-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OflS2YZ0lmL4usDEUeGSbtx0BaEGlGe8/BbObXxsb6K1zp5tbILDoHf0JIkMMbVe KThZ4Hi19uZ+njlX/DPOOQ== 0000798538-99-000004.txt : 19990202 0000798538-99-000004.hdr.sgml : 19990202 ACCESSION NUMBER: 0000798538-99-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990115 ITEM INFORMATION: FILED AS OF DATE: 19990201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADEN ENTERPRISES INC CENTRAL INDEX KEY: 0000798538 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 870447215 STATE OF INCORPORATION: CA FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-18140 FILM NUMBER: 99518575 BUSINESS ADDRESS: STREET 1: 13314 I STREET CITY: OMAHA STATE: NE ZIP: 68137 BUSINESS PHONE: 4023345556 MAIL ADDRESS: STREET 1: 13314 I STREET CITY: OMAHA STATE: NE ZIP: 68137 8-K 1 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): February 1, 1999 ADEN ENTERPRISES, INC. (Exact name of registrant as specified in its charter) California 00-18140 87-0447215 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File No.) Identification No.) 13314 I Street, Omaha, Nebraska 68137 (Address of principal executive offices) (Zip Code) (402) 334-5556) (Registrants telephone number, including area code) Item 5. Other Information Registrant and its majority-owned subsidiary, Liberty Court Travel, Inc. entered into an Agreement with MercExchange LLC pertaining to MercExchange providing Liberty Court Travel, Inc. with a limited, nontransferable license to its patent number 5845265 and associated patents pending for use in the travel services industry. Under terms of the Agreement, Registrant shall provide MercExchange with 4 million shares of restricted common stock and two-year warrants to purchase 2 million shares of common stock at a price of $.25 with full vesting 6 months from issuance. MercExchange will also receive sufficient shares to obtain a 3% interest in common stock in Liberty Court Travel, Inc. An amount equal to 25% of the common stock and shares underlying the warrants in Registrant and Liberty shall be subject to a demand registration right after six months. Registrant also entered into a separate agreement with MercExchange whereby it shall provide financing and other resources to MercExchange in exchange for an equity interest. In conjunction with the Agreement, Registrant engaged the professional services of Michael Caputo in exchange for 1 million shares of common stock and two-year warrants to purchase 500,000 shares of common stock at a price of $.25 with full vesting 6 months from issuance. An amount equal to 25% of the common stock and shares underlying the warrants in Registrant shall be subject to a demand registration right after six months. In a separate agreement, Registrant purchased the domain name cheapfares.com in exchange for 100,000 shares of restricted stock in Registrant and additional consideration of convertible preferred stock in Liberty Court Travel, Inc. with a face value of $225,000. On February 1, 1999 the Board of Directors of Liberty Court Travel, Inc. voted to change the name of Liberty Court Travel, Inc. to Cheapfares.com. Registrant is not profitable at the present time and does not expect to be in the near future. Registrant has limited financial resources and there can be no assurance it will raise sufficient capital to fund its operations or fulfill the Agreement. Registrant has a significant amount of debt that is currently in default and it is a party in certain litigation. In exchange for certain consideration, a shareholder entered into an agreement previously to assume all of its debt and indemnify the Registrant for all known litigation. At the present time, there are currently 100 million shares of common stock outstanding and approximately 22.5 million warrants to purchase common stock at prices ranging from $.01 per share to $.25 per share. Registrant is also required to issue an additional 7 million shares to an officer and shareholder of Registrant for common stock he tendered to the Registrant as treasury stock in order to permit stock issuance for the Agreement described above and other matters. Registrant is also required to issue an additional 5 million shares in conjunction with the Agreement described above. Certain information above contains forward-looking statements that may involve risk and uncertainties. Registrant believes that its expectations are based on reasonable assumptions. However, no assurances can be given that its goals will be achieved. Factors that could cause actual results to differ materially include, but are not limited to, changes in federal, state and local regulations, new product introductions by competitors and changes in technology. 1 -----END PRIVACY-ENHANCED MESSAGE-----