers or to the public could submit offers on listed merchandise. ³

· Maintaining the highest business integrity such that all sellers and buyers can have comfort that they are being treated fairly and with the utmost of respect, that there is transparency, and that there is a consistency in practices across transactions.

· Expanding our visibility and access to sellers of rare jewelry and precious stones such that we will be able to secure a sufficient volume of high worth artifacts to support the buyer base and business overhead.

· Becoming more visible to diamond investors and speculators across the U.S. and globally and to the international investment banking community when we are ready for such relationships.

· Identifying attractive locations in other US cities and worldwide for setting expansion priorities..

· Improving our logistic/supply chain to enable quicker, secured deliveries and returns.

· Developing a state of the art information system, inclusive of inventory data base, historical purchase and sale prices, number of days in inventory by item and category, any item specific special circumstances, seller and buyer and respective locations, demographics, product interests, etc. that will give us an added competitive advantage and improve our internal controls and IT.

· Implementing a public relations and marketing program that will introduce and reinforce our branding.

² We anticipate linking with an international investment bank that wishes to help develop a securitized asset backed portfolio of precious stones.

³ This could be restricted to invited parties, e.g., past clients.

5

Company Ownership

The company is a wholly owned division of Gepco, Ltd., publicly traded under the symbol (OTCQB: GEPC) and its shares trade on the OTCQB market.

Company Startup Summary

GemVest is now poised to purchase and resell investment grade diamonds, precious stones and heirloom top of the line jewelry on a volume basis from both the world’s top diamond mining companies and from individuals and estates seeking timely access to liquidity. Included in the company’s attributes are:

· A world-class acclaimed (prestigious) retail jewelry nameplate with an aura that connotes exclusivity and exquisiteness. We enter this field with an already very meaningful presence in Peter Voutsas, our CEO and Chief Investment Officer, and an experience and expertise that any new entrant could only wish for.

· The CEO and Chief Investment Officer, Peter Voutsas, is an internationally renowned jeweler with a reputation for integrity, honesty, and high customer satisfaction. We will have the benefit of Peter’s experience, expertise and leadership from the very beginning of our enterprise. There is no need for a learning curve. We are expanding on proven business practices, principles and activities that have made Peter one of the most respected and successful independent jewelers in the world. Few businesses can ever start with such advantages out of the gate.

· The Company is layering strong financial resources on top of proven business practices so that the present and past success can be magnified and most all the risks are very much minimized.

· The access to rare gems including diamonds opens paves the way for an international expansion at an accelerated pace.

· Few products, even other luxury goods makers, are so dependent on reputation as purveyors of luxury jewelry. This is perhaps even more important in the retail arena by our being able to attract owners of rare jewelry and precious stones by the feel of an absolute comfortable and cordial environment that customers experience inside a Peter Marcos store.

· Start-up expenses are relatively modest since the first store front, the buying and selling infrastructure and business relationships to the world wholesale markets are already in place. In addition, the brand is already well established. Nor will there be need to expand current sales staffing until we start adding an Internet based sales channel and expanded beyond the Beverly Hills store.

Products and Services

GemVest seeks to become a world-wide destination for the purchase and resale of rare investment grade precious stones and jewelry by focusing on becoming:

· An international wholesale of high end investment grade precious stones including featured diamonds that would be marketed directly to collectors, investors, other wholesalers who are looking to supplement their own inventory and that of individual jewelry stores operating in high end of local markets

· Heirloom and keepsake “collector and investor” grade diamond and other precious stone jewelry through the highest grade museum and collector pieces that will be marketed to an international clientele, high net worth shoppers, collectors, and investors.

6

Market Segmentation

The diamond and jewelry distribution and sales industry is one of the United States’ most concentrated and exclusive industries characterized by a relatively small number of suppliers supplying diamonds to the entire market. As of the last economic census, there were approximately only 9,000 businesses that deal specifically with the sale of diamonds and jewelry on both a wholesale and retail level. Presumably, some of these did so in volumes that were virtually inconsequential. For each of the last five years, the industry has generated more than $54 billion dollars a year of revenue and has provided jobs to more than 70,000 people. Each year, approximately $7 billion dollars of payrolls are disbursed to these employees. Approximately half of the diamond distribution firms in the country are located in New York, California, and Texas.

Size of U.S. Diamond Market

Reflecting its scarcity, by world trade standards, diamond trade is still a modest niche market. Polished diamond imports to the U.S. has risen from $4 billion in Q1 of 2010 to about $6.4 billion in Q1 of 2013 (see U.S. Polished Diamond Export - Import Volume, 2010Q1-2013Q1 graph below). During this same period, U.S. exports rose from #3.1 billion to $5.6 billion, making us a net imported by about $0.75 billion a quarter.

 

* Source: U.S. Polished Diamond Export - Import Volume, 2010Q1-2013Q1:

Target Market Segment Strategy

As the Company does not intend to market its investment diamond inventories directly to the general public, the marketing campaign required to support this business is quite limited. Foremost, the Company must immediately expand its relationships with other i). diamond distributors, ii). jewelry retailers, and iii). jewelry manufacturers that will continuously supply the business with purchase orders. At the onset of operations, Mr. Voutsas intends to directly approach regional premium jewelry stores to become an ongoing major supplier of such premium stock diamonds. Additionally, the Company will implement an interactive online website for the wholesale sector so that the Company’s target market can easily locate the Company’s contact information and easily find information related to making bulk purchases. Once registered and approved (verified as a qualified customer or business (jeweler)), registered users will be given access to all current inventories of investor diamonds in inventory and available for immediate delivery. All such affiliate jewelers will also be given a special code whereby they can quickly access any diamond that have interest in and show it on their own WEB site through an Internet Link. All such displays by the affiliate jewelers will show their logo and name above such “reserved” diamonds, which makes for an impressive presentation to their customers. Planning for the Internet capability described above is already in the planning and development stage. The Company also plans to hire a specialist marketing firm to place the Company’s inventory in trade directories serving the jewelry industry. In addition, the Management of GemVest, will regularly attend industry events that will allow them to network among potential clients that will regularly purchase diamonds from the business. Mr. Voutsas will also attend selected Christies and Sotheby’s auctions to showcase the Company’s higher-end diamonds.

7

Currently, total annual diamond sales in the U.S. have reached $5.5 billion, out of total jewelry sales of an estimated $40 billion, which represents approximately 18% of total jewelry sales. This includes everything from engagement rings, anniversary jewelry, ornamental items, watches, etc. The Company’s opportunity is establishing itself as a source of exquisite investment grade diamonds that are desired for speculation and asset protection in addition to demand from consumers seeking exquisite, eye catching beauty.

The diamond market itself is fragmented and characterized mostly by vendors targeting "mass" market demand with ordinary diamonds. It is also highly seasonal with year-end gifts and purchases accounting for a very significant portion of annual sales. The market is divided into three echelons: premium end, middle end, and low end. Online diamond retail also has different categories, parallel to the brick-and-mortar stores. BlueNile is typical of the upper-echelon vendors for high-end online diamonds, while Best Gem targets mostly middle end customers.

GemVest will target only in the upper echelon of high quality diamonds, with an average sale expected to be in the hundreds of thousands of dollars. The Company’s initial target is the top 25% of the diamond market, including the top ten percent of upper-echelon buyers. First year sales volume is targeted at $30-60 million.

Technology

GemVest intends to invest in state of the art technology that enables it to conduct commerce throughout the world. We will utilize existing technology commerce solutions when available and efficient and, when necessary, invest in developing proprietary software to support our business. We wish to be fully WEB enabled so as to be able to readily conduct commerce over the Internet on a worldwide basis.

Support of the Retail Heirloom Jewelry Business:

GemVest will invest in the creation of an Internet platform for attracting exclusive collector and investor jewelry and precious investment grade stones for purchase for immediate cash. We wish to establish a platform that offers fair prices, immediate cash, and great convenience and confidentiality. The WEB site will emphasize these features and allow sellers to receive a binding quote subject to all descriptions and ratings of gems being verified at time of receipt. In addition to supporting this commerce, the site will also promote our brand.

In addition, the business will seek an overall IT solution to overseeing and managing satellite locations, evaluating performances on a live basis, and live consolidation of results.

Competitive Edge

GemVest shall utilize its Management who are highly skilled at purchasing diamonds and have longstanding relationships with wholesale sources for investment grade diamonds at between 40% and 70% discounts to Rapaport Prices through its well established trade connections. Discount levels for select qualities of diamonds vary rather significantly and are based on a broad range of factors including the specific physical and technical characteristics of a particular diamond, type of market, location, state of market liquidity, and terms of sale. GemVest will have the benefit of robust funding which will enable the Company to become a repeat buyer of the highest grade precious diamonds and sustain a comprehensive and diverse inventory, sell, through the Rapaport Exchange supplemented by sales to trade sources in the wholesale exchange. With normal turnover, we expect to be able to turnover inventory at 3 to 4 times per year.

8

Marketing Strategy

GemVest’s Management has extensive, pre-existing relationships with jewelers and industry participants and will extend those relationships electronically through networks like RapNet. The BUY-SIDE will focus on finding distressed sales of estate jewelry and pawnshop situations. The SELL-SIDE will attempt to attain full prices or near full prices as quoted on the Rapaport Price List. Spreads of 30% and higher are quite common under this strategy.

Employees

Upon completion of the Acquisition, the Company has four part-time consultants. Our employees consist of Mr. Voutsas who serves as the Chief Executive Officer and Chief Investment Officer of Gepco, Ltd. and GemVest, Ltd.; Ms. Malone who serves as President, Chief Financial Officer and Secretary of Gepco, Ltd. and as the Chief Operating Officer, Chief Financial Officer and Secretary of GemVest, Ltd.; Mr. Marlin who serves as the Chief Marketing Officer of Gepco, Ltd. and the President and Chief Marketing Officer of GemVest, Ltd. and Mr. Loshin who serves as Chief Creative Officer of Gepco, Ltd. and GemVest, Ltd., all of whom provide services to us on a part-time basis.

To the best of its knowledge, the Company is compliant with local prevailing wage, contractor licensing and insurance regulations, and has good relations with its employees.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements. To the extent that any statements made in this Current Report on Form 8-K contain information that is not historical, these statements are essentially forward-looking. Forward-looking statements can be identified by the use of words such as “expects,” “plans,” “will,” “may,” “anticipates,” believes,” “should,” “intends,” “estimates,” and other words of similar meaning. These statements are subject to risks and uncertainties that cannot be predicted or quantified and, consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties are outlined in “Risk Factors” and include, without limitation, the Company’s ability to raise additional capital to finance the Company’s activities; the effectiveness, profitability, and the marketability of its products; legal and regulatory risks associated with the Reorganization ; the future trading of the common stock of the Company; the ability of the Company to operate as a public company; the period of time for which the proceeds of the Private Placement will enable the Company to fund its operations; the Company’s ability to protect its proprietary information; general economic and business conditions; the volatility of the Company’s operating results and financial condition; the Company’s ability to attract or retain qualified senior management personnel and research and development staff; and other risks detailed from time to time in the Company’s filings with the SEC, or otherwise.

Information regarding market and industry statistics contained in this Report is included based on information available to the Company that it believes is accurate. It is generally based on industry and other publications that are not produced for purposes of securities offerings or economic analysis. The Company has not reviewed or included data from all sources, and cannot assure investors of the accuracy or completeness of the data included in this Report. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and the additional uncertainties accompanying any estimates of future market size, revenue and market acceptance of products and services. The Company does not undertake any obligation to publicly update any forward-looking statements. As a result, investors should not place undue reliance on these forward-looking statements.

9

Form 10 Item 1A. Risk Factors

An investment in the Company’s common stock involves a high degree of risk. In determining whether to purchase the Company’s common stock, an investor should carefully consider all of the material risks described below, together with the other information contained in this report before making a decision to purchase the Company’s securities. An investor should only purchase the Company’s securities if he or she can afford to suffer the loss of his or her entire investment.

Risks Related to our Business

A decline in the price of diamonds could adversely affect

The market price of our stocks, and our financial results and condition, may in the future materially adversely affected by declines in the price of rough and polished diamonds. As prices decline, this may prove to be a less attractive commodity to our investors thus decreasing demand and lowering the market price for our diamonds. If we have diamonds for which we have paid a higher price, and the market declines, we may be forced to sell at a lower price than expected, thus decreasing our profit margin or forcing us to less at a price less than the price which we paid for inventory.

Due to the international nature of the diamond industry, we bear significant foreign currency risk.

The diamond market is international with pricing generally determined by large participants in the global diamond trading centers and exchanges, which prices may be denominated in foreign currency. Thus if purchases are denominated in foreign currency, thus we will become exposed to foreign currency fluctuations relative to the U.S. dollar which may affect our financial results.

Because our auditors have issued a going concern opinion, there is substantial uncertainty we will continue operations in which case you could lose your investment.

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue in business. As such we may have to cease operations and you could lose your investment. Further, we have not considered and will not consider any activity beyond our current exploration program until we have completed our exploration program.

Because we do not have sufficient capital to fund our business plan, we will have to sell additional securities and raise additional capital which will dilute current shareholders ownership positions.

We do not have the capital to fund our business plan. As a result we will have to raise additional capital to maintain operations. There is no assurance that we will be able to secure enough capital to maintain operations and if we cannot raise the capital needed we may have to suspend operations.

We have no operating history upon which an evaluation of our prospects can be made.

We have had no operations in the diamond industry since our inception upon which to evaluate our business prospects. As a result, investors do not have access to the same type of information in assessing their proposed investment as would be available to purchasers in a company with a history of prior substantial operations. We face all the risks inherent in an early stage business, including the expenses, lack of adequate capital and other resources, difficulties, complications and delays frequently encountered in connection with conducting operations, including capital requirements and management’s potential underestimation of initial and ongoing costs. We also face the risk that we may not be able to effectively implement our business plan. If we are not effective in addressing these risks, we will not operate profitably and we may not have adequate working capital to meet our obligations as they become due.

10

We may be unable to successfully execute any of our identified business opportunities or other business opportunities that we determine to pursue.

We currently have a limited corporate infrastructure. In order to pursue business opportunities, we will need to continue to build our infrastructure and operational capabilities. Our ability to do any of these successfully could be affected by any one or more of the following factors:

·  our ability to raise substantial additional capital to fund the implementation of our business plan;

· our ability to execute our business strategy;

· the ability of our products to achieve market acceptance;

· our ability to manage the expansion of our operations and any acquisitions we may make, which could result in increased costs;

· our ability to attract and retain qualified personnel;

· our ability to manage our third party relationships effectively; and

· our ability to accurately predict and respond to the rapid changes in our industry and the evolving demands of the markets we serve.

Our failure to adequately address any one or more of the above factors could have a significant impact on our ability to implement our business plan with respect to marketing and selling our nutritional supplement products and our ability to pursue any related opportunities that arise.

We have a history since inception of losses, and we may not be able to cover our costs of operation or achieve profitability in the future.

For the years ended December 31, 2012 and 2011, Gepco, Ltd. incurred net losses of $577,340 and $673,306, respectively.  There can be no assurances that we will generate sufficient revenues in the future to cover our costs of operation or that we will be profitable.  If we cannot cover our costs of operation, either through profits or otherwise securing sufficient capital to fund our costs of operation, it would be very unlikely that we would achieve profitability, and we may be required to cease our operations.

We may not be able to effectively control and manage our proposed  business plan, which would negatively impact our operations.

If our business and markets grow and develop (and there are there are no assurances what growth and development will occur, if any), it will be necessary for us to finance and manage expansion in an orderly fashion. We may face challenges in managing expanding product offerings and in integrating any acquired businesses with our own. Such occurrences will increase demands on our existing management, workforce and facilities. Failure to satisfy increased demands could interrupt or adversely affect our operations and cause administrative inefficiencies.

11

Economic declines may have a material adverse effect on our sales, and a slow recovery could prevent us from achieving our financial goals.

We cannot predict the extent to which economic conditions will change and many economists predict that the economic decline will be prolonged, that any recovery may be weak, and that conditions may deteriorate further before there is any improvement or even after some improvement has occurred. Continuing weak economic conditions in the United States or abroad as a result of the current global economic downturn, lower consumer spending (especially discretionary items), lower consumer confidence, continued high or higher levels of unemployment, higher inflation or even deflation, higher commodity prices, such as the price of oil, political conditions, natural disaster, labor strikes or other factors could negatively impact our sales or ability to achieve profitability.

Natural disasters, armed hostilities, terrorism, labor strikes or public health issues could have a material adverse effect on our business.

Armed hostilities, terrorism, natural disasters, or public health issues, whether in the United States or abroad could cause damage and disruption to our company, our suppliers, our manufacturers, or our customers or could create political or economic instability, any of which could have a material adverse impact on our business. Although it is impossible to predict the consequences of any such events, they could result in a decrease in demand for our product or create delay or inefficiencies in our supply chain by making it difficult or impossible for us to deliver products to our customers, or for our manufacturers to deliver products to us, or suppliers to provide component parts.

We rely on key personnel and, if we are unable to retain or motivate key personnel or hire qualified personnel, we may not be able to grow effectively.

Our success depends in large part upon the abilities and continued service of Peter Voutsas, our chief executive officer. There can be no assurance that we will be able to retain the services of Peter Voutsas.  Our failure to retain the services of our key personnel could have a material adverse effect on the Company.   In order to support our projected growth, we will be required to effectively recruit, hire, train and retain additional qualified management personnel.  Our inability to attract and retain the necessary personnel could have a material adverse effect on the Company.  We have no “key man” insurance on any of our key employees.

Risks Related to the Company’s Common Stock

There is not an active liquid trading market for the Company’s common stock.

The Company files reports under the Securities Exchange Act of 1934, as amended, and its common stock is eligible for quotation on the OTCQB. However, there is no regular active trading market in the Company’s common stock, and we cannot give an assurance that an active trading market will develop. If an active market for the Company’s common stock develops, there is a significant risk that the Company’s stock price may fluctuate dramatically in the future in response to any of the following factors, some of which are beyond our control:

· variations in our quarterly operating results;

· announcements that our revenue or income are below analysts’ expectations;

· general economic slowdowns;

· sales of large blocks of the Company’s common stock;

· announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments; and

· fluctuations in stock market prices and volumes, which are particularly common among highly volatile securities of early stage technology companies.

12

The ownership of our common stock is highly concentrated among a few shareholders.

Our executive officers and directors will beneficially own approximately 137,265,000 shares of our outstanding common stock (70.91%). Two other shareholders hold 24,000,000 shares constituting 12.4% or our outstanding common stock. As a result, they have the ability to exercise control over our business by, among other items, their voting power with respect to the election of directors and all other matters requiring action by stockholders. Such concentration of share ownership may have the effect of discouraging, delaying or preventing, among other items, a change in control of the Company.

The Company’s common stock will be subject to the “penny stock” rules of the SEC, which may make it more difficult for stockholders to sell the Company’s common stock.

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

· that a broker or dealer approve a person's account for transactions in penny stocks; and

· the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person's account for transactions in penny stocks, the broker or dealer must:

· obtain financial information and investment experience objectives of the person; and

· make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form:

· sets forth the basis on which the broker or dealer made the suitability determination; and

· that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

The regulations applicable to penny stocks may severely affect the market liquidity for the Company’s common stock and could limit an investor’s ability to sell the Company’s common stock in the secondary market.

As an issuer of “penny stock,” the protection provided by the federal securities laws relating to forward-looking statements does not apply to the Company.

Although federal securities laws provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, the Company will not have the benefit of this safe harbor protection in the event of any legal action based upon a claim that the material provided by the Company contained a material misstatement of fact or was misleading in any material respect because of the Company’s failure to include any statements necessary to make the statements not misleading. Such an action could hurt our financial condition.

13

The Company has not paid dividends in the past and does not expect to pay dividends in  the foreseeable future.  Any return on investment may be limited to the value of the Company’s common stock.

No cash dividends have been paid on the Company’s common stock. We expect that any income received from operations will be devoted to our future operations and growth. The Company does not expect to pay cash dividends in the near future. Payment of dividends would depend upon our profitability at the time, cash available for those dividends, and other factors as the Company’s board of directors may consider relevant. If the Company does not pay dividends, the Company’s common stock may be less valuable because a return on an investor’s investment will only occur if the Company’s stock price appreciates.

Form 10 Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes appearing elsewhere in this Report.  This discussion and analysis may contain forward-looking statements based on assumptions about our future business.  Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those set forth under “Risk Factors” and elsewhere in this Report.

For a discussion of our financial statements prior to the Acquisition, see our financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report on Form 10-K for the year ended December 31, 2012 and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2013, June 30, 2013, and September 30, 2013.  Until the Acquisition, we had conducted only nominal business operations.

Overview.  

GemVest, Ltd. was incorporated on October 2, 2013 in the State of Nevada.  GemVest is a start-up development stage company that has had no revenue or expenses since its inception.

The Company intends to sell and broker high end rare investment grade diamonds that are obtained from wholesale diamond cutters all over the world with which our Chief Executive Officer, Peter Voutsas, has long, outstanding relationships and from individuals and estates seeking liquidity who possess investment grade diamonds and heirloom quality jewelry.

As the Company was a shell company prior to the acquisition of GemVest, GemVest is the acquiror for accounting purposes, and future financial reporting shall be set forth as if GemVest acquired the Company.

Critical Accounting Policies and Estimates.  

Basis of Presentation

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America.

Revenue Recognition

Revenue is recognized net of indirect taxes, rebates and trade discounts and consists primarily of the sale of products, and services rendered.

14

Revenue is recognized in accordance with Accounting Standards Codification Topic No. 605-10-S99 “Revenue Recognition” (ASC 605-10-S99) when the following criteria are met:

· evidence of an arrangement exists;

· delivery has occurred or services have been rendered and the significant risks and rewards of ownership have been transferred to the purchaser;

· transaction costs can be reliably measured;

· the selling price is fixed or determinable; and

· collectability is reasonably assured.

Property and Equipment

Property and equipment is stated at cost less accumulated depreciation and impairment. Land is not depreciated. Repairs and maintenance are charged to operations as incurred.

Property and equipment is depreciated on a straight-line basis over its expected useful life. The depreciation methods, and estimated remaining useful lives are reviewed at least annually.

Upon classification of property and equipment as held for sale it is reviewed for impairment. The impairment charged to the income statement is the excess of the carrying value of the property and equipment over its expected fair value less costs to sell.

Estimates

The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Fair Value of Financial Instruments

The carrying amounts for the Company’s cash, investments, accounts payable, accrued liabilities and current portion of long term debt approximate fair value due to the short-term maturity of these instruments.

Investments

Investments presently consist of funds invested in debt securities available for sale. Investments are recorded at their amortized cost basis in accordance with Accounting Standards Codification 320 “Investments – Debt and Equity Securities” (ASC 320). Investments in debt securities that are classified as available for sale and equity securities that have readily determined fair values that are classified as available for sale are measured subsequently at fair value.

Intangible Assets

In accordance with Accounting Standards Codification Topic 985-20 “Costs of Software to be Sold, Leased or Marketed” (ASC 985-20), the Company has capitalized development costs incurred after the technological feasibility of our Wikifamilies.com product had been established until the product was available for general release to customers. In accordance with Accounting Standards Codification Topic 350-20 "Intangibles - Goodwill and Other" (ASC 350-20) intangible assets that have finite lives are amortized over the period during which the asset is expected to contribute directly or indirectly to future cash flows of the entity (useful lives).

Other Comprehensive Income

We follow Accounting Standards Codification Topic No. 220, "Comprehensive Income" (ASC 220). This statement establishes standards for reporting comprehensive income and its components in financial statements. Comprehensive income, as defined, includes all changes in equity (net assets) during a period from transactions and other events and circumstances from non-owner sources. Examples of items to be included in comprehensive income, which are excluded from net income, include unrealized gains and losses on available-for-sale securities.

15

Income Taxes

Accounting Standards Codification Topic No. 740 “Income Taxes” (ASC 740) requires the asset and liability method of accounting be used for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Earnings (Loss) Per Share

Per Accounting Standards Codification Topic 260 “Earnings Per Share” (ASC 260), basic EPS is determined using net income divided by the weighted average shares outstanding during the period. Diluted EPS is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential shares of Common Stock were issued.

Basic EPS is determined using net income divided by the weighted average shares outstanding during the period. Diluted EPS is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued.

Results of Operations

GemVest is a development stage company that has had no revenue or expenses since its inception.

Revenues

We expect revenues for the balance of the year December 31, 2013 to grow as we begin to implement our business plan.  The rate at which our revenues will increase will depend on how quickly we can begin sales and the amount of sales generated.

Selling, General and Administrative Expenses

We expect selling, general and administrative expenses for the balance of the year ending December 31, 2013 to trend marginally upward as we begin to bring in additional sales and marketing personnel necessary to grow our business and to service the significant demand we expect for our products and services.

Net Income (Loss)

GemVest is a development stage company that has had no revenue or expenses since its inception and therefore no net income or loss.

Financial Condition, Liquidity and Capital Resources

GemVest is a development stage company that has had no revenue or expenses since its inception.

Future Financing

We plant to rely on equity sales of our common shares in order to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund planned acquisitions, expansions and exploration activities or if we are able to secure additional financing, whether such financing shall be on favorable terms.

16

Off-Balance Sheet Arrangements

As of December 6, 2013, GemVest did not have any off-balance sheet debt nor did it have any transactions, arrangements, obligations (including contingent obligations) or other relationships with any unconsolidated entities or other persons that have or are reasonably likely to have a material current or future effect on financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenue or expenses material to investors.

Form 10 Item 3.  Properties

Gepco, Ltd. has use of an administrative office in San Diego, CA, that is provided to us without charge by our President, Chief Financial Officer and Secretary.

GemVest has use of retail space in Beverly Hills, CA that is provided without charge by our Chief Executive Officer and Chief Investment Officer.

Form 10 Item 4.  Security Ownership of Certain Beneficial Owner and Management

The following table sets forth information regarding the beneficial ownership of our common stock as of December 6, 2013 (after the Acquisition) for: (i) each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock; (ii) each of our named executive officers and directors; and (iii) all of our current named executive officers and directors as a group. Unless otherwise noted, we believe that each beneficial owner named in the table has sole voting and investment power with respect to the shares shown, subject to community property laws where applicable.  An asterisk (*) denotes beneficial ownership of less than one percent.

	Beneficial Ownership
Name (1)	Number of Shares		Percent of Class (2)
Unicorn Funds Foundation		12,000,000		6.20	%
Gil-Galad Foundation		12,000,000		6.20	%
Total 5% Owners as a group		24,000,000		12.40	%
Trisha Malone		10,265,000		5.30	%
Angelique de Maison (3)		88,500,000		45.72	%
Peter Voutsas		37,500,000		19.37	%
Larry A. Zielke		1,000,000		0.52	%
All executive officers and directors as a group (four persons)		137,265,000		70.91	%

(1) The address for each of the above noted individuals is c/o 9025 Carlton Hills Blvd., Ste. B, Santee, CA 92071.

(2) The percentage ownership reflected in the table is based on 193,582,555 shares of Common Stock outstanding as of December 6, 2013.

(3) Includes 18,500,000 shares owned by Kensington & Royce, Ltd. of which Ms. De Maison is an Officer and Majority Shareholder.

17

Form 10 Item 5. Directors and Executive Officers

Name	Age	Position with Company
Angelique de Maison	43	Executive Chairman, Gepco, Ltd. and Gemvest, Ltd.
Peter Voutsas	52	Chief Executive Officer, Chief Investment Officer and Director, Gepco, Ltd. and Gemvest, Ltd.
Trisha Malone	38	President, Chief Financial Officer, Secretary, Director Gepco, Ltd.; Chief Operating Officer, Chief Financial Officer, Secretary, Director Gemvest, Ltd.
Nic Marlin	30	Chief Marketing Officer, Gepco, Ltd.; President and Chief Marketing Officer, Gemvest, Ltd.
Ronald Loshin	71	Chief Creative Officer, Gepco, Ltd. and Gemvest, Ltd.
Larry A. Zielke	65	Vice President, Corporate Counsel and Director, Gepco, Ltd.

Officers and Directors of Gepco, Ltd. prior to the Acquisition:

Trisha Malone. Ms. Malone is the Chief Financial Officer and Secretary of Lustros Inc. since April 18, 2012. Ms. Malone has more than 19 years of experience in finance and accounting including experience in corporate governance, securities regulation, financial controls requirements, and financial management. From 2000 to 2006, Ms. Malone served as Corporate Controller for Xsilogy, Inc., a leading wireless sensor network company, and as the division controller after Xsilogy’s acquisition by SYS Technologies, Inc., a public company engaged in government contracting. From 2006 to 2008, Ms. Malone was the Corporate Controller for Satellite Security Corporation, a developer of satellite tracking systems. Since 2008, Ms. Malone has been self-employed as an independent accounting consultant and is presently consulting as Corporate Controller for several private companies. From 2007 to 2009, Ms. Malone served as the Corporate Controller for Lenco Mobile Inc., which operates in the high growth mobile marketing and Internet sectors, and served as Corporate Secretary for Lenco until June 2010. From June 2010 to September 2012 Ms. Malone served as Chief Financial Officer and a Director of Wikifamilies, Inc., a public company that operates in the technology services industry. Ms. Malone was also a Director of Casablanca Mining, Ltd. from its inception on June 27, 2008 until August 30, 2012 and was the Chief Executive Officer of Casablanca from inception until January 2009 and the Chief Financial Officer from inception through December 2011. Ms. Malone has a degree in Business Administration from Grossmont College. She has also pursued extended studies in corporate law, benefits administration, and human resources. Ms. Malone’s extensive experience in finance, accounting, corporate governance, and securities regulation led to the conclusion that she should serve as a director of the Company.

Larry A. Zielke. Mr. Zielke has maintained a commercial law practice in Damascus, Ohio since 2001. Mr. Zielke served as director, Senior Vice-President and General Counsel of Lustros, Inc. in 2012 during the company’s startup in Chile. From 1994 to 2000, Mr. Zielke was General Counsel and Corporate Secretary of Sakhalin Energy Investment Company Ltd., resident first in Moscow and subsequently on Sakhalin Island. During this period, Mr. Zielke was a member of Sakhalin Energy’s Executive Management team that achieved the first export of oil from Russia by a non-Russian company, was the company’s lead negotiator for project financing from EBRD, OPIC and JEXIM, and was responsible for risk management and corporate compliance. From 1979 to 1994, he served as in-house counsel to Babcock & Wilcox and various other affiliates of McDermott International, Inc., which included experience from Cairo to Jakarta while residing in Dubai, United Arab Emirates. Mr. Zielke holds a Juris Doctor degree from the University of Akron, a B.S. in engineering physics and a Mechanical Engineer degree from Ohio State University. His engineering background included research for nuclear reactor core heat transfer design. In addition to being a licensed attorney, he was previously a licensed professional engineer. Mr. Zielke’s extensive experience in business and the law led to the conclusion that he should serve as a director of the Company.

Officers and Directors Added in the Acquisition:

Angelique De Maison – Founder and Executive Chairman. Ms. de Maison is responsible for the financing, vision and strategic direction of the Company. She is an accomplished investor, business strategist, capital formation expert and expert business advisor. Founder and CEO of Kensington & Royce, Ltd., a private investment company since 2006. Kensington & Royce has already successfully funded four companies from inception to public market, including Lustros, Inc. (LSTS).

18

Peter Voutsas – Founder, Chief Executive Officer, Chief Investment Officer and Director. With 38 years of experience in the jewelry business and great relationships all over the world in the industry, Peter Voutsas has been extremely successful.  Mr. Voutsas grew up in a single parent household in a poor family and poor neighborhood in New York, At the age of 14 he had an opportunity over the summer to work at Albithel Jewelry Manufacturing Company in Manhattan, one of the finest jewelry manufacturing company in the United States at the time. He was hired to clean the lavatories and office and as a messenger boy. He was allowed to watch the jewelers and learn when his regular work was completed. After six months he became a jeweler then polisher and eventually a diamond setter. At 16 years of age his mother remarried and his family relocated to Europe while Mr. Voutsas stayed on his own in New York

During the end of his traveling career Mr. Voutsas had a partnership opportunity to open and run a retail jewelry store in Beverly Hills California called James Elliot/Bez Ambar.  Originally there were four partners, however, in 2009 he had an opportunity to buy his partners out and take over the store.  He renamed the store Peter Marco Extraordinary Jewels of Beverly Hills after his two sons Peter and Marco. He has been in this location for approximately twelve years. Peter Marco Extraordinary Jewels of Beverly Hills’ location at 252 North Rodeo Drive 90210 is on one of the finest shopping streets in the world with 25 feet of window space on the famous Via Rodeo.

Nicholas Marlin – President, Chief Marketing Officer and Director. Nicholas Marlin is a highly successful entrepreneur with expertise in management, marketing and the Internet. He Co-Founded a leading online dating website, OneGoodLove.com. Mr. Marlin founded his own marketing company in 2008, Marlin Marketing, specializing in online marketing and advertising. Mr. Marlin earned his B.S. in Business Admin from Chapman University and an MBA in General Management from Cal Poly. He is also a former Olympic-level gymnast and US National Champion in the sport.

Ronald S. Loshin – Chief Visionary Officer and Director. Mr. Loshin has served as an expert consultant to the consumer banking and automobile industries since Founding Bank Lease consultant, Inc, in 1981. He is noted as one of the nation’s leading authorities in automobile leasing and finance. During his career, Mr. Loshin has consulted with virtually every major national and regional bank, auto manufacturer and their captive finance companies, investment banks, and service companies to the auto finance industry. More recently, Mr. Loshin has specialized in venture capital, business development, the Internet and the entertainment industry. Mr. Loshin has held the post of Post-Doctoral Fellow at UC Berkeley following his education at New York University, The London School of Economics and UC, Berkeley. Mr. Loshin is the Co-Author of The Auto Lending and Leasing Manual published by Warren, Gorham and Lamont and Founded and serves as the Co-Managing Director of The Association Of Consumer Vehicle Lessors (ACVL.net) whose member account for over 85% of all consumer automobile leasing in the US. He is Co-Founder of First Wives World, Inc. (firstwivesworld.com), the leading Internet resource center for women experiencing divorce. Mr. Loshin has served as Board member of The New York Ballet Theater and is actively working on funding for both Broadway musicals and a movie for a leading Broadway Producer. He continues to serve as a scholar consultant for The Gerson Lehrman Group (GLG).

Director Nomination

Criteria for Board Membership. In the future, in selecting candidates for appointment or re-election to the Board, the Board of Directors will consider the appropriate balance of experience, skills and characteristics required of the Board of Directors. Nominees for director will be selected on the basis of their depth and breadth of experience, integrity, ability to make independent analytical inquiries, understanding of the Company’s business environment, and willingness to devote adequate time to Board duties. The current board members were selected by the Custodian based upon their experience of working with public companies and due to their working relationship with respect to Lustros Inc.

Stockholder Nominees. The Company’s Board of Directors will consider written proposals from stockholders for nominees for director, provided such proposals meet the requirements described herein and in our Bylaws. Any such nominations should be submitted to the Board of Directors c/o the Secretary of the Company at our principal executive offices, located at 9025 Carlton Hills Blvd., Ste. B, Santee, CA 92071, and should include the following information: (a) all information relating to such nominee that is required to be disclosed pursuant to Regulation 14A under the Securities Exchange Act of 1934 (including such person’s written Proxy to being named in the proxy statement as a nominee and to serving as a director if elected); (b) the names and addresses of the stockholders making the nomination and the number of shares of the Company’s Common Stock which are owned beneficially and of record by such stockholders; and (c) appropriate biographical information and a statement as to the qualification of the nominee. All such items should be submitted in the time frame described in the Bylaws of the Company and under the caption, “Deadlines for Submission of Stockholder Proposal or Nominations” above.

19

Process for Identifying and Evaluating Nominees. The Board believes the Company is well-served by its current directors. In the ordinary course, absent special circumstances or a material change in the criteria for Board membership, the Board will re-nominate incumbent directors who continue to qualify for Board service and remain willing to serve as directors. If an incumbent director chooses not to stand for re-election, or if a vacancy on the Board occurs between annual stockholder meetings, the Nominating Committee will seek out potential candidates for Board appointment who meet the criteria for selection as a nominee. Director candidates will be selected based on input from members of the Board, senior management and, if the committee deems it appropriate, a third-party search firm. The Board will evaluate each candidate’s qualifications and check relevant references; in addition, such candidates will be interviewed by at least one member of the Board. Candidates meriting serious consideration will meet with all members of the Board. Based on this input, the committee will evaluate which of the prospective candidates is qualified to serve as a director and whether the committee should recommend to the Board that this candidate be appointed to fill a current vacancy on the Board, or presented for the approval of the stockholders, as appropriate. We have not paid any fees to any third party to assist in identifying or evaluating director candidates. The Nominating Committee will use a similar process to evaluate nominees recommended by Stockholders.

Board Meetings and Committees

Our current Board held no meetings during the fiscal year ended December 31, 2012. We have no committees of the Board of Directors, and all functions of an Audit Committee, a Compensation Committee and the Nominating Committee are performed by the full Board of Directors. During the last fiscal year, no director attended fewer than 75% of the sum of the total number of meetings of the Board of Directors and the total number of meetings of the committees upon which that director served, held subsequent to his becoming a director or his appointment to such committee. While members of our Board of Directors are not required to attend our Special Meeting of stockholders, they are encouraged to attend.

Communication between Stockholders and Directors

Stockholders or other interested parties may communicate with any director or committee of the Board by writing to them c/o Investor Relations, 9025 Carlton Hills Blvd., Ste. B, Santee, CA 92071 or by sending an e-mail to investorrelations@gepcoltd.com or by calling Trisha Malone at (909) 708-4303. Comments or questions regarding the Company’s accounting, internal controls or auditing matters should also be referred to Ms. Malone. All appropriate communications will be compiled by our Secretary and submitted to the Board of Directors or an individual director, as appropriate, on a periodic basis.

Fees of Independent Registered Public Accounting Firm and Board Preapproval of Registered Public Accounting Firm Services

Gruber & Co., LLC audited our financial statements for the fiscal year ended December 31, 2011. Aggregate fees billed to us by Gruber & Co., LLC for professional services rendered with respect to fiscal year ended December 31, 2011 were as follows:

	2011
Audit Fees	$	12,500
Audit-Related Fees		0
Tax Fees		0
All Other Fees		0
	$	12,500

20

M&K CPAs LLC audited our financial statements for the fiscal year ended December 31, 2012. Aggregate fees billed to us by M&K CPAs LLC for professional services rendered with respect to the fiscal year ended December 31, 2012 were as follows:

	2012
Audit Fees	$	4,000
Audit-Related Fees		0
Tax Fees		0
All Other Fees		0
	$	4,000

In the above table, in accordance with the SEC’s definitions and rules, “audit fees” are fees we paid for professional services for the audit of our consolidated financial statements included in our Form 10-K and the review of financial statements included in Form 10-Qs, and for services that are normally provided by the accountants in connection with statutory and regulatory filings or engagements; “audit-related fees” are fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements; and “tax fees” are fees for tax compliance, tax advice and tax planning.

All audit related services, tax services and other services rendered by the Company’s principal accountant were pre-approved by the Company’s Board of Directors at the time. The Board of Directors has adopted a pre-approval policy that provides for the pre-approval of all of the services that were performed for the Company by its principal accountant.

Audit Committee Report and Compensation Committee Report

The Company has not had either an audit committee or compensation committee in 2012 and has no current plans to establish either during 2013. Further, neither of our directors qualifies as “independent” or provides any independent oversight of our audit or compensation processes. 

Item 6.  Executive Compensation

The following table provides information as to compensation of all named executive officers of the Company, as defined under Item 402 of Regulation S-K, for each of the Company’s last two fiscal years, or the last fiscal year if the named executive officer was not a named executive officer in the previous fiscal year.

SUMMARY COMPENSATION TABLE

Name and principal position	Year	Salary	All Other Compensation	Total
Trisha Malone, Chief Financial Officer and Director (1)	2012 2011	$45,000 $5,775	$25,000 (3) $0	$70,000 $5,775
Larry A. Zielke, Vice President, Corporate Counsel and Director (2)	2012 2011	n/a n/a	n/a n/a	n/a n/a

(1) Ms. Malone served as a director from November 5, 2010, and Chief Financial Officer from June 23, 2010 through her resignation on September 13, 2012. Ms. Malone was appointed as Custodian of the Company on April 2, 2013 by the Eighth Judicial District Court of Clark County, Nevada pursuant to Nevada Revised Statutes 78.347. On April 9, 2013 the duly appointed Custodian of the Company appointed Trisha Malone as a Member of the Board of Directors as well as Chief Executive Officer, Chief Financial Officer and Secretary of the Company.

(2) On April 9, 2013 the duly appointed Custodian of the Company appointed Larry A. Zielke as a Member of the Board of Directors as well as Vice President and Corporate Counsel of the Company.

(3) The “All Other Compensation” paid to Ms. Malone in 2012 consisted of 250,000 restricted shares of Common Stock the Board of Directors of the Company elected to issue on July 10, 2012 as equity awards in lieu of partial payment to director and Chief Financial Officer Trisha Malone. The five day market value on the day of the grants was $0.10 per share. The value of these shares at the market price was recorded as legal and professional fee expense.

No executive officer received compensation during the fiscal year ended December 31, 2012 in excess of $100,000.

21

There are no outstanding equity awards or options to any executive officer issued or outstanding for services to the Company.

Employment Agreements

The Company has not entered into any employment contracts.

Director Compensation

Name	Fees earned or paid in cash ($)	Stock awards ($) (1)	Option awards ($)	Non-equity incentive plan compensation ($)	Nonqualified deferred compensation earnings ($)	All other compensation ($)	Total ($)
Thomas Hudson	–	$52,500	–	–	–	–	$52,500
Stephen Brown	–	$35,000	–	–	–	–	$35,000

On February 7, 2012 the Board of Directors of the Company elected to issue equity awards to directors Thomas Hudson and Stephen Brown. 150,000 restricted shares of Common Stock were issued to Mr. Hudson and 100,000 shares of Common Stock were issued to Mr. Brown. Market value on the day of the grants was $0.35 per share. The value of these shares at the market price was recorded as compensation expense.

The Company has not historically paid any other compensation to our directors.

Risk Management

The Company does not believe risks arising from its compensation policies and practices for its employees are reasonably likely to have a material adverse effect on the Company.

Item 7.  Certain Relationships and Transactions, and Director Independence

Common Stock Issuances

On February 7, 2012, the Board of Directors of the Company elected to issue equity awards to directors Thomas Hudson and Stephen Brown. 150,000 restricted shares of Common Stock were issued to Mr. Hudson and 100,000 shares of Common Stock were issued to Mr. Brown. Market value on the day of the grants was $0.35 per share. The value of these shares at the market price was recorded as compensation expense.

On July 10, 2012, the Board of Directors of the Company elected to issue equity awards in lieu of partial payment to director and Chief Financial Officer Trisha Malone, and Corporate Counsel, David Price. 250,000 restricted shares of Common Stock were issued to both Ms. Malone and Mr. Price. The five day market value on the day of the grants was $0.10 per share. The value of these shares at the market price was recorded as legal and professional fee expense.

On September 8, 2012, the Company and the founders of Wikifamilies SA entered into a Rescission Agreement, whereby the share consideration originally tendered by the corporation for the acquisition of the Wikifamilies SA assets, was Rescinded by Mutual agreement. This Rescission unwound the March 23, 2011, Exchange Agreement between the two parties, and Wikifamilies SA agreed to return the remaining 26,925,000 shares to Wikifamilies treasury, being the full balance of the original 31,500,000 shares tendered as part of the original Exchange Agreement and the Company returned its interest in Wikifamilies SA to the Wikifamilies SA founders.

22

Loans from Thomas Hudson

On February 14, 2012, Director Thomas Hudson loaned the Company a total of $50,000 for working capital needs. The loan was originally due on June 30, 2012. On August 17, 2012 Mr. Hudson agreed to extend the due date to September 30, 2012. The loan is currently in default. Should the Company, at its sole discretion, decide that it is not in a financial position to repay said funds in currency, both parties mutually agree that said amount repayable may be converted into common shares of the Company calculated at a rate per share of twenty five cents per share or at eighty percent (80%) of the previous week’s averaged closing price, whichever is the lesser. If the Company does not repay the loan in cash, as a penalty it shall provide Lender with one hundred thousand (100,000) options enabling him to purchase one hundred thousand (100,000) shares of Common Stock at a redemption price of twenty five cents ($.25) per share. Redemption of such options in entirety or in part is at the sole discretion of Lender. By way of interest on such loan, Lender shall be provided with two hundred thousand (200,000) options enabling him to purchase two hundred thousand (200,000) shares of Common Stock at a redemption price of twenty cents ($.20) per share being a total of forty thousand dollars ($40,000). Redemption of such options in entirety or in part is at the sole discretion of Lender. The options shall remain valid for a period of three years from the date of this Agreement, after which they shall become null and void. The loan was not repaid as of December 31, 2012. As the options were in lieu of interest, we recorded an interest expense at June 30, 2012 of $37,487, the fair value of the options.

Director Independence

The Company’s common stock is traded on the OTCQB, which does not maintain any standards regarding the independence of the directors on its Board of Directors. In absence of such requirements, we have elected to use the definition for “director independence” under the NYSE MKT rules.

Currently, we have six Directors, Angelique de Maison, Peter Voutsas, Trisha Malone, Nicholas Marlin, Ronald Loshin and Larry Zielke. None are considered “independent” as defined by the NYSE MKT Rules.

Change in Control

On April 17, 2013, the Company issued an aggregate of 10,000,000 shares of its Common Stock, representing approximately 24.07% of the issued and outstanding Common Stock of the Company, to our Chief Executive Officer, Chief Financial Officer, Secretary and director, Trisha Malone, to extinguish debt owed by the Company to Ms. Malone, and to retain her services as an officer of the Company. In addition, the Company issued 1,000,000 shares of Common Stock, representing 2.4% of the issued and outstanding Common Stock of the Company to our Vice President and Corporate Counsel, Larry A. Zielke to retain his services as an officer of the Company. In addition, the Company issued 8,835,580 shares of Common Stock, representing 21.25% of the issued and outstanding Common Stock to Walker River Investments Corp. to extinguish debt owed to Walker River. As a result, Ms. Malone and Walker River became control stockholders of the Company, holding an aggregate of 19,100,480 shares of Common Stock, representing approximately 46% of the voting control of the Company at the time.

Item 8.  Legal Proceedings

On April 8, 2013, former Chief Financial Officer and Director and present shareholder Trisha Malone was appointed as Custodian of the Company, by the Eighth Judicial District Court of Clark County, Nevada, pursuant to Nevada Revised Statutes 78.347. The Court further ordered that Ms. Malone is authorized to appoint new officers and directors of the Company, to send notice to all stockholders of record noticing a meeting of shareholders, to pay all fees owed to the SEC and to bring current all the Company's SEC filings.

The Court further ordered that all stocks issued as a result of the September 7, 2012 Share Exchange Agreement between the Company and ClairNET Ltd., a Hong Kong entity and their shareholders, are declared null and void and ordered to be returned to the Company or its transfer agent for cancellation. The Court further ordered that the License Agreement between the Company and ClairNET, Ltd. a Hong Kong entity, is declared null and void.

Finally, the Court ordered the cancellation of an aggregate of 26,925,000 shares of Common Stock to effectuate the Company's September 8, 2012 Rescission agreement with the founders of Wikifamilies SA.

23

On October 15, 2013, Gepco, Ltd. (the “Company”) entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with GemVest, Ltd. pursuant to which the Company purchased (the “Acquisition”)100% of the issued and outstanding capital stock (“GemVest Shares”) of GemVest, Ltd., a Nevada corporation (“GemVest”). The purchase price for the Shares set forth therein is 150,000,000 shares of the Company’s restricted Common Stock. As a result, the shareholders of GemVest, Ltd. became control stockholders of the Company, holding an aggregate of 150,000,000 shares of Common Stock, representing approximately 77% of the voting control of the Company at closing on December 6, 2013.

Item 9.  Market Price of and Dividends on Common Equity and Related Stockholder Matters

Our common stock has traded on the OTCQB under the symbol “KNSL” since August 17, 2009, under the ticker symbol “WFAM” since December 20, 2011 and under the symbol “GEPC” since October 8, 2013. The OTCQB is a regulated quotation service that displays real-time quotes, last-sale prices and volume information in over-the-counter equity securities. The OTCQB securities are traded by a community of market makers that enter quotes and trade reports. Over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. This market is extremely limited and any prices quoted may not be a reliable indication of the value of our common stock. Furthermore, the trading volume of our securities fluctuates and may be limited during certain periods. As a result of these volume fluctuations, the liquidity of an investment in our securities may be adversely affected. The following table sets forth the high and low sale prices per share of our common stock for the periods indicated as reported on the OTCQB. As of December 4, 2013, the closing-sale price for our common stock was $0.065 per share.

	Common Stock
	High	Low
2013:
Fourth Quarter (through December 4, 2013)	$0.09	$0.02
Third Quarter	$0.042	$0.01
Second Quarter	$0.0675	$0.005
First Quarter	$0.0289	$0.012
2012:
Fourth Quarter	$0.084	$0.01
Third Quarter	$0.105	$0.02
Second Quarter	$0.26	$0.08
First Quarter	$0.59	$0.1281
2011:
Fourth Quarter	$0.99	$0.11
Third Quarter	$2.40	$0.51
Second Quarter	$3.24	$1.05
First Quarter	$4.00	$2.50

Holders

As of December 4, 2013, there were 43,582,555 shares of common stock outstanding held by approximately 186 holders of record. The total outstanding common shares of the Company subsequent to the closing of the Acquisition was 193,582,555.

Dividends

Our Board of Directors has not declared a dividend on our Common Stock since inception and we do not anticipate the payments of dividends in the near future, as we intend to reinvest our profits to grow our business.

24

Equity Compensation Plans

We have no equity compensation plans as defined under Item 402 of Regulation S-K.

Item 10.  Recent Sales of Unregistered Securities

See the introductory paragraphs of this Item 2.01 above for a description of the private placement transaction consummated in conjunction with the Acquisition.

Other Recent Sales of Unregistered Securities

On January 10, 2012 Kirkland Trading SA purchased 100,000 shares of Common Stock for $.25 per share for a total of $25,000.

These issuances were effected without registration under the Securities Act of 1933, as amended, in reliance on the exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended, and/or Regulation D there under. Kirkland Trading SA is an accredited investor, no general solicitation or advertising was used in connection with the sale of the shares, and the Company has imposed appropriate limitations on resales. There was no underwriter involved in these sales.

Item 11.  Description of the Company’s Securities

The Company’s authorized capital stock consists of 250,000,000 shares of common stock at a par value of $0.001 per share and 15,000,000 shares of preferred stock at a par value of $0.001 per share.  As of December 4, 2013, there were 43,582,555 shares of the Company’s common stock issued and outstanding that are held by approximately 186 stockholders of record. The total outstanding common shares of the Company subsequent to the closing of the Acquisition was 193,582,555.

Holders of the Company’s common stock are entitled to one vote for each share on all matters submitted to a stockholder vote.  Holders of common stock do not have cumulative voting rights.  Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors.  Holders of the Company’s common stock representing a majority of the voting power of the Company’s common stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of stockholders.  A vote by the holders of a majority of the Company’s outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to the Company’s certificate of incorporation.

Holders of the Company’s common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds.  In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. The Company’s common stock has no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to the Company’s common stock.

The Company’s preferred stock is “blank check” preferred stock, and no series of preferred stock has been authorized.  

Item 12.  Indemnification of Directors and Officers

The Company’s certificate of incorporation and by-laws contains certain provisions permitted under Nevada Business Corporation Law relating to the liability of directors. The provisions eliminate a director’s liability for monetary damages for a breach of fiduciary duty, except in certain circumstances where such liability may not be eliminated under applicable law. Further, the Company’s certificate of incorporation and by-laws contain provisions to indemnify the Company’s directors and officers to the fullest extent permitted by Nevada Business Corporation Law.

25

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

Form 10 Item 13.  Financial Statements and Supplementary Data

Reference is made to the filings by the Company on Forms 10-K and 10-Q for the Company’s financial statements for the year ended December 31, 2012, and the quarters ended March 31, 2013, June 30, 2013 and September 30, 2013, respectively. GemVest’s financial statements are referenced in Item 9.01 below.

Form 10 Item 14.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Form 10 Item 15. Exhibits.

See Item 9.01.

Item 3.02  Unregistered Sales of Equity Securities

See Item 2.01 above for a description of the Acquisition.

Common Stock

The holders of common stock are entitled to one vote per share. The holders of common stock are entitled to receive ratably such dividends, if any, as may be declared by the board of directors out of legally available funds. However, the current policy of the board of directors is to retain earnings, if any, for operations and growth. Upon liquidation, dissolution or winding-up, the holders of common stock are entitled to share ratably in all assets that are legally available for distribution. The holders of common stock have no preemptive, subscription, redemption or conversion rights. The rights, preferences and privileges of holders of common stock are subject to, and may be adversely affected by, the rights of the holders of any series of preferred stock, which may be designated solely by action of the board of directors and issued in the future.

Stock Options

There are currently no outstanding stock options.

Certificate of Incorporation and By-laws

Our Certificate of Incorporation and by-laws include provisions that may have the effect of delaying or preventing a change of control or changes in our management. These provisions include:

· the right of the board of directors to elect a director to fill a vacancy created by the resignation of a director or the expansion of the board of directors;

· the requirement for advance notice for nominations of candidates for election to the board of directors or for proposing matters that can be acted upon at a stockholders’ meeting (as set forth in the Bylaws which require notice to be given least ten (10) and not more than sixty (60) days prior to each meeting, and notice of each special meeting shall also state the purpose or purposes for which it has been called.);

· the right of our board of directors to alter our bylaws without stockholder approval.

26

Transfer Agent

Our transfer agent is Continental Stock Transfer & Trust Co., 17 Battery Place, 8th Floor, New York, New York 10004.

Item 5.01 Changes in Control of Registrant.

See Item 2.01.

Item 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

See Item 2.01 above.

Item 5.06   Change in Shell Company Status.

As a result of the consummation of the Acquisition described in Items 1.01 and 2.01 of this Current Report on Form 8-K, the Company believes that it is no longer a “shell corporation,” as that term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act.

Item 9.01   Financial Statements and Exhibits.

(a) Audited Financial statements of GemVest, Ltd. are attached hereto as Exhibit 99.1.

(b) Pro forma financial information is attached hereto as Exhibit 99.2.

(c) Shell Company Transactions. See (a) and (b) of this Item 9.01.

(d) Exhibits

Exhibit No.	Description
2.1	Stock Purchase Agreement between Gepco, Ltd. and GemVest, Ltd. (1)
3.1	Certificate of Incorporation of Gemvest, Ltd.
3.2	Bylaws of GemVest, Ltd.
21.1	List of Subsidiaries of Gepco, Ltd.
23	Auditors Consent

____________

(1) Incorporated by reference from our Current Report on Form 8-K filed October 15, 2013.

SIGNATURES

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.

	Gepco Ltd.
Dated:   December 12, 2013	By:	/s/ Trisha Malone
		Chief Financial Officer

27

EX-3.1

Exhibit 3.1

 

Job Contents:
File Stamped Copy(s):	1
Copy Charter(s):	1
ILO-ALO Profit(s):	1

1

 

1. Name of Corporation:

GEMVEST LTD.

2. Registered Agent for Service of Process:

[X] Commercial Registered Agent: EASTBIZ.COM, INC.

3. Authorized Stock:

Number of shares with par value: 100000

Par value per share: $0.0010

Number of shares without par value: 0

4. Names and Addresses of the Board of Directors/Trustees:

1) ANGELIQUE DE MAISON

1005 S. CENTER ST.

REDLANDS, CA 92373

5. Purpose:

The purpose of the corporation shall be: ANY LEGAL PURPOSE

6. Name, Address and Signature of Incorporator:

I declare, to the best of my knowledge under penalty of perjry, that the information contained herein is correct and acknowledge that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing in the Office of the Secretary of State.

ANGELIQUE DE MAISON

Name

/s/ ANGELIQUE DE MAISON                             

Incorporator Signature

1005 S. CENTER ST.

REDLANDS

CA 92373

7. Certificate of Acceptance of Appointment of Registered Agent:

I hereby accept appointment as Registered Agent for the above name Entity.

/s/ EASTBIZ.COM, INC.                                   10/2/2013

Authorized Signature                                        Date

2

 

Certificate of Acceptance of Appointment by Registered Agent:

In the matter of GemVest Ltd.

I, EastBiz.com Inc. am a commercial registered agent listed with the Nevada Secretary of State, and hereby state that on 10/02/2013, I accepted the appointment as registered agent for the above named business entity.

Signature:

/s/ signature                       10/2/13

3

 

CORPORATE CHARTER

I, ROSS MILLER, the duly elected and qualified Nevada Secretary of State, do hereby certify that GEMVEST LTD., did on October 2, 2013, file in this office the original Articles of Incorporation: that said Articles of Incorporation are now on file and of record in the office of the Secretary of State of the State of Nevada, and further, that said Articles contain all the provisions required by the law of said State of Nevada.

  IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office on October 2, 2013. /s/ Ross Miller   ROSS MILLER Secretary of State

Certified By: Electronic Filing

Certificate Number: C21031002-5045

You may verify this certificate

online at http://www.nvsos.gov/

4

EX-3.2

Exhibit 3.2

BY-LAWS

Of

GemVest, Ltd.

ARTICLE I

The Corporation

Section 1. Name. The legal name of this corporation (hereinafter called the "Corporation") is Gemvest, Ltd.

Section 2. Offices. The Corporation shall have its registered office in the State of Nevada at the location of its registered agent in the State of Nevada as stated in its Articles of Incorporation or as otherwise designated by the Board of Directors. The Corporation may also have offices at such other places within and without the United States as the Board of Directors may from time to time appoint or the business of the Corporation may require.

Section 3. Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words "Corporate Seal, Nevada". One or more duplicate dies for impressing such seal may be kept and used.

ARTICLE II

Meetings of Shareholders

Section 1. Place of Meetings. All meetings of the shareholders shall be held at any place, within or without the State of Nevada, as is fixed in the notice of the meeting.

Section 2. Annual Meeting. An annual meeting of the shareholders of the Corporation for the election of directors and the transaction of such other business as may properly come before the meeting shall be held on the date and at the time designated by the Board of Directors. If for any reason any annual meeting shall not be held at the time herein specified, the same may be held at any time thereafter upon notice, as herein provided, or the business thereof may be transacted at any special meeting called for the purpose.

1

Section 3. Special Meetings. Special meetings of shareholders may be called by the President whenever he deems it necessary or advisable. A special meeting of the shareholders shall be called by the President whenever so directed in writing by a majority of the entire Board of Directors or whenever the holders of one-third (1/3) of the number of shares of the capital stock of the Corporation entitled to vote at such meeting shall, in writing, request the same.

Section 4. Notice of Meetings. Notice of the time and place of the annual and of each special meeting of the shareholders shall be given to each of the shareholders entitled to vote at such meeting by mailing the same in a postage prepaid wrapper addressed to each such shareholders at his address as it appears on the books of the Corporation, or by delivering the same personally to any such shareholder in lieu of such mailing, at least ten (10) and not more than sixty (60) days prior to each meeting. Meetings may be held without notice if all of the shareholders entitled to vote thereat are present in person or by proxy, or if notice thereof is waived by all such shareholders not present in person or by proxy, before or after the meeting. Notice by mail shall be deemed to be given when deposited, with postage thereon prepaid, in the United States mail. If a meeting is adjourned to another time, not more than thirty (30) days hence, or to another place, and if an announcement of the adjourned time or place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting unless the Board of Directors, after adjournment fix a new record date for the adjourned meeting. Notice of the annual and each special meeting of the shareholders shall indicate that it is being issued by or at the direction of the person or persons calling the meeting, and shall state the name and capacity of each such person. Notice of each special meeting shall also state the purpose or purposes for which it has been called. Neither the business to be transacted at nor the purpose of the annual or any special meeting of the shareholders need be specified in any written waiver of notice.

Section 5. Record Date for Shareholders. For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or other distribution or the allotment of any rights, or entitled to exercise any rights in respect of any change, conversion, or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action.

2

If no record date is fixed, the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day on which the meeting is held; the record date for determining shareholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed; and the record date for determining shareholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 6. Proxy Representation. Every shareholder may authorize another person or persons to act for him by proxy in all matters in which a shareholder is entitled to participate, whether by waiving notice of any meeting, voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the shareholder or by his attorney-in-fact. No proxy shall be voted or acted upon after eleven (11) months from its date unless such proxy provides for a longer period. Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided in Section 608 of the Nevada Business Corporation Law.

Section 7. Voting at Shareholders' Meetings. Each share of stock shall entitle the holder thereof to one vote. In the election of directors, a plurality of the votes cast shall elect. Any other action shall be authorized by a majority of the votes cast except where the Nevada Business Corporation Law prescribes a different percentage of votes or a different exercise of voting power. In the election of directors, and for any other action, voting need not be by ballot.

Section 8. Quorum and Adjournment. Except for a special election of directors pursuant to the Nevada Business Corporation Law, the presence, in person or by proxy, of the holders of a majority of the shares of the stock of the Corporation outstanding and entitled to vote thereat shall be requisite and shall constitute a quorum at any meeting of the shareholders. When a quorum is once present to organize a meeting, it shall not be broken by the subsequent withdrawal of any shareholders. If at any meeting of the shareholders there shall be less than a quorum so present, the shareholders present in person or by proxy and entitled to vote thereat, may adjourn the meeting from time to time until a quorum shall be present, but no business shall be transacted at any such adjourned meeting except such as might have been lawfully transacted had the meeting not adjourned.

3

Section 9. List of Shareholders. The officer who has charge of the stock ledger of the Corporation shall prepare, make and certify, at least ten (10) days before every meeting of shareholders, a complete list of the shareholders, as of the record date fixed for such meeting, arranged in alphabetical order, and showing the address of each shareholder and the number of shares registered in the name of each shareholder. Such list shall be open to the examination of any shareholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city or other municipality or community where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any shareholder who is present. If the right to vote at any meeting is challenged, the inspectors of election, if any, or the person presiding thereat, shall require such list of shareholders to be produced as evidence of the right of the persons challenged to vote at such meeting, and all persons who appear from such list to be shareholders entitled to vote thereat may vote at such meeting.

Section 10. Inspectors of Election. The Board of Directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If an inspector or inspectors are not appointed, the person presiding at the meeting may, and at the request of any shareholder entitled to vote thereat shall, appoint one or more inspectors.

In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the Board of Directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of the inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all shareholders. On request of the person presiding at the meeting or any shareholder entitled to vote thereat, the inspector or inspectors, if any, shall make a report in writing of any challenge, question or matter determined by him or them and execute a certificate of any fact found by him or them. Any report or certificate made by the inspector or inspectors shall be prima facie evidence of the facts stated and of the vote as certified by them.

4

Section 11. Action of the Shareholders Without Meetings. Any action which may be taken at any annual or special meeting of the shareholders may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of the number of shares required to take action if a meeting had been held to vote thereon. Written consent thus given by the holders of all outstanding shares entitled to vote shall have the same effect as a vote of the shareholders.

ARTICLE III

Directors

Section 1. Number of Directors. The number of directors which shall constitute the entire Board of Directors shall be at least one (1). Subject to the foregoing limitation, such number may be fixed from time to time by action of a majority of the entire Board of Directors or of the shareholders at an annual or special meeting, or, if the number of directors is not so fixed, the number shall be one (1). No decrease in the number of directors shall shorten the term of any incumbent director.

Section 2. Election and Term. The initial Board of Directors shall be elected by the incorporator and each initial director so elected shall hold office until the first annual meeting of shareholders and until his successor has been elected and qualified. Thereafter, each director who is elected at an annual meeting of shareholders, and each director who is elected in the interim to fill a vacancy or a newly created directorship, shall hold office until the next annual meeting of shareholders and until his successor has been elected and qualified.

Section 3. Filling Vacancies, Resignation and Removal. Any director may tender his resignation at any time. Any director or the entire Board of Directors may be removed, with or without cause, by vote of the shareholders. In the interim between annual meetings of shareholders or special meetings of shareholders called for the election of directors or for the removal of one or more directors and for the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the resignation or removal of directors for cause or without cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum, or by the sole remaining director.

Section 4. Qualifications and Powers. Each director shall be at least eighteen (18) years of age. A director need not be a shareholder, a citizen of the United States or a resident of the State of Nevada. The business of the Corporation shall be managed by the Board of Directors, subject to the provisions of the Certificate of Incorporation.

In addition to the powers and authorities by these By-Laws expressly conferred upon it, the Board may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws directed or required to be exercised or done exclusively by the shareholders.

5

Section 5. Regular and Special Meetings of the Board. The Board of Directors may hold its meetings, whether regular or special, either within or without the State of Nevada. The newly elected Board may meet at such place and time as shall be fixed by the vote of the shareholders at the annual meeting, for the purpose of organization or otherwise, and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a majority of the entire Board shall be present; or they may meet at such place and time as shall be fixed by the consent in writing of all directors. Regular meetings of the Board may be held with or without notice at such time and place as shall from time to time be determined by resolution of the Board. Whenever the time or place of regular meetings of the Board shall have been determined by resolution of the Board, no regular meetings shall be held pursuant to any resolution of the Board altering or modifying its previous resolution relating to the time or place of the holding of regular meetings, without first giving at least three (3) days written notice to each director, either personally or by telegram, or at least five (5) days written notice to each director by mail, of the substance and effect of such new resolution relating to the time and place at which regular meetings of the Board may thereafter be held without notice. Special meetings of the Board shall be held whenever called by the President, Vice-President, the Secretary or any director in writing. Notice of each special meeting of the Board shall be delivered personally to each director or sent by telegraph to his residence or usual place of business at least three (3) days before the meeting, or mailed to him to his residence or usual place of business at least five (5) days before the meeting. Meetings of the Board, whether regular or special, may be held at any time and place, and for any purpose, without notice, when all the directors are present or when all directors not present shall, in writing, waive notice of and consent to the holding of such meeting, which waiver and consent may be given after the holding of such meeting. All or any of the directors may waive notice of any meeting and the presence of a director at any meeting of the Board shall be deemed a waiver of notice thereof by him. A notice, or waiver of notice, need not specify the purpose or purposes of any regular or special meeting of the Board.

Section 6. Quorum and Action. A majority of the entire Board of Directors shall constitute a quorum except that when the entire Board consists of one director, then one director shall constitute a quorum, and except that when a vacancy or vacancies prevents such majority, a majority of the directors in office shall constitute a quorum, provided that such majority shall constitute at least one-third (1/3) of the entire Board. A majority of the directors present, whether or not they constitute a quorum, may adjourn a meeting to another time and place. Except as herein otherwise provided, and except as otherwise provided by the Nevada Business Corporation Law, the vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.

Section 7. Telephonic Meetings. Any member or members of the Board of Directors, or of any committee designated by the Board, may participate in a meeting of the Board, or any such committee, as the case may be, by means of conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time, and participation in a meeting by such means shall constitute presence in person at such meeting.

Section 8. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Section 9. Compensation of Directors. By resolution of the Board of Directors, the directors may be paid their expenses, if any, for attendance at each regular or special meeting of the Board or of any committee designated by the Board and may be paid a fixed sum for attendance at such meeting, or a stated salary as director, or both. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefore; provided, however, that directors who are also salaried officers shall not receive fees or salaries as directors.

6

ARTICLE IV

Committees

Section 1. In General. The Board of Directors may, by resolution or resolutions passed by the affirmative vote therefore of a majority of the entire Board, designate an Executive Committee and such other committees as the Board may from time to time determine, each to consist of one (1) or more directors, and each of which, to the extent provided in the resolution or in the Certificate of Incorporation or in the By-Laws, shall have all the powers of the Board, except that no such Committee shall have power to fill vacancies in the Board, or to change the membership of or to fill vacancies in any committee, or to make, amend, repeal or adopt By-Laws of the Corporation, or to submit to the shareholders any action that needs shareholder approval under these By-Laws or the Nevada Business Corporation Law, or to fix the compensation of the directors for serving on the Board or any committee thereof, or to amend or repeal any resolution of the Board which by its terms shall not be so amendable or repealable. Each committee shall serve at the pleasure of the Board. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

Section 2. Executive Committee. Except as otherwise limited by the Board of Directors or by these By-Laws, the Executive Committee, if so designated by the Board of Directors, shall have and may exercise, when the Board is not in session, all the powers of the Board of Directors in the management of the business and affairs of the Corporation, and shall have power to authorize the seal of the Corporation to be affixed to all papers which may require it. The Board shall have the power at any time to change the membership of the Executive Committee, to fill vacancies in it, or to dissolve it. The Executive Committee may make rules for the conduct of its business and may appoint such assistance as it shall from time to time deem necessary. A majority of the members of the Executive Committee, if more than a single member, shall

ARTICLE V

Officers

Section 1. Designation, Term and Vacancies. The officers of the Corporation shall be a President, one or more Vice-Presidents, a Secretary, a Treasurer, and such other officers as the Board of Directors may from time to time deem necessary. Such officers may have and perform the powers and duties usually pertaining to their respective offices, the powers and duties respectively prescribed by law and by these By-Laws, and such additional powers and duties as may from time to time be prescribed by the Board. The same person may hold any two or more offices, except that the offices of President and Secretary may not be held by the same person unless all the issued and outstanding stock of the Corporation is owned by one person, in which instance such person may hold all or any combination of offices.

The initial officers of the Corporation shall be appointed by the initial Board of Directors, each to hold office until the meeting of the Board of Directors following the first annual meeting of shareholders and until his successor has been appointed and qualified. Thereafter, the officers of the Corporation shall be appointed by the Board as soon as practicable after the election of the Board at the annual meeting of shareholders, and each officer so appointed shall hold office until the first meeting of the Board of Directors following the next annual meeting of shareholders and until his successor has been appointed and qualified. Any officer may be removed at any time, with or without cause, by the affirmative note therefore of a majority of the entire Board of Directors. All other agents and employees of the Corporation shall hold office during the pleasure of the Board of Directors. Vacancies occurring among the officers of the Corporation shall be filled by the Board of Directors. The salaries of all officers of the Corporation shall be fixed by the Board of Directors.

7

Section 2. President. The President shall preside at all meetings of the shareholders and at all meetings of the Board of Directors at which he may be present.

Subject to the direction of the Board of Directors, he shall be the chief executive officer of the Corporation, and shall have general charge of the entire business of the Corporation. He may sign certificates of stock and sign and seal bonds, debentures, contracts or other obligations authorized by the Board, and may, without previous authority of the Board, make such contracts as the ordinary conduct of the Corporation's business requires. He shall have the usual powers and duties vested in the President of a corporation. He shall have power to select and appoint all necessary officers and employees of the Corporation, except those selected by the Board of Directors, and to remove all such officers and employees except those selected by the Board of Directors, and make new appointments to fill vacancies. He may delegate any of his powers to a Vice-President of the Corporation.

Section 3. Vice-President. A Vice-President shall have such of the President's powers and duties as the President may from time to time delegate to him, and shall have such other powers and perform such other duties as may be assigned to him by the Board of Directors. During the absence or incapacity of the President, the Vice-President, or, if there be more than one, the Vice-President having the greatest seniority in office, shall perform the duties of the President, and when so acting shall have all the powers and be subject to all the responsibilities of the office of President.

Section 4. Treasurer. The Treasurer shall have custody of such funds and securities of the Corporation as may come to his hands or be committed to his care by the Board of Directors. Whenever necessary or proper, he shall endorse on behalf of the Corporation, for collection, checks, notes, or other obligations, and shall deposit the same to the credit of the Corporation in such bank or banks or depositaries, approved by the Board of Directors as the Board of Directors or President may designate. He may sign receipts or vouchers for payments made to the Corporation, and the Board of Directors may require that such receipts or vouchers shall also be signed by some other officer to be designated by them. Whenever required by the Board of Directors, he shall render a statement of his cash accounts and such other statements respecting the affairs of the Corporation as may be required. He shall keep proper and accurate books of account. He shall perform all acts incident to the office of Treasurer, subject to the control of the Board.

Section 5. Secretary. The Secretary shall have custody of the seal of the Corporation and when required by the Board of Directors, or when any instrument shall have been signed by the President duly authorized to sign the same, or when necessary to attest any proceedings of the shareholders or directors, shall affix it to any instrument requiring the same and shall attest the same with his signature, provided that the seal may be affixed by the President or Vice-President or other officer of the Corporation to any document executed by either of them respectively on behalf of the Corporation which does not require the attestation of the Secretary.

He shall attend to the giving and serving of notices of meetings. He shall have charge of such books and papers as properly belong to his office or as may be committed to his care by the Board of Directors. He shall perform such other duties as appertain to his office or as may be required by the Board of Directors.

Section 6. Delegation. In case of the absence of any officer of the Corporation, or for any other reason that the Board of Directors may deem sufficient, the Board may temporarily delegate the powers or duties, or any of them, of such officer to any other officer or to any director.

8

ARTICLE VI

Stock

Section 1. Certificates Representing Shares. All certificates representing shares of the capital stock of the Corporation shall be in such form not inconsistent with the Certificate of Incorporation, these By-Laws or the laws of the State of Nevada of the Business Corporation Law. Such shares shall be approved by the Board of Directors, and shall be signed by the President or a Vice-President and by the Secretary or the Treasurer and shall bear the seal of the Corporation and shall not be valid unless so signed and sealed. Certificates countersigned by a duly appointed transfer agent and/or registered by a duly appointed registrar shall be deemed to be so signed and sealed whether the signatures be manual or facsimile signatures and whether the seal be a facsimile seal or any other form of seal. All certificates shall be consecutively numbered and the name of the person owning the shares represented thereby, his residence, with the number of such shares and the date of issue, shall be entered on the Corporation's books. All certificates surrendered shall be cancelled and no new certificates issued until the former certificates for the same number of shares shall have been surrendered and cancelled, except as provided for herein.

In case any officer or officers who shall have signed or whose facsimile signature or signatures shall have been affixed to any such certificate or certificates, shall cease to be such officer or officers of the Corporation before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be adopted by the Corporation, and may be issued and delivered as though the person or persons who signed such certificates, or whose facsimile signature or signatures shall have been affixed thereto, had not ceased to be such officer or officers of the Corporation.

Any restriction on the transfer or registration of transfer of any shares of stock of any class or series shall be noted conspicuously on the certificate representing such shares.

Section 2. Fractional Share Interests. The Corporation, may, but shall not be required to, issue certificates for fractions of a share. If the Corporation does not issue fractions of a share, it shall: (1) arrange for the disposition of fractional interests by those entitled thereto; (2) pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined; or (3) issue scrip or warrants in registered or bearer form which shall entitle the holder to receive a certificate for a full share upon the surrender of such scrip or warrants aggregating a full share. A certificate for a fractional share shall, but scrip or warrants shall not unless otherwise provided therein, entitle the holder to exercise voting rights, to receive dividends thereon, and to participate in any distribution of the assets of the Corporation in the event of liquidation. The Board of Directors may cause scrip or warrants to be issued subject to the conditions that they shall become void if not exchanged for certificates representing full shares before a specified date, or subject to the condition that the shares for which scrip or warrants are exchangeable may be sold by the Corporation and the proceeds thereof distributed to the holders of scrip or warrants, or subject to any other conditions which the Board of Directors may impose.

9

Section 3. Addresses of Shareholders. Every shareholder shall furnish the Corporation with an address to which notices of meetings and other notices may be served upon or mailed to him, and in default thereof notices may be addressed to him at his last known post office address.

Section 4. Stolen, Lost or Destroyed Certificates. The Board of Directors may in its sole discretion direct that a new certificate or certificates of stock be issued in place of any certificate or certificates of stock theretofore issued by the Corporation, alleged to have been stolen, lost or destroyed, and the Board of Directors when authorizing the issuance of such new certificate or certificates, may, in its discretion, and as a condition precedent thereto, require the owner of such stolen, lost or destroyed certificate or certificates or his legal representatives to give to the Corporation and to such registrar or registrars and/or transfer agent or transfer agents as may be authorized or required to countersign such new certificate or certificates, a bond in such sum as the Corporation may direct not exceeding double the value of the stock represented by the certificate alleged to have been stolen, lost or destroyed, as indemnity against any claim that may be made against them or any of them for or in respect of the shares of stock represented by the certificate alleged to have been stolen, lost or destroyed.

Section 5. Transfers of Shares. Upon compliance with all provisions restricting the transferability of shares, if any, transfers of stock shall be made only upon the books of the Corporation by the holder in person or by his attorney thereunto authorized by power of attorney duly filed with the Secretary of the Corporation or with a transfer agent or registrar, if any, upon the surrender and cancellation of the certificate or certificates for such shares properly endorsed and the payment of all taxes due thereon. The Board of Directors may appoint one or more suitable banks and/or trust companies as transfer agents and/or registrars of transfers, for facilitating transfers of any class or series of stock of the Corporation by the holders thereof under such regulations as the Board of Directors may from time to time prescribe. Upon such appointment being made all certificates of stock of such class or series thereafter issued shall be countersigned by one of such transfer agents and/or one of such registrars of transfers, and shall not be valid unless so countersigned.

ARTICLE VII

Dividends and Finance

Section 1. Dividends. The Board of Directors shall have power to fix and determine and to vary, from time to time, the amount of the working capital of the Corporation before declaring any dividends among its shareholders, and to direct and determine the use and disposition of any net profits or surplus, and to determine the date or dates for the declaration and payment of dividends and to determine the amount of any dividend, and the amount of any reserves necessary in their judgment before declaring any dividends among its shareholder, and to determine the amount of the net profits of the Corporation from time to time available for dividends.

Section 2. Fiscal Year. The fiscal year of the Corporation shall end on the Sunday nearest September 30 in each year and shall begin on the next succeeding day, or shall be for such other period as the Board of Directors may from time to time designate with the consent of the Department of Taxation and Finance, where applicable.

10

ARTICLE VIII

Miscellaneous Provisions

Section 1. Stock of Other Corporations. The Board of Directors shall have the right to authorize any director, officer or other person on behalf of the Corporation to attend, act and vote at meetings of the shareholders of any corporation in which the Corporation shall hold stock, and to exercise thereat any and all rights and powers incident to the ownership of such stock, and to execute waivers of notice of such meetings and calls therefore; and authority may be given to exercise the same either on one or more designated occasions, or generally on all occasions until revoked by the Board. In the event that the Board shall fail to give such authority, such authority may be exercised by the President in person or by proxy appointed by him on behalf of the Corporation.

Any stocks or securities owned by this Corporation may, if so determined by the Board of Directors, be registered either in the name of this Corporation or in the name of any nominee or nominees appointed for that purpose by the Board of Directors.

Section 2. Books and Records. Subject to the Nevada Business Corporation Law, the Corporation may keep its books and accounts outside the State of Nevada.

Section 3. Notices. Whenever any notice is required by these By-Laws to be given, personal notice is not meant unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in a post office box in a sealed postpaid wrapper, addressed to the person entitled thereto at his last known post office address, and such notice shall be deemed to have been given on the day of such mailing.

Whenever any notice whatsoever is required to be given under the provisions of any law, or under the provisions of the Certificate of Incorporation or these By-Laws a waiver in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

Section 4. Amendments. Except as otherwise provided herein, these By-Laws may be altered, amended or repealed and By-Laws may be made at any annual meeting of the shareholders or at any special meeting thereof if notice of the proposed alteration, amendment or repeal, or By-Law or By-Laws to be made be contained in the notice of such special meeting, by the holders of a majority of the shares of stock of the Corporation outstanding and entitled to vote thereat; or by a majority of the Board of Directors at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors, if notice of the proposed alteration, amendment or repeal, or By-Law or By-Laws to be made, be contained in the notice of such special meeting.

11

EX-21.1

Exhibit 21.1

GemVest, Ltd., a Nevada corporation

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the inclusion of our report dated December 11, 2013 relating to our audit of the financial statements of GemVest, Ltd. as of and for the period ended November 30, 2013 that appears in this Current Report on Form 8-K filed on December 12, 2013

/s/ M&K CPAS, PLLC

www.mkacpas.com

Houston, Texas

December 12, 2013

EX-99.1

Exhibit 99.1

 

GemVest, Ltd.

(A Development Stage Company)

Audited Financial Statements

October 2, 2013 (Inception) through November 30, 2013

1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

GemVest, Ltd.

(A Development Stage Company)

We have audited the accompanying balance sheet of GemVest, Ltd. (A Development Stage Company) as of November 30, 2013 and the related statement of operations, changes in stockholders' equity and cash flows from October 2, 2013 (inception) to November 30, 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of GemVest, Ltd. (A Development Stage Company) as of November 30, 2013, and the results of its operations and cash flows for the period described above in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has not generated any revenue since inception, and based upon current operating levels, requires additional debt or equity financing, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ M&K CPAS, PLLC

www.mkacpas.com

Houston, Texas

December 11, 2013

2

GemVest, Ltd.

(A Development Stage Company)

Balance Sheet

	November 30, 2013
ASSETS
TOTAL ASSETS	$	–
LIABILITIES AND STOCKHOLDERS' EQUITY
Total Liabilities		–
Stockholders' Equity
Common stock, $.001 par value, 100,000 shares authorized, 100,000 shares issued and outstanding		100
Paid in capital		(100	)
Deficit accumulated during development stage		–
Total Stockholders Equity		–
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	–

See notes to financial statements. 

3

GemVest, Ltd.

(A Development Stage Company)

Statement of Operations

	From October 2, 2013 (Inception) to November 30, 2013
Revenue	$	–
Cost of goods sold		–
Gross profit/(loss)		–
Operating expenses
Total expenses		–
Ordinary loss		–
Other income/(expense)		–
Net loss	$	–
Net loss per share	$	–
Weighted average common shares		100,000

See notes to financial statements.

4

GemVest, Ltd.

(A Development Stage Company)

Statement of Cash Flows

	From October 2, 2013 (Inception) to November 30, 2013
Cash flows from operating activities
Net income/(loss)	$	–
Cash used in operations
Total cash used in operations		–
Cash flows from investing activities
Total cash used in investing activities		–
Cash from financing activities
Total cash from financing activities		–
INCREASE (DECREASE) IN CASH		–
BEGINNING CASH		–
ENDING CASH	$	–
Supplemental disclosure of cash flow information:
Stock issued to founders		100,000

See notes to financial statements.

5

GemVest, Ltd.

(A Development Stage Company)

Statements of Stockholder's Equity

From October 2, 2013 (Inception) to November 30, 2013

	Number of Shares Outstanding		Common Stock at Par Value		Paid in Capital			Deficit Accumulated During Development Stage		Total Stockholders Equity
Beginning balance		–		–		–			–		–
Stocks issued to founders		100,000		100		(100	)		–		–
Net loss November 30, 2013		–		–		–			–		–
Balance at November 30, 2013		100,000		100		(100	)		–		–

See notes to financial statements.

6

GemVest, Ltd.

(A Development Stage Company)

Notes to Audited Financial Statements

For the period ended November 30, 2013

NOTE 1:   HISTORY OF OPERATIONS

GemVest, Ltd. (“GemVest” or the “Company”) was incorporated on October 2, 2013 in the State of Nevada.  

The Company intends to sell and broker high end rare investment grade diamonds that are obtained from wholesale diamond cutters all over the world with which our Chief Executive Officer, Peter Voutsas, has long, outstanding relationships and from individuals and estates seeking liquidity who possess investment grade diamonds and heirloom quality jewelry.

On October 15, 2013, the Company entered into a Stock Purchase Agreement with Gepco, Ltd. pursuant to which the Company shall sell 100% of the issued and outstanding capital stock (“Shares”) of Gemvest to Gepco, Ltd. The purchase price for the Shares shall be 150,000,000 shares of Gepco, Ltd.’s Common Stock. Closing of the agreement is subject to several closing conditions and was closed on December 6, 2013.

NOTE 2:   GOING CONCERN

The Company has not generated any revenue since inception. Accordingly, the Company’s ability to identify and accomplish a business strategy and to ultimately achieve profitable operations is dependent upon its ability to obtain additional debt or equity financing.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

NOTE 3:   SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America.

Revenue Recognition

Revenue is recognized net of indirect taxes, rebates and trade discounts and consists primarily of the sale of products, and services rendered.

Revenue is recognized in accordance with Accounting Standards Codification Topic No. 605-10-S99 “Revenue Recognition” (ASC 605-10-S99) when the following criteria are met:

· evidence of an arrangement exists;

· delivery has occurred or services have been rendered and the significant risks and rewards of ownership have been transferred to the purchaser;

· transaction costs can be reliably measured;

· the selling price is fixed or determinable; and

· collectability is reasonably assured.

7

Estimates

The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Fair Value of Financial Instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10 35-37 are described below:

Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data.

In accordance with ASC 820, the following table presents the Company’s fair value hierarchy for its financial assets (investments) as of November 30, 2013:

Level	October 2, 2013 (Inception) Through November 30, 2013
Level 1	-
Level 2	-
Level 3	-

8

Income Taxes

Accounting Standards Codification Topic No. 740 “Income Taxes” (ASC 740) requires the asset and liability method of accounting be used for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Earnings (Loss) Per Share

Per Accounting Standards Codification Topic 260 “Earnings Per Share” (ASC 260), basic EPS is determined using net income divided by the weighted average shares outstanding during the period. Diluted EPS is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential shares of Common Stock were issued.

Basic EPS is determined using net income divided by the weighted average shares outstanding during the period. Diluted EPS is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued.

NOTE 4:  RELATED PARTY TRANSACTIONS

Common Stock Issuances

On October 2, 2013, at its incorporation, the Company issued all 100,000 shares of the Company’s authorized Common Stock to the founders of the Company as founders shares. 46,667 shares were issued to Angelique de Maison, as Executive Chairwoman; 25,000 shares were issued to Peter Voutsas, as Chief Executive Officer and Chief Investment Officer. In addition 12,333 shares were issued to Kensington & Royce, Ltd.; 8,000 shares were issued to Gil-Galad Foundation; and 8,000 shares were issued to Unicorn Foundation.

NOTE 5: INCOME TAXES

The Company has not incurred any income or loss to date and therefore had no tax liability or benefit.

NOTE 6:  COMMON STOCK

On October 2, 2013, the Company issued all 100,000 shares of the Company’s authorized Common Stock to the founders of the Company valued at $100 or par value of $.001 per share. See Note 4: RELATED PARTY TRANSACTIONS.

9

NOTE 7:  NEW ACCOUNTING PRONOUNCEMENTS

In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to:

· Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and

· Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.

The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 is not expected to have a material impact on our financial position or results of operations.

In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations.

In October 2012, the FASB issued Accounting Standards Update ASU 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.

In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.

11

In July 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 has not had a material impact on our financial position or results of operations.

In December 2011, the FASB issued ASU 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. This update defers the requirement to present items that are reclassified from accumulated other comprehensive income to net income in both the statement of income where net income is presented and the statement where other comprehensive income is presented. The adoption of ASU 2011-12 has not had a material impact on our financial position or results of operations.

In December 2011, the FASB issued ASU No. 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS. The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Company is currently evaluating the impact, if any, that the adoption of this pronouncement may have on its results of operations or financial position.

NOTE 8:  SUBSEQUENT EVENTS

On December 6, the Company closed the Stock Purchase Agreement with Gepco, Ltd. Through the Stock Purchase Agreement, Gepco, Ltd. is to issue 150,000,000 of its common shares to acquire all issued and outstanding common shares of the Company. As a result of the acquisition, the Company becomes a wholly owned subsidiary of Gepco, Ltd. Angelique de Maison, the Company’s Executive Chairwoman, will serve as Executive Chairwoman of the consolidated Company and of GemVest, Peter Voutsas, the Company’s Chie Executive Officer, will serve as Chief Executive Officer and Chief Investment Officer of the consolidated Company and of GemVest. The transaction is treated as a reverse acquisition for accounting purposes, thus GemVest is being deemed the accounting acquiror.

12

EX-99.2

Exhibit 99.2

Gepco, Ltd. and GemVest, Ltd.

Consolidated Pro Forma Balance Sheets

	Historical						Adjustments Needed for Reverse Merger Business Combination									Pro Forma Consolidated (Unaudited)
	Gepco, Ltd.			(a) GemVest, Ltd.
	November 30, 2013			November 30, 2013			Reverse Gepco Equity			Reverse GemVest Shares			Issue 150,000,000 shares in acquisition			Total Adjustments			As Adjusted
ASSETS
Total assets	-			-			-			-			-			-			-
LIABILITIES AND SHAREHOLDERS' DEFICIT
Liabilities
Accounts payable and accrued liabilities		25,283			–			–			–			–			–			25,283
Convertible notes (net of discount of $126,542)		66,156			–			–			–			–			–			66,156
Advances payable		1,261			–			–			–			–			–			1,261
Notes payable to related parties - in default		50,000			–			–			–			–			–			50,000
Total liabilities		142,700			–			–			–			–			–			142,700
Stockholders' Equity (Deficit)
Common stock		41,583			100						(100	)		150,000			149,900			191,583
Paid in capital		1,272,341			(100	)		(1,456,624	)		100			(150,000	)		(1,606,524	)		(334,283	)
Other comprehensive income/(loss)		27,045			–			(27,045	)		–			–			(27,045	)		–
Deficit accumulated during development stage		(1,483,669	)		–			1,483,669			–			–			1,483,669			–
Total shareholders' equity (deficit)		(142,700	)		–			–			–			–			–			(142,700	)
Total liabilities and shareholders' equity (deficit)	$	–		$	–			–			–			–		$	–		$	–

See accompanying notes to pro forma financial information.

1

Gepco, Ltd. and GemVest, Ltd.

Consolidated Pro Forma Statements of Operations

	Historical					Pro Forma Consolidated (Unaudited)
	Gepco, Ltd. November 30, 2013			(a) GemVest, Ltd. November 30, 2013		Adjustments		As Adjusted
Income		–		$	–	$	–	$	–
Operating expenses
General and administrative		16,744			–				16,744
Legal and accounting		114,797			–				114,797
Total operating expenses		131,541			–		–		131,541
Income from operations		(131,541	)		–		–		(131,541	)
Other income (expense)		(101,482	)		–				(101,482	)
Total other income (expense)		(101,482	)		–		–		(101,482	)
Net loss	$	(233,023	)	$	–	$	–	$	(233,023	)
Net loss per share	$	(0.01	)					$	(0.00	)
Weighted average shares outstanding		33,953,524					150,000,000		183,953,524

See accompanying notes to pro forma financial information.

Notes to Pro Forma Financial Information

(a)    On October 15, 2013, we entered into a Stock Purchase Agreement with GemVest, Ltd. which was consummated on December 6, 2013. The Unaudited Pro Forma Consolidated Financial Statements are based on the historical financial statements of GemVest, Ltd.  

(b)     We issued 150,000,000 shares of our common stock to GemVest, Ltd. 

2