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 8, 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 13, 1999, the Registrant announced that it has entered into
an agreement with Government Payment Services, Inc., and Synergy
Media, Inc., to assume 100% ownership of Government Payment
Services, Inc. See Attachment.
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 20 million warrants to purchase
common stock at prices ranging from $.01 per share to $.05 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.
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:
AGREEMENT
Acquisition of Government Payment Service, Inc. (GPS) an Indiana
Corporation,
from Synergy Media, Inc. (SYME), a Nebraska corporation by ADEN
ENTERPRISES, INC. (ADEN), a Public Company based in
Nebraska.
This Agreement is hereby executed on January 13, 1999, and includes
the following terms and conditions of the Agreement in principle
between SYME and ADEN, GPS is a company that was acquired
by SYME as a result of an acquisition agreement dated November
11, 1998, GPS is a company that provides services to Government
Agencies including the collection of fees.
Upon completion of the terms and conditions of this Agreement,
ADEN will assume 100% ownership of GPS.
1. The SYME Shareholders as of January 31, 1999, will receive
Five million (5,000,000) shares of ADEN common stock. The
stock certificates will be delivered to SYME at its corporate
offices in Indianapolis, Indiana, for distribution to individual
shareholders within ninety (90) days from the date of this
Agreement.
2. ADEN will pay GPS the sum of five hundred thousand
dollars ($500,000.00) in cash for current debt and notes
that are currently due. The funds will be delivered to
GPS the earlier of when a financing is completed or
sixty (60) days from the date of this Agreement.
3. ADEN will provide one hundred thirty seven thousand dollars
($137,000.00) in operating capital to GPS at execution
of this Agreement and will provide an additional twenty-
five thousand dollars ($25,000.00) per month for six
(6) months beginning in January and ending in June, 1999.
4. Dale Conrad will be given a three (3) year employment
agreement to become an Executive Vice President of
ADEN and is appointed as a Director for ADEN. The
GPS operations will continue in Indianapolis,
Indiana, for a minimum period of three (3) years.
5. This acquisition is ratified by the Board of Directors of
SYME and ADEN and it is not subject to shareholders
approval.
Agreed:
/s/ Michael S. Luther January 13, 1999
Michael S. Luther, Chairman of ADEN ENTERPRISES, INC.
/s/ Dale W. Conrad January 13, 1999
Dale W. Conrad, President of Synergy Media, Inc., and Government
Payment Service, Inc.
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