UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X]	QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED ~~SEPTEMBER~~JUNE 30, ~~2013~~2014
OR
[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-53597

CEELOX, INC.

(Exact name of registrant as specified in its charter)

NEVADA

(State or other jurisdiction of incorporation or organization)

10801 Mastin, Suite 920, Bldg # 8, Overland Park, Kansas 66210

(Address of principal executive offices, including zip code.)

(913) 884-3705

(telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. YES [X] NO [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (SS 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES [ ] NO [X]

~~YES~~Indicate ~~[ ] NO~~by ~~[X]~~check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer, "accelerated filer," "non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

~~Indicate~~Large byAccelerated ~~check~~Filer ~~mark~~[ ~~whether~~] ~~the~~Accelerated ~~registrant~~Filer is[ a] ~~large~~ Non-accelerated ~~filer,~~Filer an(Do ~~accelerated~~not ~~filer,~~check aif ~~non-accelerated filer, or~~ a smaller reporting company~~. See~~) ~~the~~[ ~~definitions~~] ofSmaller ~~“large~~Reporting ~~accelerated~~Company ~~filer,” “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.~~[X]

~~Large~~Indicate ~~Accelerated~~by ~~Filer~~check [mark ]whether ~~Accelerated~~the ~~Filer~~registrant [is ]a ~~Non-accelerated~~shell ~~Filer~~company [(as ]defined ~~Smaller~~in ~~Reporting~~Rule ~~Company~~12b-2 ~~[X]~~of ~~(Do~~the ~~not~~Exchange ~~check~~Act). YES if[ ] NO ~~a smaller reporting company)~~[X]

~~Indicate~~State bythe ~~check~~number ~~mark~~of ~~whether~~shares outstanding of each of the ~~registrant~~issuer's isclasses aof ~~shell~~common ~~company~~equity, (as ~~defined~~of inthe ~~Rule~~latest ~~12b-2~~practicable date: 38,647,556 as of ~~the~~August ~~Exchange~~11, ~~Act)~~2014.

YES [ ] NO [X]

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:

38,647,556 as of November 4, 2013.

PART I

ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

CEELOX, INC. AND SUBSIDIARY

~~September~~June 30, ~~2013~~2014

			Page
PART I.
Item 1.	Condensed Consolidated Financial Statements.
		Balance Sheets as of September 30, 2013 (Unaudited) and December 31, 2012	F-1
		Balance Sheets as of June 30, 2014 (Unaudited) and December 31, 2013	F-1
		Statements of Operations for the nine and three months ended September 30, 2013 and 2012 (Unaudited)	F-2
		Statements of Operations For The Six Months and Three Months Ended June 30, 2014 and 2013 (Unaudited)	F-2
		Statements of Cash Flows for the nine months ended September 30, 2013 and 2012 (Unaudited)	F-3
		Statements of Cash Flows For The Six Months Ended June 30, 2014 and 2013 (Unaudited)	F-3
		Notes to Condensed Consolidated Financial Statements (Unaudited)	F-4
Item 2.	Management’'s Discussion and Analysis of Financial Condition and Results of Operations.		1617
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.		1920
Item 4.	Controls and Procedures.		20
PART II.
Item 1A.	Risk Factors.		20
Item 6.	Exhibits.		2021
Signatures			2122
Exhibit Index			22

-2-

CEELOX, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30,				December 31,
		June 30,				December 31
	2013				2012
		2014				2013
	~~Unaudited~~	Unaudited
ASSETS
Current assets:
Cash	$	~~377~~$	13,067		$	~~4,718~~$	2,201
Prepaids and other current assets		~~7,656~~	7,272			~~11,336~~	7,333
Total current assets	$	~~8,033~~$	20,339		$	~~16,054~~$	9,534
LIABILITIES
Current liabilities:
Accounts payable and accrued liabilities	$	~~538,771~~$	562,732		$	~~404,896~~$	597,332
Notes payable		757,063				445,525
Notes payable and advances from related parties			1,188,387				955,282
Notes payable, related party		119,587				119,093
Convertible note – bridge loan			206,689				200,656
Convertible note – bridge loan		197,589				188,489
Secured convertible note – in default			187,500				187,500
Secured convertible note – in default		187,500				87,034
Derivative liabilities			6,040				1,875
Derivative liabilities		6,112				8,700
Total current liabilities			2,151,348				1,942,645
Total current liabilities		1,806,622				1,253,737
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT
Preferred stock, $0.0001 par value; 5,000,000 undesignated shares, authorized; none issued and outstanding
Preferred stock, $0.0001 par value; 5,000,000 undesignated shares, authorized; none issued and outstanding
Common stock, $0.00001 par value: Authorized 100,000,000 shares; 38,647,556 and 38,647,556 shares issued and outstanding as of June 30, 2014 and December 31, 2013, respectively			387				387
Common stock, $0.00001 par value: Authorized 100,000,000 shares;38,647,556 and 38,547,556 shares issued and outstanding as of September 30, 2013 and December 31, 2012, respectively		387				386
Additional paid-in capital			25,350,255				25,350,255
Additional paid-in capital		25,350,255				25,349,256
Accumulated deficit			(27,078,044	)			(26,886,900	)
Accumulated deficit		(26,756,938	)			(26,213,935	)
Controlling Interest			(1,727,402	)			(1,536,258	)
Total Ceelox, Inc.’s stockholders’ deficit		(1,406,296	)			(864,293	)
Non controlling interests			(403,607	)			(396,853	)
Non controlling interests		(392,293	)			(373,390	)
Total stockholders' deficit			(2,131,009	)			(1,933,111	)
Total stockholders’ deficit		(1,798,589	)			(1,237,683	)
Total liabilities and stockholders' deficit		$	20,339			$	9,534
Total liabilities and stockholders’ deficit	$	8,033			$	16,054

See Notes to Condensed Consolidated Financial Statements

F-1

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CEELOX, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the three months ended								For the nine months ended
		For The Six Months Ended								For The Three Months Ended
	September 30,								September 30,
		June 30,								June 30,
	2013				2012				2013				2012
		2014				2013				2014				2013
Operating costs and expenses:
Revenue		$				$				$				$
Marketing, general and administrative	$	62,258			$	93,462			$	390,283			$	385,822
Operating costs and expenses:
Total costs and expenses		62,258				93,462				390,283				385,822
Marketing, general and administrative			150,596				328,025				103,277				133,683
Operating loss		(62,258	)			(93,462	)			(390,283	)			(385,822	)
Total costs and expenses			150,596				328,025				103,277				133,683
Other income (expenses):
Operating loss			(150,596	)			(328,025	)			(103,277	)			(133,683	)
Interest and amortization of financing fees		(25,583	)			(39,552	)			(177,232	)			(74,613	)
Other income (expenses):
Derivative income		27				20,249				2,588				185,999
Interest and amortization of financing fees			(58,137	)			(151,649	)			(30,702	)			(28,444	)
Other income										3,021
Derivative income (expense)			(4,165	)			2,561				3,835				6,265
Total other income (expenses)		(25,556	)			(19,303	)			(171,623	)			111,386
Other income			15,000				3,021				15,000
Net loss		(87,814	)			(112,765	)			(561,906	)			(274,436	)
Total other income (expenses)			(47,302	)			(146,067	)			(11,867	)			(22,179	)
Less: Net loss attributable to non-controlling interest		2,867				4,033				18,903				9,322
Net loss			(197,898	)			(474,092	)			(115,144	)			(155,862	)
Net loss attributable to common stockholders	$	(84,947	)		$	(108,732	)		$	(543,003	)		$	(265,114	)
Net loss attributable to non-controlling interest			6,754				16,036				3,888				5,016
Basic and diluted income (loss) per share	$	(0.00	)		$	(0.00	)		$	(0.01	)		$	(0.00	)
Net loss attributable to common stockholders		$	(191,144	)		$	(458,056	)		$	(111,256	)		$	(150,846	)
Weighted average shares basic and diluted		38,647,556				38,347,555				38,644,626				36,401,943
Basic and diluted loss per share		$	(0.00	)		$	(0.01	)		$	(0.00	)		$	(0.00	)
Weighted average shares basic and diluted			38,647,556				38,643,136				38,647,556				38,638,667

See Notes to Condensed Consolidated Financial Statements

F-2

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CEELOX, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the nine months ended
		For The Six Months Ended
	September 30,
		June 30,
	2013				2012
		2014				2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss:	$	~~(561,906~~$	)(197,898	)	$	~~(274,436~~$	)(474,092	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount		~~100,466~~				~~25,849~~	100,467
Amortization of financing fees						812
Derivative expense			4,165				(2,561	)
Derivative income		(2,588	)			(185,999	)
Effect on cash of changes in operating assets and liabilities:
Effect on cash of changes in operating assets and liabilities:
Prepaids and other current assets			63				10,809
Prepaids and other current assets		10,685				43,381
Accounts payable and accrued liabilities			23,536				117,143
Accounts payable and accrued liabilities		200,361				103,077
NET CASH USED IN OPERATING ACTIVITIES			(170,134	)			(248,234	)
NET CASH USED IN OPERATING ACTIVITIES		(252,982	)			(287,316	)
CASH FLOW FROM FINANCING ACTIVITIES:
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from notes payable and advances from related parties			181,000				248,641
Payments on notes payable - related party						(4,506	)
NET CASH PROVIDED BY FINANCING ACTIVITIES			181,000				248,641
Proceeds from notes payable		248,641				181,397
NET DECREASE IN CASH			10,866				407
Proceeds from issuance of secured convertible note						104,625
CASH:
NET CASH PROVIDED BY FINANCING ACTIVITIES		248,641				281,515
Beginning of period			2,201				4,718
NET DECREASE IN CASH		(4,341	)			(5,801	)
End of period		$	13,067			$	5,125
CASH:
Beginning of period		4,718				6,940
End of period	$	377			$	1,139
Supplemental disclosure of non-cash investing and financing activities:
Shares issued in satisfaction of related party debt	$				$	9,464,596
Shares issued in satisfaction of accounts payable	$	1,000			$	5,000
Discount on notes payable	$				$	4,138
Deferred financing fees resulting from issuance of secured convertible note	$				$	70,456

See Notes to Condensed Consolidated Financial Statements

F-3

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CEELOX, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(UNAUDITED)

1. Nature of Business

Ceelox, Inc. (the “"Company”") was incorporated on October 24, 2007 in Nevada. The Company’'s majority-owned subsidiary Ceelox, Inc. (“"Ceelox Private”") was incorporated in the State of Florida and commenced operations on September 17, 2003. Through the Company’'s majority-owned subsidiary, the Company offers software solutions and devices that deliver biometric identity-based user access authentication, verification, and data and email encryption. The Company’'s biometric authentication provides protection against identity theft, and our solutions also meet regulatory requirements for two-factor authentication.

2Our business plan defines the focus of the company to work towards development or acquisition of an Internet based Cloud platform. ~~Going~~ This ~~Concern~~platform ~~and~~will ~~Management’s~~become ~~Plans~~the foundation to launch a variety of services which can range from VOIP products, to online gaming, to financial services. The value of the approach is that the platform can be used to offer products directly to end users, i.e. B2C, B2B, or can be white labeled for 3rd party providers i.e. B2B2C.

During the nine months ended September 30, 2013, the Company was engaged in continued development of our business plan surrounding virtual credit card, social networking and mobile, security and continues to seek merger and acquisition candidates with synergies within these areas2. As Going ~~indicated~~Concern ~~in the accompanying condensed consolidated financial statements, at September 30, 2013~~ and ~~December~~Management's 31, 2012, the Company had $377 and $4,718 in cash, respectively, and $1,798,589 and $1,237,683 in negative working capital, respectively. For the nine months ended September 30, 2013 and 2012, the Company had a net loss of $561,906 and $274,436, respectively, and utilized $252,982 and $287,316, respectively, in cash from operations. For the three months ended September 30, 2013 and 2012, the Company had a net loss of $87,814 and $112,765, respectively. These factors, among others, indicate that the Company is in need of additional financing in order to continue its planned activities for the year that began on January 1, 2013. No adjustment has been made in the accompanying condensed consolidated financial statements to the amounts and classification of assets and liabilities which could result should the Company be unable to continue as a going concern.Plans

During the six months ended June 30, 2014, the Company was engaged in continued development of our business plan surrounding virtual credit card, social networking and mobile, security and continues to seek merger and acquisition candidates with synergies within these areas. As indicated in the accompanying condensed consolidated financial statements, at June 30, 2014 and December 31, 2013, the Company had $13,067 and $2,201 in cash, respectively, and $2,131,009 and $1,933,111 in negative working capital, respectively. For the six months ended June 30, 2014 and 2013, the Company had a net loss of $197,898 and $474,092, respectively, and utilized $170,134 and $248,234, respectively, in cash from operations. For the three months ended June 30, 2014 and 2013, the Company had a net loss of $115,144 and $155,862. The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

3. Basis of Presentation and Selected Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated interim financial statements included herein have been prepared in accordance with generally accepted accounting principles for interim period reporting in conjunction with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, these statements do not include all of the information required by generally accepted accounting principles for annual financial statements. In the opinion of management, all known adjustments (consisting of normal recurring accruals and reserves) necessary to present fairly the financial position, results of operations and cash flows as of and for the interim periods have been included. It is suggested that these condensed consolidated interim financial statements be read in conjunction with the consolidated financial statements and related notes in the Company’'s Form 10-K for the year ended December 31, ~~2012~~2013.

The operating results for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 are not necessarily indicative of the results to be expected for the full year ending December 31, ~~2013~~2014.

Principles of Consolidation

The condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the SEC’s accounting rules under Regulation S-X. All material inter-company accounts and transactions have been eliminated in consolidation.

F-4

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CEELOX, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(UNAUDITED)

3. Basis of Presentation and Selected Significant Accounting Policies (continued)

Principles of Consolidation

The condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and in accordance with the SEC's accounting rules under Regulation S-X. All material inter-company accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of ~~condensed consolidated interim~~ financial statements in conformity with ~~accounting principles~~ generally accepted inaccounting ~~the~~principles ~~United States of America~~ requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the ~~condensed consolidated~~ financial statements asand ~~well as~~ the reported amounts of revenue and expenses during the reporting period. Actual ~~amounts~~results could differ from those estimates.

Fair Value of Financial Instruments

The fair value of the Company’'s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board (FASB) guidance regarding disclosures about fair value of financial instruments, approximate the carrying amounts presented in the accompanying ~~condensed~~ consolidated balance sheets.

Computation of ~~Earning~~Earnings (Loss) Per Share

A basic earnings (loss) per share is calculated by dividing the earnings (loss) by the weighted average number of common shares outstanding during the period. A diluted earnings (loss) per share is calculated by dividing the earnings (loss) by the weighted average number of common shares and potentially dilutive securities outstanding during the period. Potentially dilutive common shares consist of incremental common shares issuable upon exercise of stock options, warrants and shares issuable upon the conversion of convertible notes. The dilutive effect of the convertible notes is calculated under the if-converted method. The dilutive effect of outstanding shares is reflected in diluted earnings per share by application of the treasury stock method. This method includes consideration of the amounts to be paid by the employees, the amount of excess tax benefits that would be recognized in equity if the instruments were exercised and the amount of unrecognized stock-based compensation related to future services. No potential dilutive common shares are included in the computation of any diluted per share amount when a loss is reported. Accordingly, we did not include 12,~~679~~624,~~830~~397 and 12,~~664~~676,~~810~~045 of potentially dilutive options, warrants and convertible debt instruments at ~~September~~June 30, ~~2013~~2014 and ~~2012~~2013 respectively.

	For the nine months ended September 30,
		For The Six Months Ended June 30,
	2013		2012
		2014		2013
Potentially dilutive options	~~2,181,111~~		2,181,111		2,181,111
Potentially dilutive warrants	~~7,129,783~~		7,~~129~~063,~~783~~116		7,129,783
Potentially dilutive convertible instruments	~~3,368,936~~		3,~~353~~380,~~916~~170		3,365,151
	12,679,830		12,664,810
			12,624,397		12,676,045

Recently Issued Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements.

F-5

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CEELOX, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(UNAUDITED)

3.	Basis of Presentation and Selected Significant Accounting Policies (continued)

Reclassifications

Certain reclassifications have been made to conform to the current year presentation.

Recently Issued Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company's consolidated financial statements.

4. Convertible Notes Payable – Bridge Loans

In August of 2009 Ceelox Private entered into a convertible note subscription agreement with certain accredited investors. The offering was for $1.5 million in convertible notes and common stock purchase warrants.

The notes are due and payable upon the earlier of:

1. Two years from the date of issuance 2. The date of completion, by Ceelox Private, of a transaction pursuant to which it becomes a majority-owned subsidiary of a publicly-traded company along with a simultaneous financing in the minimum amount of $1,500,000 (for purposes hereof this shall be referred to as a “"Reverse Merger”"), or 3. The date on which Ceelox Private is acquired in a non-Reverse Merger transaction whereby a non-affiliated third-party acquires 50% or more of Ceelox Private’'s capital stock (“"Third-Party Acquisition”").

Purchasers in this offering are granted warrants to purchase that number of shares of Common Stock equal to the principal amount of their note divided by the applicable conversion price of the notes as described above and the exercise price per share shall be equal to the conversion price of the notes. Upon the Merger, 777,451 of warrants were issuable under this agreement.

~~During~~As ~~the~~of ~~year~~June ~~ended~~30, 2014 and December 31, ~~2010~~2013, ~~holders~~the ofcarrying ~~notes~~amounts ~~with~~of aconvertible ~~face~~bridge ~~value totaling $345~~notes,~~000~~ ~~converted~~including ~~the face value plus~~ accrued interest ofwere $8206,~~476~~689 ~~into~~and ~~436~~$200,~~391~~656, ~~post~~respectively. ~~merger~~As ~~common~~of ~~shares.~~June ~~Unamortized~~30, ~~discounts~~2014, ofthe ~~$25,069~~convertible ~~were~~notes ~~charged~~payable to– ~~interest~~bridge ~~expense~~loans ~~upon~~are ~~conversion~~considered in default.

On ~~January~~August 246, 2012, ~~CIP,~~in ~~the~~a ~~Company’s~~complaint ~~majority~~filed ~~shareholder~~in ~~executed~~Johnson aCounty ~~majority~~Kansas, ~~shareholder~~Ceelox ~~written~~was ~~consent~~found ~~authorizing~~in ~~Ceelox~~default ~~Sub~~in tore-payment ~~deliver all~~ of the ~~Collateral~~notes toplus ~~CIP~~interest ~~on January 27, 2012 in exchange~~ for ~~CIP’s~~three ~~agreement~~note toholders ~~forgive all debt (other than an aggregate of $118,927 which shall remain due and owing to CIP)~~ in ~~exchange for~~ the ~~Company’s~~total ~~issuance~~amount of 24$100,000~~,000 shares of its common stock~~. The InCompany ~~this~~does ~~agreement,~~not ~~Ceelox~~currently ~~converted~~have ~~approximately~~sufficient ~~$9,460,000~~funds ~~in debt~~ to 24repay ~~million shares of common stock and turned over all intellectual property and software to CIP. As a result, $156,352 of~~ the ~~convertible~~ notes ~~payable – bridge loans were converted~~.

~~During the nine months ended September 30, 2013 and 2012, the Company recorded amortization of discounts in the amount of $0 and $538 related to unconverted instruments, respectively~~5. Notes AsPayable ~~of September 30, 2013~~ and ~~December~~Advances ~~31,~~from ~~2012,~~Related ~~the carrying amounts of convertible bridge notes were $197,589 and $188,489, respectively. As of September 30, 2013, the convertible notes payable – bridge loans are considered in default.~~Parties

5On September 30, 2011, Ceelox received advances from a related party in the amount of $78,086. ~~Notes~~ ~~Payable~~These -advances ~~Related~~are ~~Party~~payable on demand and have an interest rate of 0.55%. These funds were advanced to the Company to pay fees related to various consulting agreements. The outstanding balance of these advances as of June 30, 2014 and December 31, 2013 amounted to $45,103 and $44,980, respectively. The outstanding balances included accrued interest of $681 and $559 as of June 30, 2014 and December 31, 2013, respectively. Interest expense for the six months ended June 30, 2014 and 2013 amounted to $123 and $123, respectively.

On September 30, 2011, Ceelox issued a promissory note to a related party in the amount of $78,086, of which $44,917 and $44,732 was outstanding as of September 30, 2013 and December 31, 2012, respectively. The note is payable on demand and has an interest rate of 0.55%. The note was given in exchange for funds advanced to the Company to pay fees related to various consulting agreements. Interest expense for nine months ended September 30, 2013 and 2012 amounted to $186 and $186.

On December 31, 2011, Ceelox issued a promissory note to a related party in the amount of $73,947 of which $74,670 and $74,361 were outstanding as of September 30, 2013 and December 31, 2012, respectively. The note is payable on demand and has an interest rate of 0.55%. The note was given in exchange for funds advanced to the Company to pay fees related to various consulting agreements. Interest expense for nine months ended September 30, 2013 and 2012 amounted to $308 and $310.

The aggregate carrying values of these notes including accrued interest as of September 30, 2013 and December 31, 2012 amounted to $119,587 and $119,093, respectively.

F-6

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CEELOX, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(UNAUDITED)

5. Notes Payable and Advances from Related Parties (continued)

On December 31, 2011, Ceelox received additional advances from a related party in the amount of $73,947. These advances are payable on demand and have an interest rate of 0.55%. These funds were advanced to the Company to pay fees related for various consulting agreements. The outstanding balance of these advances as of June 30, 2014 and December 31, 2013 amounted to $74,978 and $74,774, respectively. The outstanding balances included accrued interest of $1,030 and $826 as of June 30, 2014 and December 31, 2013, respectively. Interest expense for the six months ended June 30, 2014 and 2013 amounted to $204 and $204, respectively.

On May 18, 2012, the Company sold a $125,000 convertible promissory note ("Note") to a related party. In connection with the sale of the Note the Company also issued to the related party a warrant to purchase shares of the Company's common stock ("Warrant"). The Note was due and payable on November 18, 2012 and bears interest at a rate of 13% per annum, all of which shall be paid on the maturity date. The Company may prepay the Note and accrued interest in whole or in part at any time prior to the maturity date without penalty. An event of default shall occur in the event the Company fails to make the principal and interest payment to the related party on or prior to the maturity date. The Warrant issued to the related party allows the related party to acquire up to 250,000 shares of the Company's common stock at a price of $0.10 per share for a period of five years from the date of issuance of the warrant. We have evaluated the terms and conditions of the warrants under the guidance of ASC 815, Derivatives and Hedging and determined that they achieved equity classification. The warrants did not contain any terms or feature that would preclude equity classification.

The purchase price allocation for the convertible notes resulted in a debt discount of $4,950. The discount on the notes will be amortized through periodic charges to interest expense over the term of the debenture using the effective interest method. As of June 30, 2014 the debt discount has been fully amortized. The purchase price allocation is as follows:

	Inception
Net proceeds	$	125,000
Carrying value		(120,050	)
Paid in capital (warrants)		(4,950	)

The warrants were recorded as a discount to the note and will be accreted to face value over the life of the loan.

Between August 8, 2012 and May 12, 2014, the Company received advances aggregating $792,849 from the same related party that purchased the $125,000 Note. These advances are subject to an interest rate of 13% per annum and are payable on demand. As of June 30, 2014 and December 31, 2013, the outstanding balance of the related party note and subsequent advances equaled $1,068,306 and $835,528, respectively. The outstanding balances included accrued interest of $150,456 and $98,679 as of June 30, 2014 and December 31, 2013, respectively. For the six months ended June 30, 2014 and 2013, the Company recorded $51,777 and $40,547, respectively in interest expense related to the related party note and subsequent advances.

The aggregate outstanding balance of all the notes payable and related party advances issued from September 30, 2011 through May 12, 2014 amounted to $1,188,377 and $955,282 as of June 30, 2014 and December 31, 2013, respectively. As of June 30, 2014 and December 31, 2013, the related parties have not required repayment of these notes and advances. The related parties have agreed that the balances will either be paid back or converted into common stock upon completion of a financial raise that the Company is currently seeking.

F-7

CEELOX, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(UNAUDITED)

6. Secured Convertible Note Financing

As reported in the Company’'s Form 8-K filed with the SEC on February 22, 2012: On February 16, 2012 the Company entered into a securities purchase agreement with one investor for the purchase and sale of a convertible promissory note (“"Note”") in the principal amount of $187,500 and a warrant to purchase shares of the Company’'s common stock. The number of warrant shares exercisable is equal to the number of shares equal to 20% of the quotient obtained by dividing (i) the principal amount of the Note ($187,500) by (ii) the Conversion Price of the Company’'s common stock. Additionally, the Company entered into a security agreement with the investor whereby the Company’'s obligation to repay the Note is secured by all of the Company’'s assets.

After the payment of fees, expenses and the prepayment of interest, the Company received net proceeds of $104,625.

Pursuant to the terms of the Note, the maturity date of the Note was February 16, 2013 (“"Maturity Date”") and all of the interest due under the Note during the initial term was prepaid by the Company upon issuance of the Note. The number of shares into which the Note may be converted shall be determined by dividing the conversion amount of the Note by the conversion price. The conversion price shall be determined as follows: (i) a 25% discount from the price per share (denominated in US dollars) at which the common stock is sold in a Qualified Offering (such price at which the common stock is sold in a Qualified Offering is referred to as the “"Offering Price”") if the Qualified Offering occurs on or before the six (6) month anniversary of the final Closing Date; (ii) a 40% discount from the Offering Price if a Qualified Offering occurs after the six (6) month anniversary of the final Closing Date but on or before the twelve (12) month anniversary of the final Closing Date; or (iii) the greater of (x) a 40% discount from the VWAP of the common stock over the five (5) trading days prior to conversion, and (y) $0.10 per share if a Qualified Offering does not occur on or prior to the twelve (12) month anniversary of the final Closing Date. For purposes hereof, the final Closing Date shall be the earlier of February 28, 2012 and the sale of an aggregate of $500,000 principal amount of the Notes. As of ~~September~~June 30, ~~2013~~2014, the only conversion option available to the holder is $0.10 per share since a Qualified Offering did not occur on or prior to the twelve (12) month anniversary of the final Closing Date. As of June 30, 2014, this note is in default. However, the Company is ~~making progress~~ in negotiations with a third party to secure financing, ~~targeting~~and ~~fourth~~has ~~quarter~~targeted ofthe ~~2013,~~quarter inended ~~which~~September ~~part~~30, of2014 ~~the~~to ~~use~~repay of the ~~proceeds~~Note ~~will~~provided bea ~~used~~financing tois ~~repay the Note~~consummated.

The Company issued a five year warrant to the investor pursuant to which the investor shall have the right to acquire additional shares of the Company’'s common stock. The number of shares of common stock issuable upon exercise of the warrant shall be determined by dividing the principal amount of the Note by the Conversion Price (as defined above pursuant to the Note) multiplied by twenty percent (20%).

Accounting for the Secured Convertible Notes

We have evaluated the terms and conditions of the secured convertible note and warrants under the guidance of ASC 815, Derivatives and Hedging. Both the embedded conversion feature and detachable warrants have a variable conversion price, which precludes these instruments from being indexed to the Company’'s own stock. As a result, both the embedded conversion feature and warrants require classification as liabilities.

F-78

-9-

CEELOX, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(UNAUDITED)

6. Secured Convertible Note Financing (continued)

Accounting for the Secured Convertible Notes (continued)

The following tables reflect the allocation of the purchase on the financing dates:

Secured Convertible Note	$ 187,500 Face Value
	$187,500
Secured Convertible Note	Face Value
Proceeds	$	104,625
Day one derivative expense		119,722
Embedded conversion feature		(251,852	)
Warrant derivative liability		(55,370	)
Prepaid interest		24,375
Deferred finance fees		58,500
Carrying value	$	-

Discounts (premiums) on the convertible notes arise from (i) the allocation of basis to other instruments issued in the transaction, (ii) fees paid directly to the creditor and (iii) initial recognition at fair value, which is lower than face value. Discounts (premiums) are amortized through charges (credits) to interest expense over the term of the debt agreement.

For the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 and ~~2012~~2013, the Company recorded interest expense related to the amortization of debt discount in the amount of $~~100,466~~0 and $27100,~~522~~467, respectively. The carrying value of the secured convertible note as of ~~September~~June 30, ~~2013~~2014 and December 31, ~~2012~~2013 was $187,500 and $87187,~~034~~500, respectively.

7. Derivative Financial Instruments

The components of warrant derivative liability as reflected in the ~~condensed~~ consolidated balance sheets as of ~~September~~June 30, ~~2013~~2014 and December 31, ~~2012~~2013 are as follows:

September 30, 2013

December 31, 2012

June 30, 2014

December 31, 2013

Secured convertible note giving rise to derivative financial instruments:

Indexed Shares

Fair Values

~~Fair Values~~

Indexed Shares

Fair Values

~~Fair Values~~

Embedded conversion feature

3,125,000

~~2,488~~

Warrant derivative liability

625,000

6,~~112~~040

625,000

61,~~212~~875

3,750,000

6,~~112~~040

3,750,000

81,~~700~~875

F-89

-10-

CEELOX, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(UNAUDITED)

7. Derivative Financial Instruments (continued)

The following table summarizes the effects on our gain (loss) associated with changes in the fair values of our derivative financial instruments by type of financing for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 and ~~2012~~2013:

Secured convertible note financing giving rise to derivative financial instruments and the income effects:	~~Nine~~Six ~~months~~Months Ended ~~September~~June 30, ~~2013~~2014			~~Nine~~Six ~~months~~Months Ended ~~September~~June 30, ~~2012~~2013
Embedded conversion feature	$	~~2,488~~		$	~~251~~2,~~539~~488
Warrant derivative liability		~~100~~(4,165	)		~~54,182~~73
Day-one derivative loss					(119,722	)
Total derivative gain (loss)	$	(4,165	)	$	2,561
Total derivative gain (loss)	$	2,588		$	185,999

The following table summarizes the effects on our gain (loss) associated with changes in the fair values of our derivative financial instruments by type of financing for the three months ended ~~September~~June 30, ~~2013~~2014 and ~~2012~~2013:

Secured convertible note financing giving rise to derivative financial instruments and the income effects:	Three Months Ended ~~September~~June 30, ~~2013~~2014		Three Months Ended ~~September~~June 30, ~~2012~~2013
Embedded conversion feature	$		$	~~15,312~~
Warrant derivative liability		273,835		46,~~937~~265
Day-one derivative loss
Total derivative gain (loss)	$	3,835	$	6,265
Total derivative gain (loss)	$	27	$	20,249

8. Fair Value Considerations

GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. As presented in the tables below, this hierarchy consists of three broad levels:

Level 1 valuations:	Quoted prices in active markets for identical assets and liabilities.
Level 2 valuations:	Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations whose inputs or significant value drivers are observable.
Level 3 valuations:	Significant inputs to valuation model are unobservable.

Level 1 valuations:

Quoted prices in active markets for identical assets and liabilities.

Level 2 valuations:

Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations whose inputs or significant value drivers are observable.

Level 3 valuations:

Significant inputs to valuation model are unobservable.

We follow the provisions of ASC 820, Fair Value Measurements and Disclosures, with respect to our financial instruments. As required by ASC 820, assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to their fair value measurement. Our derivative financial instruments which are required to be measured at fair value on a recurring basis under of ASC 815 are all measured at fair value using Level 3 inputs. Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

F-910

-11-

CEELOX, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(UNAUDITED)

8. Fair Value Considerations (continued)

The following table presents information about the Company’'s liabilities measured at fair value as of ~~September~~June 30, ~~2013~~2014 and December 31, ~~2012~~2013:

Financial Measurements Using

September 30, 2013

Level 1

Level 2

Level 3

Total

June 30, 2014

Level 1

Level 2

Level 3

Total

LIABILITIES

Liabilities

Warrant derivative liabilities

6,~~112~~040

Embedded conversion feature

6,~~112~~040

December 31, 2012

December 31, 2013

LIABILITIES

Liabilities

Warrant derivative liabilities

61,~~212~~875

Embedded conversion feature

~~2,488~~

81,~~700~~875

Both the embedded conversion feature and warrants were valued using a binomial-lattice-based valuation model. The lattice-based valuation technique was utilized because it embodies all of the requisite assumptions (including the underlying price, exercise price, term, volatility, and risk-free interest-rate) that are necessary to fair value these instruments. For forward contracts that contingently require net-cash settlement as the principal means of settlement, we project and discount future cash flows applying probability-weighted to multiple possible outcomes. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques are highly volatile and sensitive to changes in the trading market price of our common stock. Because derivative financial instruments are initially and subsequently carried at fair values, our income will reflect the volatility in these estimate and assumption changes.

Significant assumptions in valuing the warrant liability were as follows as of ~~September~~June 30, ~~2013~~2014:

	Warrants
Exercise price	$	0.06
Volatility		~~289~~307.6354	%
Equivalent term (years)		32.3864
Risk-free interest rate		0.6347	%

Significant assumptions in valuing the ~~embedded conversion feature (“ECF”) and~~ warrant liability were as follows as of December 31, ~~2012~~2013:

	ECF			Warrants
	Warrants
Exercise price	$	0.06		$	~~0.06~~
Volatility		~~338~~284.1696	%		~~309.62~~	%
Equivalent term (years)		03.13			~~4.13~~
Risk-free interest rate		0.0578	%		~~0.62~~	%

F-1011

-12-

CEELOX, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(UNAUDITED)

8. Fair Value Considerations (continued)

The following table sets forth a reconciliation of changes in the fair value of financial liabilities classified as Level 3 in the fair value hierarchy:

Balance as of December 31, 2012	$	(8,700	)
	2014			2013
Total gains or losses (realized or unrealized):
Balance as of January 1	$	(1,875	)	$	(8,700	)
Included in earnings		2,588
Total gains or losses (realized or unrealized):
Balance as of September 30, 2013	$	(6,112	)
Included in earnings		(4,165	)		(3,704	)
Balance as of June 30	$	(6,040	)	$	(12,404	)

9. ~~Notes~~ Equity ~~Payable~~Activity

On May 18, 2012, the Company sold a $125,000 convertible promissory note (“Note”) to an investor. In connection with the sale of the Note the Company also issued the investor a warrant to purchase shares of the Company’s common stock (“Warrant”). The Note was due and payable on November 18, 2012 and bears interest at a rate of 13% per annum, all of which shall be paid on the maturity date. The Company may prepay the Note and accrued interest in whole or in part at any time prior to the maturity date without penalty. An event of default shall occur in the event the Company fails to make the principal and interest payment to the investor on or prior to the maturity date. The Warrant issued to the investor allows the investor to acquire up to 250,000 shares of the Company’s common stock at a price of $0.10 per share for a period of five years from the date of issuance of the warrant. We have evaluated the terms and conditions of the warrants under the guidance of ASC 815, Derivatives and Hedging and determined that they achieved equity classification. The warrants did not contain any terms or feature that would preclude equity classification.Warrants:

The ~~purchase~~Company ~~price~~had ~~allocation~~outstanding ~~for~~warrants ~~the~~at ~~convertible~~June ~~notes~~30, ~~resulted~~2014 inand aDecember ~~debt~~31, ~~discount~~2013 oftotaling ~~$120~~7,~~050~~063,116. The ~~discount~~warrants onexpire ~~the~~at ~~notes~~various ~~will~~dates beranging ~~amortized~~from ~~through~~August ~~periodic~~21, ~~charges~~2014 tothrough ~~interest~~May ~~expense over the term of the debenture using the effective interest method. As of September 30~~18, ~~2013~~2017 ~~the~~and ~~debt~~have ~~discount~~an ~~has~~average ~~been~~exercise ~~fully amortized. The purchase~~ price ~~allocation~~of ~~is as follows:~~$0.15.

	Inception
Net proceeds	$	125,000
Carrying value		(120,050	)
Paid in capital (warrants)		(4,950	)

On February 21, 2012, the Company entered into an agreement with a firm for non-exclusive investment banking and financial advisory services. As consideration for these services, pursuant to the Agreement, the Company agreed to issue (i) 400,000 restricted common shares, payable in four equal quarterly installments beginning on the date of execution of this Agreement, (ii) fees associated with the raising of capital of 10% cash and 10% in warrants on equity-linked capital raised (i.e., common equity, preferred equity, convertible debt, debt with warrants), and 3% cash and no warrants on straight debt capital raised and (iii) fees associated with merger and acquisitions of 5% of the consideration up to $5 million, 3% of the consideration between $5-10 million, and 1% of consideration above $10 million. At the Company's discretion, $5,000 may be paid in lieu of the restricted shares as quarterly compensation. The warrants will be struck at a 20% premium to the valuation of the financing event, a five-year expiration, and a cashless exercise feature. The term of the agreement is 12 months and can be terminated upon 10 days written notice without cause by either the Company or the firm at any time before the Expiration Date. On May 4, 2012, the Company issued 100,000 shares of common stock to an investing banking group in accordance with the terms of the agreement. On January 9, 2013, as consideration for these services, pursuant to the Agreement, the Company issued the final installment of 100,000 shares of common stock to an investing banking group.

~~The warrants were recorded as a discount to the note and will be accreted to face value over the life of the loan.~~F-12

Between August 8, 2012 and May 13, 2013, the Company received additional tranches of funding related to the May 18, 2012 note agreement aggregating $557,099. As of September 30, 2013, the aggregate face value of these notes equaled $682,099. As of September 30, 2013, the aggregate carrying value of the notes equaled $757,063. The difference between the aggregate face value and carrying value relates to accrued interest.

For the nine months ended September 30, 2013 and 2012, the Company recorded $62,897 and $6,537, respectively, in interest expense related to this note.

10. Equity Activity

Warrants

The Company had outstanding warrants at September 30, 2013 totaling 7,129,783. The warrants expire at various dates ranging from August 21, 2014 through May 18, 2017 and have an average exercise price of $1.42.

F-11

-13-

CEELOX, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(UNAUDITED)

109. Equity Activity (continued)

On February 21, 2012, the Company entered into an agreement with a firm for non-exclusive investment banking and financial advisory services. As consideration for these services, pursuant to the Agreement, the Company agreed to issue (i) 400,000 restricted common shares, payable in four equal quarterly installments beginning on the date of execution of this Agreement, (ii) fees associated with the raising of capital of 10% cash and 10% in warrants on equity-linked capital raised (i.e., common equity, preferred equity, convertible debt, debt with warrants), and 3% cash and no warrants on straight debt capital raised and (iii) fees associated with merger and acquisitions of 5% of the consideration up to $5 million, 3% of the consideration between $5-10 million, and 1% of consideration above $10 million. At the Company’s discretion, $5,000 may be paid in lieu of the restricted shares as quarterly compensation. The warrants will be struck at a 20% premium to the valuation of said financing event, have a five-year expiration, and have a cashless exercise feature. The term of the agreement is 12 months and can be terminated upon 10 days written notice without cause by either the Company or the firm at any time before the Expiration Date. On May 4, 2012, the Company issued 100,000 shares of common stock to an investing banking group in accordance with the terms of the agreement. On January 9, 2013, as consideration for these services, pursuant to the Agreement, the Company issued the final installment of 100,000 shares of common stock to an investing banking group.

On March 29, 2012, the company entered into an agreement with a firm to provide general financial advisory and M&A advisory services to the Company. The terms of the engagement, which is modified from the original agreement signed on December 1, 2011, are for a term of six (6) months which will commence on the closing of the current Ceelox agreement. The firm will serve as the Company’s non-exclusive financial advisor and to provide agreed upon general financial advisory and investment banking advisor services. As consideration for these services, the Company has agreed to compensate the firm as follows: (a) Sixty thousand dollars ($60,000) in the form of six (6) consecutive monthly payments of $10,000; (b) In the event that the firm identifies, negotiates, and acts as an advisor on a M&A assignment. Ceelox agrees to pay the greater of $75,000 or a fee equal to 5% of the first $5 million of Consideration paid, plus 3% of the second $5 million of Consideration paid, plus 1% of the Consideration paid thereafter (on any Acquirer or Acquiree Transaction) for any merger, asset sale, stock swap, or any transaction or combination other than the ordinary course of business, whereby, directly or indirectly, control of or an asset is transferred for any Consideration (defined below) including, without limitation, cash and/or non-cash consideration. Payment will be due upon closing of the transaction.

Stock Option Plans

As of January 1, 2010 Ceelox Private had one stock option plan under which grants were outstanding. Grants under the stock option plan typically had a requisite service period of 36 months, straight-line or graded vesting schedules and expired not more than ten years from date of grant. The Plan was approved by the Ceelox Private board on January 2, 2007.

On February 12, 2010, at the time of the reverse merger, the Company adopted the 2010 Stock Option Plan (the “"Plan”") providing for stock-based incentive compensation to eligible employees, executive officers and non-employee directors and consultants. Grants under the Plan typically have a requisite service period of 36 months, straight-line or graded vesting schedules and expire not more than ten years from date of grant.

As of ~~September~~June 30, ~~2013~~2014, 3,957,778 shares of the 6,000,000 shares approved under the Company’'s Plan remain available for grant.

~~F-12~~During the periods ended June 30, 2014 and December 31, 2013, there were no options issued under the plan.

~~-14-~~The number of options outstanding for periods ended June 30, 2014 and December 31, 2013 was 2,181,111 and 2,181,111, respectively.

Officer Compensation

On October 3, 2013, the Board of Directors approved the issuance of 5,000,000 shares of restricted common stock to an officer. The stock was granted for past services and was valued at $0.01 per share. In the quarterly period ended December 31, 2013, the stock-compensation expense of $50,000 is recorded in the statement of operations under general and administrative expenses.

F-13

CEELOX, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(UNAUDITED)

1110. Mergers and Acquisitions

AsOn ~~announced on Form 8-K filed with the SEC on~~ October ~~31, 2012, on October~~ 25, 2012, the Company entered into an asset purchase agreement (“"Agreement”") with Send Global Corporation, a Michigan corporation (“"Send Global”"), and iTeknik Holding Corporation, a Wyoming corporation and the Parent company of Send Global (“"Parent,”" and together with Send Global, the “"Sellers,”" and each a “"Seller”"). The Company ~~has~~s agreed to purchase substantially all of the assets of Send Global in exchange for: (i) $1,750,000 in cash, less the audit adjustment amount, if any, less the audit costs, (ii) either the additional payment of Five Hundred thousand dollars ($500,000) or the issuance of twelve million (12,000,000) shares of the Company’'s common stock (“"Common Stock Consideration”"). On April 25, 2013, the Company and Send Global agreed to extend the closing date from April 25, 2013 to May 25, 2013. Since the passage of May 25th date, the ~~companies~~transaction ~~are~~has inexpired ~~discussion~~and tono ~~extend~~additional discussions ensued. For the year ended December 31, 2013 and 2012, financing fees incurred on this acquisition agreement ~~once~~amounted ~~additional~~to ~~funding~~$125,000 ~~has~~in ~~been~~each ~~identified~~year.

AsOn ~~announced on Form 8-K filed with the SEC on December 3, 2012, 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”"). On March 28, 2013, the Company and AllCom agreed to extend the termination date of the agreement to April 30, 2013. Since the passage of April 30th date, the ~~companies~~transaction ~~are~~has inexpired ~~discussion~~and tono ~~extend the agreement once~~ additional ~~funding~~discussions ~~has been identified~~ensued.

~~F-13~~Both transactions have expired and no additional discussions ensued. The Company has turned their attention to the business plan and product set defined in Footnote 1.

~~-15-~~11. Subsequent Events

~~ITEM~~No 2.events ~~MANAGEMENT’S~~occurred ~~DISCUSSION~~subsequent ~~AND~~to ~~ANALYSIS~~June OF30, ~~FINANCIAL~~2014 ~~CONDITION~~that ~~AND~~would ~~RESULTS~~require OFadjustment ~~OPERATIONS~~to the accompanying financial statements or footnotes other than those disclosed in the notes above and the event listed below

F-14

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This section of this quarterly report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of our prospectus. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Overview

We were originally formed for the purpose of developing and marketing advanced fingerprint biometric technology and encryption software solutions. Our biometric identification and encryption software solutions provide innovative and new ways for customers to securely access, store, send and receive confidential information. We commenced marketing our products in the first half of 2007 following more than three years of technology and product development. We have invested over $12 million in the operations of the business including research and development, product development and marketing of our products.

As announced on Form 8-K filed with the SEC on January 27, 2012, Ceelox completed the fulfillment of the demand notice from CIP, LLC. In this agreement, Ceelox converted ~~approximately~~over $9~~,460,000~~ million in debt to 24 million shares of common stock and turned over all intellectual property and software to CIP. Since that time Ceelox has continued development of its business plan surrounding virtual credit card, social networking, and mobile, security. Ceelox will continue to seek merger and acquisition candidates with synergies within these areas. Ceelox is currently in discussions with CIP and will seek to license and/or purchase the intellectual property from CIP as appropriate to complete their new product rollout.

AsOn ~~reported~~October in25, 2012, the Company’s ~~Form~~entered ~~8-K~~into ~~filed~~an ~~with~~asset ~~the~~purchase ~~SEC~~agreement on("Agreement") ~~October~~with 31Send Global Corporation, ~~2012:~~a OnMichigan ~~October~~corporation 25("Send Global"), ~~2012~~and iTeknik Holding Corporation, a Wyoming corporation and the ~~Company~~Parent ~~entered~~company ~~into~~of anSend ~~asset~~Global ~~purchase~~("Parent," ~~agreement~~and together with Send Global, ~~Corporation~~the "Sellers," and ~~its~~each ~~parent,~~a ~~iTeknik~~"Seller"). ~~Holding~~The ~~Corporation.~~ Company has agreed to purchase substantially all of the assets of Send Global, ~~incorporated~~in exchange for: (i) $1,750,000 in ~~2005~~cash, isless athe ~~Voice~~audit ~~over~~adjustment ~~Internet~~amount, ~~Provider~~if any, less the audit costs, (~~VoIP~~ii) ~~registered~~either bythe additional payment of Five Hundred thousand dollars ($500,000) or the ~~Federal~~issuance ~~Communications~~of ~~Commission~~twelve asmillion a(12,000,000) ~~214~~shares ~~telecommunications~~of ~~carrier~~the Company's common stock ("Common Stock Consideration"). On April 25, 2013, the Company and Send Global isagreed ~~authorized~~ to ~~operate~~extend inthe ~~all~~closing 48date ~~contiguous~~from ~~states~~April 25, ~~Alaska~~2013 to May 25, ~~Hawaii~~2013. Since the passage of May 25th date, ~~Guam~~the transaction has expired and no additional discussions ensued. For the ~~District~~year ofended ~~Columbia~~December 31, 2013 and 2012, financing fees incurred on this acquisition agreement amounted to $125,000 in each year.

~~Send~~On ~~Global~~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 ~~evolved~~agreed asto purchase all of the ~~next~~assets ~~generation~~("Purchased Assets") of ~~on-demand~~AllCom ~~calling~~("Acquisition") in exchange for the issuance of that number of shares of Common Stock such that, ~~replacing~~following ~~pre~~such issuance, the Seller shall own forty-~~paid~~eight ~~calling~~percent ~~cards~~(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"). ~~The~~ ~~company’s~~On ~~International~~March ~~cellular~~28, ~~product~~2013, ~~line~~the ~~has~~Company ~~been~~and ~~used~~AllCom byagreed ~~millions~~to extend the termination date of ~~people~~the ~~across~~agreement to April 30, 2013. Since the ~~United~~passage ~~States~~of April 30th date, the transaction has expired and no additional discussions ensued.

~~Send~~Both ~~Global~~transactions ~~provides~~have ~~international~~expired ~~calling services to regional telephone companies, independent retailers who resell cellular phone service~~ and ~~consumers,~~no ~~primarily~~additional ~~foreign~~discussions ~~born, who purchase prepaid international long distance services directly from websites~~ensued. In The ~~addition,~~Company ~~Send Global~~ has ~~pioneered~~turned ~~several~~their ~~innovations~~attention ~~including the elimination of pin numbers, creating on-line accounts with the ability~~ to ~~recharge and manage accounts via~~ the ~~Internet. The company also offers proprietary software that enables retailers and regional telecom companies to manage their~~ business ~~on-line~~plan and ~~recharge~~product ~~through~~set adefined ~~text~~in ~~mobile~~the ~~application~~following paragraphs.

~~Send~~Our ~~Global~~business isplan adefines ~~registered~~the ~~214~~focus ~~licensed~~of ~~telecommunications~~the ~~carrier~~company ~~and~~to ~~originates~~work ~~calls~~towards todevelopment ~~more~~or ~~than~~acquisition ~~190~~of ~~countries~~an Internet based Cloud platform. ~~The~~ This ~~division~~platform ~~offers~~will ~~cutting~~become ~~edge~~the ~~VoIP~~foundation ~~carrier~~to launch a variety of services ~~that~~which ~~provide~~can ~~least~~range ~~cost~~from VOIP products, ~~high~~to ~~quality~~online ~~international~~gaming, ~~call~~to ~~routing~~financial services. ~~Send~~ The ~~Global~~value ~~also~~of ~~provides~~the ~~Regional~~approach ~~Telephone~~is ~~Companies~~that ~~with~~the aplatform ~~proprietary~~can ~~suite~~be ofused ~~software~~to ~~that~~offer ~~allows~~products ~~for~~directly ~~complete~~to ~~management~~end ofusers, ~~rates~~i.e. B2C, ~~routes~~B2B, ~~and~~or ~~other~~can ~~key~~be ~~telecom~~white ~~business~~labeled ~~issues~~for ~~such~~3rd asparty ~~fraud~~providers ~~screening~~i.e. B2B2C.

Send Global has an innovative, user friendly web interface, EZPosa.biz, that independent retail outlets use to resell the company’s domestic and international PIN’s, and it’s on-demand international phone calling service. More than 3,000 retail outlets throughout the United States are registered to sell Send Global products. Stores like Send Global because there is no inventory and all purchases are made through user friendly, web-based software on the EZPosa.biz web site.

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Working with major carriers, Send Global has established high quality, low cost routes to more than 190 regions of the globe. The majority of Send Global consumers are primarily from the rapidly increasing foreign born population in the U.S.

As part of the fulfillment of the Ceelox business approach, Send Global, along with their existing operations, represents a major distribution channel. Their services can be expanded to offer virtual credit cards and mobile services which could take advantages of products previously developed by Ceelox.

As a continuation of our business plan, Ceelox announced on Form 8-K filed with the SEC on December 3, 2012, on November 27, 2012, that the Company entered into an asset purchase agreement with AllCom, a Nevada corporation. Incorporated in 1997, AllCom set out to design and fully develop a proprietary mix of hardware and software that integrates three powerful technologies into one seamless service: Telecommunications, Electronic Banking, and the Internet.

AllCom developed the Genie platform providing the Universal Office offering a host of telecom and Internet services, and the Genie Gateway, the faster, safer way to pay and get paid online, via mobile devices, in store, or by phone, and send payments, all without sharing your financial information.

The goal of the Company will be to combine the assets of all three companies and personnel to create a telecom and financial platform and distribution network. Utilizing AllCom’s Genie CashBox and alternative merchant processing services, the Company will offer a secure and private, payments and communications service. With the CashBox Subscribers can make and receive calls and cash payments, without ever revealing their personal telephone numbers or credit card information.

As announced on Form 8-K filed with the SEC on October 31, 2012, on October 25, 2012, the Company entered intoan asset purchase agreement (“Agreement”) with Send Global Corporation, a Michigan corporation (“Send Global”), and iTeknik Holding Corporation, a Wyoming corporation and the Parent company of Send Global (“Parent,” and together with Send Global, the “Sellers,” and each a “Seller”). The Company has agreed to purchase substantially all of the assets of Send Global in exchange for: (i) $1,750,000 in cash, less the audit adjustment amount, if any, less the audit costs, (ii) either the additional payment of Five Hundred thousand dollars ($500,000) or the issuance of twelve million (12,000,000) shares of the Company’s common stock (“Common Stock Consideration”). On April 25, 2013, the Company and Send Global agreed to extend the closing date from April 25, 2013 to May 25, 2013. Since the passage of May 25th date, the companies are in discussion to extend the agreement once additional funding has been identified.

As announced on Form 8-K filed with the SEC on December 3, 2012, 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”). On March 28, 2013, the Company and AllCom agreed to extend the termination date of the agreement to April 30, 2013. Since the passage of April 30th date, the companies are in discussion to extend the agreement once additional funding has been identified.

During the last quarter the Company continued efforts to obtain financing. Even though the task has taken longer than anticipated the Company remains focused on the capital raise.

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In addition, the cloud foundation could also leverage the products developed by Ceelox aimed at protecting users from hackers that steal their login/authentication credentials that put them at risk of losing their identity, loss of money, false purchases, etc. These types of applications and services are susceptible to the man-in-the-middle threats but are cured though the Ceelox' parallel key infrastructure approach. This cloud approach along with any one of the enabled services could produce significant revenues.

The Company continues its efforts to obtain financing to achieve its business objectives. Even though the task has taken longer than anticipated, the Company remains focused on securing financing to provide needed operating funds.

Results of Operations

~~Nine~~Six ~~months~~Months Ended ~~September~~June 30, ~~2013~~2014 Compared with ~~Nine~~Six ~~months~~Months Ended ~~September~~June 30, ~~2012~~2013

Net Revenue

For the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 and ~~2012~~2013 the Company had no revenues respectively. ~~This~~No ~~results~~sales ~~from~~occurred ~~the~~in ~~fact~~either ~~that~~period as a result of the Company's ~~was~~focus ~~focused~~ on continued product development and securing funding to execute its business plan.

Total Operating Costs and Expenses

Our total costs and expenses which consist of payroll and related benefits, consulting expenses, and ~~marketing, general and~~ administrative expenses ~~increased~~decreased by $4177,~~461~~429 or 154% for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 from the ~~nine~~six months ended ~~September~~June 30, ~~2012~~2013. In connection with our acquisition strategy, we incurred expired acquisition costs $0 and $125,000 for the six months ended June 30, 2014 and 2013, respectively. Compensation expense is $81,100 and $ 81,824 for the six months ended June 30, 2014 and 2013.

Loss from Operations

Our operating loss for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 was $~~390~~150,~~283~~596 compared to a loss of $~~385~~328,~~822~~025 for the ~~nine~~six months ended ~~September~~June 30, ~~2012~~2013. ~~This~~ ~~was~~In anconnection ~~increased~~with ~~loss~~our ~~from~~acquisition ~~operations~~strategy, ofwe incurred expired acquisition costs $40 and $125,~~461~~000 orfor 1%the six months ended June 30, 2014 and 2013, respectively.

Interest Expense

Interest expense and related financing fees for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 was $~~177~~58,~~232~~137 compared to $74151,~~613~~649 for the ~~nine~~six months ended ~~September~~June 30, ~~2012~~2013, ana ~~increase~~decrease of $~~102~~93,~~619~~512 or ~~138~~62%. In Interest ~~August~~expense ~~2005,~~on ~~Ceelox of Florida, a majority owned subsidiary of~~ the ~~Company,~~notes ~~entered~~payable ~~into~~and aadvances ~~convertible note~~ from a related ~~party~~parties ~~totaling~~amounted to $~~300~~52,~~705~~104 ~~(see~~and ~~footnote 5 of the Company’s financial statements). Interest on that note was~~ $041,497 for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 ~~compared~~and ~~to $3~~2013,~~141~~ ~~for the same period in 2012~~respectively. In ~~February~~Interest ~~2010,~~expense ~~the~~on ~~Company issued convertible notes to a related party totaling $450,000 (see footnote 7 of~~ the ~~Company’s financial statements). Between December 2009 and February 2010, the Company issued~~ convertible bridge ~~loan~~loans ~~notes totaling $626,735, of which $350,000~~ was ~~converted in February 2010. Interest expense on these notes was~~ $96,~~100~~033 for the ~~nine~~six months ended ~~September~~June 30, ~~2013. In~~2014 ~~2012,~~compared ~~the Company issued promissory notes~~ to ~~a related party in the aggregate amount of~~ $~~626~~6,~~824.~~033 ~~Interest expense~~ for the ~~nine~~six months ended ~~September~~June 30, 2013 ~~related to these related party promissory notes amounted to $494~~. Interest Inexpense ~~February~~on ~~2012,~~ the ~~Company~~secured ~~issued a~~ convertible ~~promissory~~ note ~~in the amount of $187~~financing,~~500.~~ ~~Interest~~which ~~expense for the nine months ended September 30, 2013~~ related to the amortization of debt discount and deferred finance fees, ~~on this note~~ totaled $~~104,119.~~0 ~~Additionally,~~for ~~between~~the ~~May~~six ~~2012~~months ~~and~~ended ~~May~~June ~~2013~~30, ~~the~~2014 ~~company~~versus ~~issued additional convertible promissory notes aggregating~~ $~~682~~104,~~099,~~119 ~~which~~for ~~contributed to~~ the ~~remaining~~six ~~interest~~months ofended ~~$62~~June 30,~~897~~ 2013.

Liquidity and Capital Resources

As of June 30, 2014, we had a working capital deficit of $2,131,009 as compared to a working capital deficit of $1,888,111 as of December 31, 2013. In the past we have relied on sales of our equity and debt instruments to raise funds for our working capital requirements including related party advances from our majority stockholder. We will need to raise additional capital in order to implement our business plan and will seek to sell additional equity and/or debt to accomplish this objective. There can be no assurance that we will be able to raise funds sufficient to carry out our business plan, or that if funds are available to us that they will be on acceptable terms.

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Operating Activities

Cash used in operations of $170,134 during the six months ended June 30, 2014 was primarily a result of our $197,898 net loss reconciled with our net non-cash expenses relating to derivative expense and accrued interest. Cash used in operations of $248,234 during the six months ended June 30, 2013 was primarily a result of our $474,092 net loss reconciled with our net non-cash expenses relating to derivative expense, accrued interest, and amortization expense

Investing Activities

There were no investing activities during the six months ended June 30, 2014 and 2013, respectively.

Financing Activities

During the six months ended June 30, 2014, we generated proceeds of $181,000 from our financing activities which consisted of: proceeds from related party advances.

Seasonality Results

We do not expect to experience any seasonality in our operating results

Results of Operations

Three Months Ended ~~September~~June 30, ~~2013~~2014 Compared with Three Months Ended ~~September~~June 30, ~~2012~~2013

Net Revenue

For the three months ended ~~September~~June 30, ~~2013~~2014 and ~~2012~~2013 the Company had no revenues respectively. ~~This~~No ~~results~~sales ~~from~~occurred ~~the~~in ~~fact~~either ~~that~~period as a result of the Company's ~~was~~focus ~~focused~~ on continued product development and securing funding to execute its business plan.

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Total Operating Costs and Expenses

Our total costs and expenses which consist of payroll and related benefits, consulting expenses, and ~~marketing, general and~~ administrative expenses decreased by $3130,~~204~~406 or 3323% for the three months ended ~~September~~June 30, ~~2013~~2014 from the three months ended ~~September~~June 30, ~~2012~~2013. ~~The~~In ~~decrease~~connection inwith ~~Operating~~our ~~Costs~~acquisition ~~and~~strategy, ~~Expenses~~we ~~was~~incurred ~~due~~expired toacquisition ~~reductions~~costs in$0 ~~costs~~and ~~such~~$125,000 asfor ~~legal~~the ~~expense~~three months ended June 30, 2014 and ~~other~~2013, ~~operation~~respectively. Compensation ~~costs~~expense ~~that~~is ~~occurred~~$40,369 ~~during~~and $ 40,369 for the three months ended ~~September~~June 30, 2014 and 2013.

Loss from Operations

Our operating loss for the three months ended ~~September~~June 30, ~~2013~~2014 was $62103,~~258~~277 compared to a loss of $93133,~~462~~683 for the three months ended ~~September~~June 30, ~~2012~~2013. ~~The~~ ~~decreased~~In ~~loss~~connection ~~from~~with ~~operations~~our ofacquisition ~~$31~~strategy,~~204~~ orwe ~~33%~~incurred ~~was~~expired ~~due~~acquisition ~~to reductions in~~ costs ~~such~~$0 ~~as legal expense~~ and ~~other~~$125,000 ~~operation~~for ~~costs that occurred during~~ the three months ended ~~September~~June 30, 2014 and 2013, respectively.

Interest Expense

Interest expense and related financing fees for the three months ended ~~September~~June 30, ~~2013~~2014 was $2530,~~583~~702 compared to $3928,~~552~~444 for the three months ended ~~September~~June 30, ~~2012~~2013, aan ~~decrease~~increase of $132,~~969~~258 or 358%. In Interest ~~August~~expense ~~2005,~~on ~~Ceelox of Florida, a majority owned subsidiary of~~ the ~~Company,~~notes ~~entered~~payable ~~into~~and aadvances ~~convertible note~~ from a related ~~party~~parties ~~totaling~~amounted to $~~300~~27,~~705~~669 ~~(see~~and ~~footnote 5 of the Company’s financial statements). Interest on that note was~~ $025,411 for the three months ended ~~September~~June 30, ~~2013~~2014 ~~compared~~and ~~to $0 for the same period in 2012. In February 2010~~2013, ~~the Company issued convertible notes to a related party totaling $450,000 (see footnote 7 of the Company’s financial statements)~~respectively. ~~Between~~ ~~December~~Interest ~~2009~~expense ~~and~~on ~~February 2010,~~ the ~~Company issued~~ convertible bridge ~~loan~~loans ~~notes totaling $626,735, of which $350,000~~ was ~~converted in February 2010. Interest expense on these notes was~~ $3,~~067~~033 for the ~~nine months ended September 30, 2013. In 2012, the Company issued promissory notes to a related party in the aggregate amount of $626,824. Interest expense for the~~ three months ended ~~September~~June 30, ~~2013~~2014 ~~related~~compared to ~~these related party promissory notes amounted to~~ $~~167. In February 2012~~3,033 ~~the Company issued a convertible promissory note in the amount of $187,500. Interest expense~~ for the three months ended ~~September~~June 30, 2013 ~~related to the amortization of debt discount and deferred finance fees on this note totaled $0~~. ~~Additionally, between May 2012 and May 2013, the company issued additional convertible promissory notes aggregating $682,099, which contributed to the remaining interest of $22,350.~~

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rates

We are not being exposed to market risks relating to changes in interest rates because all outstanding debt bears interest at a fixed rate. We currently do not engage in any interest rate hedging activity and have no intention of doing so in the foreseeable future.

Foreign Exchange

The company has no exposure to foreign exchange fluctuations.

Inflation

Inflationary factors such as increases in the cost of our product and overhead costs may adversely affect our operating results. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross margin and selling, general and administrative expenses as a percentage of net sales if the selling prices of our products do not increase with these increased costs.

~~-19-~~ITEM 4. CONTROLS AND PROCEDURES.

~~ITEM~~We 4maintain "disclosure controls and procedures," as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. ~~CONTROLS~~ ~~AND~~We ~~PROCEDURES~~conducted an evaluation (the "Evaluation"), under the supervision and with the participation of our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of the design and operation of our disclosure controls and procedures ("Disclosure Controls") as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, Mr. Grannell, our CEO, and Mr. Moore, our CFO, concluded that our Disclosure Controls were not effective as of the end of the period covered by this report. The small size of our company does not provide for the desired separation of control functions, and we do not have the required closing process related to the preparation of consolidated financial statements. As of June 30, 2014 we do not believe that our disclosure controls and procedures were effective.

We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation (the “Evaluation”), under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (“Disclosure Controls”) as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, Mr. Grannell, our CEO, and Mr. Moore, our CFO, concluded that our Disclosure Controls were not effective as of the end of the period covered by this report. The small size of our company does not provide for the desired separation of control functions, and we do not have the required closing process related to the preparation of consolidated financial statements. As of September 30, 2013 we do not believe that our disclosure controls and procedures were effective.

Changes in Internal Controls

There have been no changes in our control over financial reporting that materially affected, or is reasonably likely to material affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

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ITEM 6. EXHIBITS

The following documents are included herein:

Exhibit No.	Document Description
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 5th day of November, 2013.

CEELOX INC. (the “Registrant”) By: MARK L. GRANELL Mark L. Grannell Chief Executive Officer and Chief Operating Officer By: WILLIAM P. MOORE William P. Moore Secretary, Treasurer and Chief Financial Officer

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~~EXHIBIT INDEX~~SIGNATURES

Exhibit No.	Document Description
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

	CEELOX INC.
	(the "Registrant")


	By:	MARK L. GRANNELL
		Mark L. Grannell
		Chief Executive Officer and Chief Operating Officer


	By:	WILLIAM P. MOORE
		William P. Moore
		Secretary, Treasurer and Chief Financial Officer

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