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.
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