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): Febr. 16, 1998
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.)
2410 South 156th Circle, Suite 100, Omaha, Nebraska 68130
(Address of principal executive offices) (Zip Code)
(402) 334-5556)
(Registrants telephone number, including area code)
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Item 5. Other Information
On February 16, 1998, the Registrant announced it had entered
into a binding Letter of Intent for a proposed merger with
Engineered Medical Concepts, Inc., (EMC) a two year old
Florida corporation which has one esthetic care
treatment facility located in Palm Beach Gardens
Florida. The Registrant will acquire all assets
of EMC, including its working prototype facility,
CosMedica Institute of the Palm Beaches, all fixtures,
equipment, physician contracts and other revenue
generating assets. The Registrant will also assume all
liabilities of EMC at the time of the closing.
The Registrant plans to utilize the existing
EMC management, their intellectual property
and business plan and attempt to expand
the concept to other markets.
The Registrant is required to invest $450,000.00
directly into EMC at the time of the closing, which
is expected to occur no later than March 12, 1998.
In conjunction with the acquisition of EMC the
Registrant will issue an additional 36,000,000
shares of common stock. There can be no
assurance the Registrant will be successful in
raising the funds required to close on the acquisition.
Following the acquisition a stock option plan is
expected to be put in place for physicians and other
professionals for an additional 20,000,000 shares.
Separately, the Registrant has appointed two additional
members to the Board of Directors. They are
Judith E. Sundberg and Donald E. Rokusek.
The independent members of the Board have
agreed to issue Michael Luther a total
of 15,000,000 shares in exchange for the
assumption, collateralizing and/or guaranteeing
of approximately $4 million of debt.
The Board of Directors of the Registrant also
moved to conclude the acquisition of 100%
of the outstanding stock of Lightwaves
Acquisition Corporation in exchange for
20,000,000 shares of common stock.
