Ceelox Inc. (fka CELO)

[amadeus]

is this like a reverse merger? reading this part of the filing..

"Item 1.01 Entry into a Material Definitive Agreement.

On November 27, 2012, the Company entered into an asset purchase agreement (“ Agreement ” or “ Asset Sale ”) with AllCom, a Nevada corporation (“ AllCom ” or “ Seller ”). The Company has agreed to purchase all of the assets (“ Purchased Assets ”) of AllCom (“ Acquisition ”) in exchange for the issuance of that number of shares of Common Stock such that, following such issuance, the Seller shall own forty-eight percent (48%) of all the issued and outstanding shares of Common Stock of the Company as of the closing date of the Acquisition, (the “ Closing Purchase Price ”).

In addition to the Purchase Price, the Company has also agreed to loan (the “ Loan ”) to Seller an aggregate of $1,800,000 (“ Loan Amount ”) prior to the closing of the Acquisition. The Seller shall use the Loan Amount in order to ensure the delivery of the Purchased Assets to the Company free and clear of all liens (other than permitted liens) in accordance with the terms and conditions of the Agreement. The Loan Amount shall be paid to Seller as follows:

(i) On or before March 31, 2013, in order to fund the Loan, the Company shall be obligated to pay to the Seller at least fifteen percent (15%) of the net proceeds actually received by the Company pursuant to the closing of any debt or equity financing; provided , however , that the Seller shall not be entitled to any amounts, in the aggregate, exceeding the Loan Amount.

(ii) If prior to the closing of the Acquisition the funded amount of the Loan is less than one million eight hundred thousand dollars ($1,800,000), then, at closing of the Acquisition, the Buyer shall pay to the Seller an amount equal to the shortfall.

The Loan shall be evidenced by a promissory note (“ Note ”) that shall become due and payable on the one-year anniversary date of the closing of the Acquisition. The Note shall be secured by that number of shares of Common Stock representing the Purchase Price with a value equal to the Loan Amount. For purposes hereof, the shares of Common Stock representing the Closing Purchase Price shall initially be valued at $0.25 per share. Such share value shall be reassessed every quarter following the issuance of the Note based on the thirty (30) day volume weighted average price of the Company’s common stock (“ VWAP ”) measured as of the end of such quarter, and the number of shares of Common Stock by which the Note is secured shall be adjusted accordingly; provided , however , that at no time shall the share value be less than $0.25 per share. The Seller will pledge as security, a maximum of seven million two hundred thousand (7,200,000) shares of the Company’s Common Stock received as part of the Purchase Price...."