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): September 4, 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.)
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
On September 4, 1998, the Registrant announced that it has entered
into a Rescission Agreement by and between SellectSoft L.L.C., an
Arizona Limited Liability Company. In connection with the
Agreement, 10 million shares of the Registrant's common stock were
returned and cancelled. Rescission of SellectSoft Marketing
Exclusivity Agreement was executed and dated February 12, 1999.
See attachment A.
On February 25, 1999, the Registrant announced that it
has entered into a Rescission Agreement by and between
Synergy Media, Inc., and Government Payment Services,
Inc. In connection with the Agreement, the Registrant is not required
to issue 5 million shares of its common stock as previously agreed.
See attachment B.
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.
After the above rescission agreements and issuance of shares in
accordance with previous agreements, there are currently 100 million
shares of common stock outstanding and approximately 20 million
warrants to purchase common stock at prices ranging from $.01 per
share to $.25 per share. In addition to the shares of common stock
and warrants outstanding, the Company is required to issue an
additional 2,100,000 shares in conjunction with previous agreements.
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.
Attachment A:
RESCESSION OF SELLECTSOFT
MARKETING EXCLUSIVITY AGREEMENT
Effective September 4, 1998, the undersigned ADEN
ENTERPRISES, INC., a Delaware Corporation (ADEN) and
SellectSoft L.L.C., an Arizona Limited Liability Company
(SellectSoft), hereby agree as follows:
WHEREAS the parties executed a certain agreement entitled
"SellectSoft Marketing Exclusivity Agreement" (the "Agreement")
originally dated September 4, 1998, which pertained to certain
marketing rights to a patented process, all as set forth in the
Agreement, a true and correct copy of which is attached hereto as
Exhibit A and incorporated herein by this reference; and
WHEREAS certain of the conditions of said Agreement were
never fulfilled and the parties now recognize that various significant
matters existed for which understandings were never reached; and
WHEREAS the parties, in recognition of the foregoing wish to
declare the Agreement as rescinded and null and void and of no force
and effect;
NOW, THEREFORE, the parties hereby agree that the
Agreement is hereby rescinded, canceled and declared void and of no
force and effect and neither party has any obligation or duty to the
other and all obligations set forth in said Agreement are deemed
released. To the extent either party received any property or value
from the other pursuant to said agreement, the same shall be returned
as part of this rescission. Each party warrants and represents that it
has the sole and lawful authority to enter into this Rescission
Agreement.
SIGNED this 12th day of
February, 1999.
SELLECTSOFT L.L.C.
By: /s/ Scott Christensen,
Manager
ADEN ENTERPRISES, INC.
By: /s/ Michael S. Luther
Chief Executive Officer
Attachment B:
RESCISSION AGREEMENT
This Agreement is made as of this 25th day of February, 1999,
by and between ADEN Enterprises, Inc., ("Aden"), Synergy Media,
Inc. ("Synergy"), and Government Payment Service, Inc. ("GPS").
WHEREAS, Aden, Synergy and GPS entered into a
Memorandum of Agreement dated as of January 13, 1999 (the
"MOA") wherein Aden was to acquire the outstanding capital stock of
GPS from Synergy (a copy of which is attached hereto as Exhibit A);
WHEREAS, the MOA was a non-binding agreement in
principle, contingent upon a number of matters and ancillary
agreements;
WHEREAS, the parties hereto acknowledge the impossibility
of performance of the MOA and the failure of a number of conditions
contained in the MOA; and
WHEREAS, the parties hereto agree that the MOA is
cancelled and the transactions described therein are no longer in the
best interests of all parties;
NOW, THEREFORE, in consideration of the mutual
covenants and contained herein and other good and valuable
consideration, receipt of which is hereby acknowledged, the parties
below hereby agree as follows:
1. Termination and Rescission of MOA. The
Memorandum of Agreement dated as of January 13,
1999, by and between the signatories hereto is hereby
cancelled, terminated and rescinded in full.
2. The parties hereto hereby agree to hold each other
harmless and to indemnify the others with regard to any
liabilities, claims or actions arising out of the now
rescinded MOA.
3. Each party hereto has taken appropriate action to duly
authorize and execute this Agreement, and represents
to the others its lawful capacity to enter into this
Agreement.
4. This agreement shall be governed by the laws of
Delaware.
AGREED TO AS WITNESSETH THE HANDS SET FORTH
BELOW:
/s/_____________________________________
Michael S. Luther, Pres. Aden Enterprises, Inc.
/s/_____________________________________
Dale W. Conrad, Pres. Synergy Media, Inc.
/s/____________________________________
Dale W. Conrad, Pres. Government Payment Service, Inc.
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