Ceelox, Inc. (OTCPK:CELO) entered into an asset purchase agreement to acquire all of the assets of AllCom for $0.18 million in stock on November 27, 2012. Under the terms of the agreement, Ceelox, Inc. will issue 48% of its all the issued and outstanding shares and an additional 18% of its all the issued and outstanding shares if the gross profit of AllCom equals or exceeds $2 million on or prior to the twelve month anniversary of the closing date, March 31, 2013. In addition to the consideration, Ceelox, Inc. has also agreed to loan to AllCom an aggregate of $1.8 million prior to closing of the transaction to ensure the delivery of the delivery of the assets are free and clear of all liens.

The transaction is subject to receipt of loan amount by AllCom, closing of the transaction with Send Global, approval of Allcom shareholders, financing being raised by Ceelox and audit of AllCom being completed by the auditors. The transaction is expected to close on March 31, 2013. On March 28 2013, Ceelox and AllCom agreed to extend the closing date from March 31, 2013 to April 30, 2013. Jeffrey A. Rinde of Blank Rome LLP acted as legal advisor for Ceelox Inc.