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): January 7, 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
On January 7, 1999, the Registrant announced that it had entered
into an Agreement for a business venture for referral of travel
services and the purchase of a series of internet domain names.
Details are contained in the attached agreement. Registrant
does not currently have the financial resources to complete the
purchase and there can be no assurance Registrant will be able
to complete the transaction or operate profitably in the future.
Registrant issued certain equity and warrants to purchase
common stock in conjunction with the Agreement.
Registrant issued warrants to purchase common stock for a
two (2) year period to several professionals and joint
venture partners associated with professional services
agreements. Registrant also issued warrants to parties
who provided financing in the past and to others for
financial consulting services or investment banking.
Among the parties provided with warrants is Southwick
Investments, a registered broker-dealer located in
Atlanta, Georgia.
At the present time, there are currently 100 million shares
of common stock outstanding and approximately 20
million warrants to purchase common stock at prices
ranging from $0.01 per share to $0.05 per share.
The Registrant is also required to issue an additional
seven (7) million shares to an officer and shareholder
of the Registrant for common stock he tendered to
Registrant as treasury stock in order to permit stock
issuances for the Agreement described above and other
matters.
Separately, Registrant and NETWorks Direct, Inc.,
revised the terms of their joint venture agreement
whereby the parties agreed to divide equally the
gross profits generated from travel services and
other services to be offered in the future through
independent Internet agents. Registrant currently
has approximately six hundered (600) independent
agents located in the United States and abroad.
Attachment:
Michael S. Luther
Aden Enterprises, Inc.
13314 I Street
Omaha, NE 68137
January 7, 1999
Ms. Rene Fidler
4026 S. Parker Road
Suite 178
Aurora, Colorado 80014
Sent Via Facsimile:
Dear Rene:
The purpose of this letter is to set forth the terms and
conditions of the Agreement between Aden Enterprises,
Michael S. Luther and Rene Fidler (the Parties)
pertaining to the purchase of certain Internet domain
names licensed to you (the Purchase Agreement) and a
corresponding Professional Services Agreement. Under
terms of the Agreement, we agree to the following:
1. Rene Fidler is a resident of Colorado whose business
address is 4026 S. Parker Road, Suite 178, Aurora,
Colorado 80014.
2. Aden Enterprises, Inc. is a California Corporation
whose offices are located at 13314 I Street, Omaha, NE
68054.
3. Michael S. Luther is an individual who resides at
1611 S. 91st Avenue, Omaha, NE 68124.
4. Aden Enterprises, Inc. and Michael S. Luther ('the
Purchasers") shall provide Rene Fidler with the
following cash payments:
a. $50,000 within 10 days of signing this Agreement as a
good faith deposit on the Purchase.
b. $250,000 within 90 days of signing this Agreement at
the Closing and Transfer of the domain names.
5. Upon signing this agreement, Aden Enterprises, Inc.
shall issue Rene Fidler 5 million shares of restricted
common stock in Aden Enterprises, Inc. and a warrant to
purchase 5 million shares of common stock in Aden
Enterprises, Inc. at a strike price of $.05 per share
for a period of two years. The common stock shall carry
registration rights of 1 million shares 6 months from
the Closing, 2 million shares after 12 months and 2
million shares after 18 months. The common stock
underlying the 5 million warrants shall have piggyback
rights whereby shares shall be eligible for registration
along with other shares subject to underwriter approval.
Aden Enterprises, Inc./Michael S. Luther/Rene Fidler
January 7, 1999
Page 2
6. Upon signing this agreement and issuance of the
securities describe on page 1 of this Agreement, the
Parties agree to commence a significant business
relationship, expanding upon the current referral
activities currently provided to Liberty Court Travel,
whereby Rene Fidler and her affiliates will help Aden
Enterprises, Inc. learn about the business activities
surrounding the Internet domain names. Ms. Fidler shall
make an additional effort to provide a larger number of
travel referrals to Liberty Court Travel, particularly
in more lucrative areas including cruises and
international travel. Such referrals shall continue to
be provided subject to the current rates according to
the existing business relationship. Ms. Fidler shall
also commence utilizing the services of Liberty Court
Travel, Inc. (a wholly-owned subsidiary of Aden
Enterprises, Inc.) for ticketing of travel business she
generates through the Internet domain names prior to the
Closing pursuant to the Agreement for a referral fee of
50% of gross commissions.
7. Upon Payment of the $250,000 at the Closing, Rene
Fidler shall transfer the Internet domain names set
forth in Exhibit 1 to Aden Enterprises, Inc. or its
designee free and clear of any liens and encumbrances.
Upon the transfer, Aden Enterprises and/or its
affiliate(s) shall commence management of the web sites
and corresponding customer inquiries associated with the
sites. Aden Enterprises covenants that it shall not
transfer, sell or otherwise dispose of the Internet
domain names. In the event Aden contemplates any kind
of transfer of the Internet domain names, it must either
obtain approval by Ms. Fidler or offer her the right of
first refusal.
8. Rene Fidler shall be provided with a three-year
employment agreement with provisions that are customary
in business at a base salary of $60,000 in year 1 and
$100,000 for each of the subsequent two years. If Ms.
Fidler is terminated for any reason, Aden Enterprises
shall be obligated to make a lump-sum payment of the
total amount that would be paid to her during the course
of the employment agreement. Such payment would be
payable within 30 days of termination.
9. The laws of the State of Colorado shall govern this
Agreement.
10. This Agreement shall be binding to all parties to
this Agreement.
Aden Enterprises, Inc/Michael S. Luther/Rene Fidler
January 7, 1999
Page 3
Agreed to as of this 6th day of January 1999
Michael S. Luther
Personally
/s/
Aden Enterprises, Inc.
Agreed to as of this ____day of January 1999.
/s/
Rene Fidler
Aden Enterprises, Inc./Michael S. Luther/Rene Nelson
January 7, 1999
Page 4
Exhibit 1
The web domain names licensed to Rene Nelson to be
transferred to Aden Enterprises, Inc on the Closing date
are:
1. Functioning sites:
www.cheapfares.to
www.discountairfare.to
www.cheapcruises.to
www.travelauction.to
2. Sites which are not operational, but have been
reserved:
www.cheapfares.firm
www.cheapfares.shop
www.cheapfares.web
www.cheapfares.info
Thanks,
Rene
Aden8k
6
