FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

(Mark One)

/X/     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
        ACT OF 1934

For the Fiscal Year Ended April 30, 1999

                                       OR

/ /     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
        EXCHANGE ACT OF 1934

For the transition period from            to

Commission file number 00-18140

                             ADEN ENTERPRISES, INC.
             (Exact name of registrant as specified in its charter)


                        CALIFORNIA                       87-0447215
             (State or other jurisdiction of         (I.R.S. Employer
              incorporation or organization)        Identification No.)

            13314 "I" Street, Omaha, Nebraska              68137
             (Address of principal executive            (Zip Code)
                         offices)



Registrant's telephone number, including area code: (402) 334-5556

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

                                  Common Stock
                                (Title of Class)

    Indicate  by check mark  whether  the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes / / No /X/

    Indicate by check mark if disclosure of delinquent  filers  pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. /X/

    The  aggregate  market  value  of the  registrant's  Common  Stock  held  by
non-affiliates  of the registrant as of December 31, 1999,  was  $198,482,869.20
based on the  closing  price of $3.08 per share as of such date.  As of December
31, 1999, 81,000,000 shares of the registrant's Common Stock were outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

         Portions of the  registrant's  Registration  Statement on Form S-18 and
all  amendments   thereto   (Registration  No.  33-7494-LA)  (the  "Registration
Statement") are incorporated by reference in Parts I and IV of this Report.


<PAGE>



                                     PART I

ITEM 1.  BUSINESS

         (a)      Introduction

     Aden Enterprises,  Inc. was incorporated in Nevada on May 22, 1986, and was
reincorporated  in  California  effective  August 12,  1988.  Unless the context
otherwise  requires,  the term "Company"  means Aden  Enterprises,  Inc. and its
subsidiaries, collectively. The original business purpose of the Company and the
circumstances  surrounding its  reincorporation  are more fully described in the
Registration Statement.

         On January 31,  1995, a group of  investors  based in Omaha,  Nebraska,
acquired  from  the  Company's  principal  shareholder  19.8%  of the  Company's
outstanding  Common  Stock and  options to acquire an  additional  21.8% of such
Common  Stock  (which  options  were  not   exercised).   Concurrent  with  this
transaction,  the selling shareholder (being the sole director of the Company at
the time)  designated  members of this group of  investors  as  directors of the
Company,  who thereupon assumed control of the Company.  Since then, the Company
has undertaken to locate and negotiate with selected  business  entities for the
purpose of acquiring, or entering into business combinations,  with the selected
businesses.

         The Company has adopted a strategy of seeking  opportunities to realize
gains through the selective sale of investments or having separate  subsidiaries
or affiliates sell minority interests to outside investors. The Company believes
that this strategy provides the ability to increase shareholder value as well as
provide  capital to support the growth in the  Company.  The Company  expects to
continue to develop and refine the products and services of its businesses, with
the goal of increasing revenue as new products are commercially introduced,  and
to  continue  to pursue the  acquisition  of or the  investment  in,  additional
internet and fulfillment services companies.

     The Company will initially conduct its internet-related  businesses through
three  operating  subsidiaries.  Cheapfares.com  Incorporated  is a newly-formed
Nevada corporation which will provide online travel services.  Navlet.com,  Inc.
is a newly-formed  Delaware  corporation which will develop certain  proprietary
technology  described  below.   Leftbid.com,   Inc.  is  a  newly-formed  Nevada
corporation  which will provide an internet  bid/ask system in the fine arts and
collectibles marketplace.

         At the present  time,  the Company uses certain  intellectual  property
rights  the  Company  has  acquired  to  operate a travel  web site that  allows
participants  to bid for travel  services  in an  environment  that  informs the
consumer of a potential ask price. The Company  believes that the  informational
aspect of the system is superior to a name your price type system because it may
foster an informed expectation in the consumer's mind of the reasonableness of a
particular bid which in turn may facilitate higher order fulfillment and greater
consumer  satisfaction  than  possible with the name your price type bid system.
The  Company  has an  improved  version  of  its  proprietary  technology  under
development and plans to continue to improve system and product offerings.

         The  Company  has  acquired  ownership  of a  confidential  proprietary
technology  that,  among other  things,  may  provide a new way to navigate  the
Internet.  Developed  by  employees  of the  Company,  the Company  acquired its
ownership  interest in this proprietary  technology by causing the assignment of
all  right,  title and  interest  therein  from the  original  inventors  to the
Company's majority owned subsidiary,  Navlet.com,  Inc. ("Navlet").  Navlet will
develop the technology



<PAGE>



and bring the technology to market in a commercial product. At the present time,
the Company is maintaining  the new  technology as a confidential  trade secret.
The new  technology  is,  however,  the  subject  of  four  (4)  pending  patent
applications,  which if the Company is successful in protecting  the  technology
through the issuance of patent(s),  may provide the Company the right to exclude
others from using the technology. At the present time, however, the Company does
not have  sufficient  capital or  internal  resources  to fully  develop the new
technology into a commercial product. There can be no assurance that the Company
will be successful at bringing a commercial  product based on the new technology
to market nor whether the  Company  will  successfully  overcome  the  technical
challenges  required to implement the new technology.  There can be no assurance
that the company  will be able to continue to maintain the new  technology  as a
trade secret nor whether the Company will be ultimately successful at protecting
the new technology through the issuance of patent(s).

         Also,  in January of 1999,  the Company  announced  that it had entered
into a license agreement with MercExchange LLC ("MercExchange")  under which the
Company  would  obtain a  perpetual,  exclusive  right  to use the  MercExchange
patent,  pending patents and proprietary plans and strategies ("the MercExchange
intellectual  property")  for the travel  services  industry  subject to certain
restrictive  terms and  conditions.  That agreement was not  consummated and the
Company and MercExchange subsequently negotiated and executed revised agreements
which restructured the arrangement in its entirety.  There are three agreements.
Under the first  agreement,  the  Company  will  acquire  all of the  issued and
outstanding  shares of MercTravel  Incorporated  ("MercTravel"),  a wholly owned
subsidiary of MercExchange. The Company will issue and deliver 58,000,000 shares
of the  Company's  common  stock  to  MercExchange  (when  and if the  Company's
shareholders  approve an amendment to the  Company's  articles of  incorporation
increasing  the  number of  authorized  shares of common  stock).  Prior to this
exchange agreement,  MercExchange  granted to MercTravel an exclusive license to
utilize  MercExchange's  patents in the online travel sector.  It is anticipated
that this agreement will be completed in the fourth quarter of fiscal year 2000.

         Under the  second  agreement,  the  Company  agreed to  purchase  a ten
percent ownership  interest in MercExchange for the sum of $4,000,000  evidenced
by two  promissory  notes,  the first note being in the amount of $1,000,000 due
and payable 30 days after the  effective  date of the  agreement  and the second
note for the balance due and payable  120 days after the  effective  date.  This
agreement  gives the  Company a two-year  option to acquire an  additional  five
percent  ownership  interest  in  MercExchange  for the sum of  $3,000,000.  The
effective  date of this  agreement is October 30,  1999.  As of the date of this
report, the Company has only paid a portion of the principal amount of the first
note;  however,  to date  MercExchange has not given any notice of default under
the  agreement.  If and when a notice of default  is given,  the  Company  has 2
months  within which to cure the default.  If it fails to cure the default,  the
agreement will be terminated and all of the Company's  interests in MercExchange
will revert to MercExchange.

         Under the third  agreement,  MercExchange  granted  to the  Company  an
option to acquire a  non-exclusive  license for use  MercExchange's  patents for
internet  markets and auctions for a variety of vertical  sectors.  MercExchange
received the sum of $35,000 for such option and,  upon  exercise of such option,
the Company will make an annual payment to  MercExchange  the greater of (1) the
first  $50,000  of any of the  gross  transactions  collected  or  earned by the
Company  from any  third  party or (2) a 1.5%  continuing  royalty  of the gross
transactions generated by each vertical sector. The term "vertical sector" means
the industry and service  classifications  of customary  usage and categories of
commerce as defined by the United  States  Department  of  Commerce  eight digit
Standard Industrial  Classification  codes. The agreement further provides that,
in the event of a joint venture,  marketing agreement,  acquisition or any other
business combination

<PAGE>



between the  Company and a third  party,  the  Company  and  MercExchange  shall
negotiate  an equity  position  for  MercExchange  in such  venture or  business
combination  and in no event  shall this  equity  position be less than 15% on a
fully diluted basis for the venture.

         Each of the foregoing agreements is filed as an exhibit to this report.
The  foregoing  summary of these  agreements is qualified in its entirety by the
more detailed information appearing in the agreements themselves.

         At the present time, the Company does not have the financial  resources
necessary to exercise its rights and meets its obligations  under the agreements
or to exercise its options to purchase an additional interest in MercExchange or
to acquire a license in any vertical sector.  There can be no assurance that the
Company  will  have the  necessary  funds to meet  its  obligations  in the time
periods required by the agreements. A failure to meet its obligation will have a
material adverse effect on the Company.

         The MercExchange  intellectual property was assigned to MercExchange by
the original  inventor,  Thomas G. Woolston.  Mr. Woolston joined the Company as
its Chief  Technology  Officer (CTO) in September  1999 subject to certain terms
and conditions and an  acknowledgment  by the Company that Woolston can continue
to manage the  MercExchange  and that this may cause a conflict of interest  and
impact on  Woolston's  availability  to devote the time that may be  required to
serve as an effective  Company CTO. At the present time, Mr. Woolston  devotes a
substantial portion of his time to the Company,  although he continues to manage
MercExchange.  Despite the licensing  arrangement and Woolston's employment with
the Company,  the MercExchange may pursue other business activities which may be
competitive  to the  Company and there can be no  assurance  that the demands of
managing the MercExchange  will not place increasing  demands on Mr.  Woolston's
time and on his availability to act as CTO for the Company.

         The Company's  management  believes that the MercExchange  intellectual
property may permit the Company to offer a number of Internet-based products for
the travel industry exclusively.  The MercExchange  intellectual property is the
subject of one issued patent,  U.S. Patent No.  5,845,265,  and nine (9) pending
patent applications all of which are exclusively  licensed for use in the travel
service  industry to the  Company.  There can be no  assurance  that  subsequent
MercExchange  patents  will  issue or that the  Company  will be  successful  in
enforcing the patents  against the travel industry nor in obtaining an exclusive
provider position in the market.

         A competitor, Priceline.com, operates a system under which consumers go
to an  Internet  site and name the price  they are  willing  to pay for  airline
tickets,  hotel  rooms  and other  items.  Priceline.com  then  tries to find an
airline or other  company  willing to accept  that  price.  Priceline.com  has a
patent for its system which Priceline  purports covers its "name your price" bid
system  for items  like  airline  tickets  over the  Internet  (U.S.  Patent No.
5,794,207,  the "Walker '207 Patent"). On December 1, 1998, MercExchange filed a
petition for interference  with the United States Patent Office  contending that
the  MercExchange  patent  application  was filed more than 16 months before the
application  for the  Walker  '207  Patent and that under the laws of the United
States,  the Walker '207 Patent should be cancelled  and that certain  claims of
the  Walker  '207  patent  should  be  awarded  in  a  patent  assigned  to  the
MercExchange.  Under the terms of its agreement with  MercExchange,  the Company
has agreed to underwrite  the cost of litigation  against  Priceline.com  and to
compensate the MercExchange for a portion of the fair and reasonable value of an
injunction  (should  one  be  obtained)  against  the  continued   operation  of
Priceline.com's  "name  your  price"  bid  system.  Subject  to  the  terms  and
conditions of the Company's  agreement with MercExchange to acquire  MercTravel,
the Company has the exclusive

<PAGE>



right  to use  and  enforce  any  patent  issuing  to the  MercExchange  from an
interference  proceeding against Priceline.com.  While the Company believes that
the  petition  for  interference  is well  founded in fact and law,  the Company
cannot  estimate when the dispute will be resolved,  nor what the outcome of the
dispute  will be.  There can be no  assurance  that the dispute will be resolved
favorably  to  MercExchange  and the  Company.  If the  dispute is not  resolved
favorably to  MercExchange  and the Company,  there could be a material  adverse
effect on the Company's travel business.

         The Company is currently in  discussions  with several  companies  that
offer a bid type system in the travel sector or are  developing bid type systems
for use in the travel sector or may wish to  participate in bid type systems for
the on-line travel sector. There can be no assurance that the Company will reach
an agreement  with one or more of these  companies  or that their  relationships
with the Company will remain non-adversarial. There can be no assurance that the
Company will ultimately prevail if required to enforce its intellectual property
against infringement by third parties.

         (b)      Business Strategy

         The Company's business strategy is to identify  industries where it can
profitably deploy its proprietary  technology.  The Company intends to engage in
additional  internet-related  and other businesses on a case-by-case basis which
may not  utilize  this  proprietary  technology.  In  order  to  bring  this new
technology to the market, the Company will require  significant capital spending
and investment in technology resources. This initiative will include both hiring
skilled employees and engaging third-party developers. There can be no assurance
that  the  Company  will be able to  raise  sufficient  capital  to  deploy  its
proprietary technology in the travel business or additional industries.

         (c)      Intellectual Property and Technology

         The Company  uses  patents,  copyrights,  trade  secrets and common law
rights to protect its intellectual  property. The Company has acquired ownership
of a confidential  proprietary  technology that, among other things,  provides a
new way to navigate the Internet. The Company acquired its ownership interest by
assignment of all rights,  title and interest through employment  agreements and
written assignment  agreements.  At the present time, the Company is maintaining
this  intellectual  property as a trade secret through the use of non-disclosure
and confidentiality  agreements.  The new technology is also the subject of four
(4)  pending  patent  applications,  which  if  the  Company  is  successful  at
perfecting the issuance of patent(s)  covering the new  technology,  may provide
the Company the right to exclude others from using the technology.  There can be
no assurance  that the Company's  efforts to maintain the new technology a trade
secret will be  successful  nor whether  the  Company  could  obtain an adequate
remedy by the enforcement of the non-disclosure and  confidentiality  agreements
governing the confidential subject matter.

         (d)      Competition

         As of the date of this report,  the Company's primary activities relate
to the online travel services market.  The online travel services market is new,
rapidly evolving and intensely competitive,  and the Company expects competition
to increase.  The Company  will compete on the basis of service,  merchandising,
reliability, amount and accessibility of information and breadth of products and
services  offered.  The Company  makes  available,  or intends to offer,  to its
customers a wide range of products and prices offered by its travel suppliers.

         The Company will compete primarily with online travel services and with
traditional travel agent distribution channels. In the online travel services

<PAGE>



market,  the Company  competes  with other  entities  that  maintain  commercial
websites  providing  online  travel  services,  such as Expedia (an affiliate of
Microsoft  Corporation),   Travelocity  (operated  by  Sabre),  Preview  Travel,
CheapTickets.com,   Cendant   Corporation,   TravelWeb  (operated  by  Pegasus),
GetThere.com,  Biztravel.com  (operated by Rosenbluth Travel) and Trip.com.  The
Company  also  competes  with  companies  that offer  travel as part of a larger
electronic  commerce  portfolio,   such  as  Priceline.com  and  Yahoo.  Several
traditional  large travel agencies such as Uniglobe Travel and Carlson  Wagonlit
Travel,  have established,  or may establish in the future,  commercial websites
offering  online travel  services.  The Company also competes with many of these
same parties and others in the licensing of technology to airlines and corporate
travel agencies.

         (e)      Government Regulation

         The laws and regulations  applicable to the travel industry will affect
the Company and the Company's travel  suppliers.  The Company will be subject to
laws and regulations  relating to the sale of travel  services,  including those
prohibiting unfair and deceptive practices and requiring the Company to register
as a seller of travel,  comply with disclosure  requirements  and participate in
state restitution funds. In addition, many of the Company's travel suppliers and
computer  reservation  systems providers will be heavily regulated by the United
States and other governments. The Company's services will be indirectly affected
by regulatory and legal uncertainties  affecting the businesses of the Company's
travel suppliers and computer reservation systems providers.

         The Company also will be subject to laws and regulations  applicable to
businesses generally and online commerce specifically.  Currently,  few laws and
regulations  apply  directly to the Internet  and  commercial  online  services.
Moreover,  there is currently  great  uncertainty  whether or how existing  laws
governing issues such as property  ownership,  sales and other taxes,  libel and
personal  privacy apply to the Internet and commercial  online  services.  It is
possible  that laws and  regulations  may be adopted to address  these and other
issues.  Further,  the growth and  development of the market for online commerce
may  prompt  calls for more  stringent  consumer  protection  laws.  New laws or
different  applications of existing laws would likely impose additional  burdens
on  companies  conducting  business  online and may  decrease  the growth of the
Internet or commercial online services.  In turn, this could decrease the demand
for the Company's  products and services,  increase the Company's  cost of doing
business or otherwise adversely effect the Company's business.

         Federal  legislation  imposing  limitations on the ability of states to
impose  taxes on  Internet-based  sales was enacted in 1998.  The  Internet  Tax
Freedom  Act,  as this  legislation  is known,  exempts  certain  types of sales
transactions  conducted over the Internet from multiple or discriminatory  state
and local  taxation  through  October 21, 2001. It is possible this  legislation
will not be renewed when it terminates  in October  2001.  Failure to renew this
legislation  could  allow  state  and  local  governments  to  impose  taxes  on
Internet-based sales, and these taxes could hurt the Company's business.

         (f)      Year 2000 Issues

         In the year 2000,  the Company could  encounter  system and  processing
failures of date-related data because the Company's  computer-controlled systems
may use two digits rather than four to define the  applicable  year.  This could
result in system failure or miscalculations. If this were to happen, the Company
would experience  disruptions of the Company's  operations including a temporary
inability  to  process  reservations  on the  Company  websites  or to engage in
similar normal business activities.

<PAGE>




         The  Company's  operations  could  also be  harmed  if the  information
technology  systems  or other  systems  that the  Company  operates  or that are
operated by third parties are not year 2000 compliant.  The Company is not aware
of any year 2000 problems  relating to the Company's  systems or third  parties'
systems that would have a material effect on the Company's business,  results of
operations or financial condition.

         The  Company   anticipates   that  costs  associated  with  fixing  any
information  technology or other  systems will be  insignificant.  To date,  the
Company's  costs for assessing,  remediating  and developing a remediation  plan
relating  to year  2000  issues  have  been  negligible.  The  Company  does not
currently expect that the Company's financial condition or results of operations
will be  adversely  affected  by the year 2000  issue.  However,  the  Company's
financial condition or results of operations could be adversely affected if:

                    *    the  Company's  systems are not  converted  in a timely
                         manner

                    *    the systems of other  companies on which the  Company's
                         systems rely are not converted in a timely manner

                    *    other  companies do not convert their systems at all or
                         in a manner compatible with the Company's systems

         If the  Company's  assessment  is finalized and there are no additional
material systems the Company operates or that are operated by third parties that
are found to be  non-compliant,  the worst case year 2000 scenario is a systemic
failure  beyond the  Company's  control.  This failure could include a prolonged
telecommunications,  Internet or electrical failure. Such a failure could affect
the Company's business by:

                    *    preventing  the Company from  operating  the  Company's
                         business

                    *    preventing users from accessing the Company's websites

                    *    changing  the  behavior  of  advertising  customers  or
                         persons accessing the Company's websites

         If such a failure were to happen,  the Company believe that the primary
business risks would include any or all of the following:

                    *    lost sales

                    *    increased operating costs

                    *    loss of customers or persons  accessing  the  Company's
                         websites

                    *    business interruptions of a material nature

                    *    claims of mismanagement, misrepresentation or breach of
                         contract

         Any of the above business risks could have a material adverse effect on
the Company's  business,  results of operations  and  financial  condition.  The
Company has not made any contingency plans to address such risks. As of the date
of this report, the Company has experienced no year 2000 problems.

<PAGE>



         (g)      Employees

         As of December 31,  1999,  the Company had  approximately  21 full-time
employees,  none of whom is subject to  collective  bargaining  agreements.  The
Company believes that it enjoys good relations with its employees.

         (h)      Forward-Looking and Cautionary Statements

         Forward-looking and Cautionary Statements: Certain statements contained
in this report may constitute "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995 ("Reform Act"). The Company
may also  make  forward-looking  statements  in  other  reports  filed  with the
Securities and Exchange  Commission,  in materials delivered to stockholders and
in press releases. In addition,  the Company's  representatives may from time to
time make oral forward-looking  statements.  Forward-looking  statements provide
current  expectations of future events based on certain  assumptions and include
any statement  that does not directly  relate to any historical or current fact.
Words  such as  "anticipates,"  "believes,  "expects,"  "estimates,"  "intends,"
"plans," "projects," and similar expressions,  may identify such forward-looking
statements.  In accordance  with the Reform Act, set forth below are  cautionary
statements  that  accompany  those  forward-looking  statements.  Readers should
carefully review these cautionary  statements as they identify certain important
factors that could cause actual results to differ  materially  from those in the
forward-looking  statements and from historical trends. The following cautionary
statements  are not  exclusive  and are in addition to other  factors  discussed
elsewhere in this report,  in the  Company's  filings  with the  Securities  and
Exchange Commission or in materials incorporated herein or therein by reference.

         Because the Company has a limited operating history, it is difficult to
evaluate the Company's  business.  Factors that may cause the Company to fail to
meet its business goals include the following:

                    *    the  inability to obtain new  customers  at  reasonable
                         cost,  retain  existing  customers or encourage  repeat
                         purchases

                    *    decreases  in the number of visitors  to the  Company's
                         websites or the Company's inability to convert visitors
                         to the Company's websites into customers

                    *    the Company's inability to adequately maintain, upgrade
                         and develop the Company's websites, the systems that we
                         use to process  customers'  orders and  payments or the
                         Company's computer network

                    *    the Company's  inability to retain  existing  airlines,
                         hotels,  rental car  companies  and other  suppliers of
                         travel services  ("travel  suppliers") or to obtain new
                         travel suppliers

                    *    the Company's  inability to obtain  travel  products on
                         satisfactory terms from the Company's travel suppliers

                    *    the ability of the Company's  competitors  to offer new
                         or enhanced websites, services or products

                    *    fluctuating  gross  margins  due to a  changing  mix of
                         revenues

                    *    the  termination  of  existing  relationships  with key
                         service providers or failure to develop new ones

<PAGE>



                    *    the amount and timing of  operating  costs  relating to
                         expansion of the Company's operations

                    *    economic  conditions  specific to the Internet,  online
                         commerce and the travel industry

                    *    the Company's  inability to attract  additional  travel
                         suppliers and consumers to our service

                    *    the  Company's  inability  to  establish,  maintain and
                         enhance its brands

                    *    the Company's inability to expand its service offerings

                    *    the Company's inability to operate,  expand and develop
                         its operations and systems efficiently

                    *    the Company's inability to maintain adequate control of
                         our expenses

                    *    the Company's inability to raise additional capital

                    *    the  Company's  inability  to  respond  to  competitive
                         market conditions

         The  Company's  stock  price  is also  affected  by a  number  of other
factors,  including quarterly variations in results, the competitive  landscape,
general  economic and market  conditions  and estimates and  projections  by the
investment  community.  As  a  result,  like  other  technology  companies,  the
Company's stock price is subject to significant volatility.

         Much of the future  success  of the  Company  depends on the  continued
service and availability of skilled personnel,  including  technical,  marketing
and  staff  positions.  Experienced  personnel  in  the  information  technology
industry are in high demand and competition for their talents is intense.  There
can be no  assurance  that the Company will be able to  successfully  retain and
attract the key personnel it needs.

         The Company has made and  expects to continue to make  acquisitions  or
enter into  alliances  from time to time.  Acquisitions  and  alliances  present
significant  challenges  and risks  relating to the  integration of the business
into the Company,  and there can be no  assurances  that the Company will manage
acquisitions and alliances successfully.

         (i)      Reported Events.

         During the fiscal  year ended  April 30,  1999,  the  Company  reported
certain events through press releases or through filings with the Securities and
Exchange  Agreement  under Form 8-K or otherwise.  The following  supplements or
corrects information pertaining to such events.

         On September 4, 1998, the Company  announced that it had entered into a
two (2) year  Marketing  Exclusivity  Agreement  with  SellectSoft,  L.L.C.,  an
Arizona Limited Liability Corporation in exchange for ten (10) million shares of
the Company  Enterprises,  Inc. common stock.  Under the terms of such agreement
Company was granted sole and complete access and availability to all current and
future  related  components  required in the marketing and  distribution  of the
SellectSoft patented processes. On February 12, 1999, the Company announced that
it 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 Company's common stock were returned.

<PAGE>




         On January 13, 1999, the Company  announced that it had entered into an
agreement with Government  Payment Services,  Inc., and Synergy Media,  Inc., to
assume 100%  ownership of Government  Payment  Services,  Inc. As of the date of
this report,  the  transactions  contemplated  in this  agreement  have not been
consummated.

         On January 11,  1999,  the Company  announced  that it had expanded the
services it will market to consumers  on the  Internet to include long  distance
and local telephone service, electricity and gas service. These services were to
be offered in certain geographic regions through an agreement with Massachusetts
based  TelEnergy  Inc.  The Company has not  actively  pursued  this  agreement,
although it is still in effect.

         On September 24, 1998, the Company  announced that it executed a letter
term sheet setting forth the terms and conditions  whereby Luther & Company,  or
its designee,  would provide Alcohol  Sensors  International,  LTD. (ASI),  with
principal  offices located in Islandia,  New York, and other  consideration  set
forth  in  such  letter  term  sheet  in  exchange  for an  exclusive  worldwide
three-year  license  and  other  considerations.  An  affiliate  of the  Company
provided  funds to ASI on behalf of the Company in the amount of $40,000.  These
funds are due and payable to the Company,  but are deemed to be uncollectible as
ASI has entered into Chapter 11 proceedings.

         On February  16,  1998,  the Company  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  extended  care
treatment  facility  located in Palm Beach Gardens  Florida.  This agreement has
been terminated.  In conjunction  with this agreement,  certain parties advanced
funds on behalf of the Company to EMC and these  funds are due and payable  from
EMC.  However,  the Company has determined  that these funds are not collectable
and they have been written off.

         (j) Recent Activities.

         The Company acquired the Internet domain name  "Cheapfares.com" on June
24, 1999,  from Roy Flanders in exchange for  3,000,000  shares of the Company's
Common Stock. The Company  informally  agreed to register shares of Mr. Flanders
stock,  but has not yet done so. At the present  time,  the Company is employing
proprietary technology on the Cheapfares.com site.

         During this same time period,  the Company entered into an agreement to
purchase several Internet domain names from Rene Fidler, a resident of Colorado,
which included the domain name  "Cheapfares.to."  Terms of the agreement  called
for an initial payment of $50,000 with a subsequent  payment of $250,000 and the
issuance of  5,000,000  shares of the  Company's  Common  Stock and  warrants to
purchase an  additional  5,000,000  shares of Common  Stock.  Owing to a dispute
which arose between Fidler and the Company, this transaction was not consummated
and litigation  ensued. The parties reached a settlement whereby Fidler was paid
an  additional  $50,000,  the warrants  were  cancelled and the shares of Common
Stock were returned to the Company.  Furthermore,  the Company was released from
all liability related to the use of the words  "Cheapfares.com"  and derivations
thereof. See "LEGAL PROCEEDINGS."

         On October 7, 1999,  the Company  caused the formation of  Leftbid.com,
Inc.  ("Leftbid")  under the laws of the State of Nevada  on  October  7,  1999.
Leftbid will be engaged in the business of selling fine art and  collectibles to
the public via the Internet.  The Company presently owns 61% of Leftbid's voting
stock.  Based in New York, New York,  Leftbid is in the process of entering into
contracts with selected auction firms, but it has not yet commenced operations.

<PAGE>



On October 8, 1999,  MercExchange  entered into a license agreement with Leftbid
under  which  Leftbid  was  granted a  non-exclusive  license  (with no right of
sublicense) to use the MercExchange patents in the fine art sector. MercExchange
acquired 7.5% of Leftbid's  issued and  outstanding  voting stock.  In addition,
Leftbid agreed to pay  MercExchange  an annual payment of the greater of (1) the
first $50,000 of the gross transactions  collected or earned by Leftbid or (2) a
1.5%  continuing  royalty of the gross  transactions  generated in the fine arts
sector.

         On October 30, 1999, the Company  entered into an agreement and plan of
exchange with Data Duplicating Corporation ("DDC") and all its shareholders (the
"DDC Shareholders"),  which agreement was revised on December 31, 1999. Based in
Omaha, Nebraska, DDC provides services related to the duplication of data stored
on electronic media. Under the terms of this agreement, the Company will acquire
all of the issued and outstanding capital stock of DDC in exchange for which the
Company  shall  deliver  7,622,491  shares  of  its  common  stock  to  the  DDC
Shareholders.  In addition, the Company shall make a capital contribution to DDC
in the amount of $700,000 in no event later than January 31, 2000. The effective
date of the  agreement  is as of the close of  business on  December  31,  1999;
however,  the issuance and delivery of the Company's capital stock is subject to
the Company's articles of incorporation  being amended to increase the number of
authorized shares of common stock.

         On January 14, 2000, the Company consummated the acquisition of certain
assets owned by Rose Lancaster d/b/a Rose Lancaster Tours, a travel agency based
in Edgewater, Florida. The Company paid Rose Lancaster a total of $147,855.07 in
cash and delivered a warrant to purchase 700,000 shares of common stock having a
total  agreed value of $100,000.  The warrant is  exercisable  at any time on or
before  January 14,  2002,  without  further  payment on the part of the warrant
holder.  The  exercise  of the warrant is subject to the  Company's  articles of
incorporation  being  amended to  increase  the number of  authorized  shares of
common stock.

         In April of 1999, the Company  entered into an agreement to acquire all
of the capital stock of Azumano Travel, Inc. ("Azumano"),  a travel agency based
in Portland,  Oregon.  The transactions  contemplated in this agreement have not
been consummated and the Company is  renegotiating  the terms of this agreement.
As of the date of this report, the parties have agreed,  subject to execution of
a definitive amendment to the agreement, under which the Company will deliver to
the selling  shareholder a promissory note in the principal amount of $3,000,000
(secured by a pledge of Azumano capital stock acquired by the Company),  payable
in two installments of $1,000,000 due and payable 30 days following execution of
the note and the  balance  due and payable 90 days  following  execution  of the
note.  Interest will accrue on the outstanding  balance of the note at a rate of
9% per annum.  In  addition,  the Company  will issue and deliver to the selling
shareholder  33,500,000  shares of the Company's  capital stock,  subject to the
Company's  articles of  incorporation  being  amended to increase  the number of
authorized shares of common stock.

         The Company is negotiating  the acquisition of all the capital stock of
Corporate Travel  Consultants II, Inc. ("CTC"),  a travel agency based in Miami,
Florida.  As of the date of this report,  the parties  have  agreed,  subject to
execution of a definitive agreement, under which the Company will deliver to the
selling shareholders (i) cash in the amount of $1,250,000 ($250,000 of which has
been  heretofore  advanced),  (ii) a promissory note in the amount of $4,000,000
payable in three  installments of $1,000,000  thirty days following  delivery of
the note,  $2,000,000 sixty days following  delivery of the note and $1,000,000,
(iii) a  convertible  promissory  note in the  principal  amount  of  $3,000,000
(convertible into 12,500,000  shares of the Company's common stock),  and (iv) a
five-year

<PAGE>



warrant to purchase  3,000,000 shares of the Company's common stock at $0.25 per
share.  The promissory note and the convertible note will be secured by a pledge
of CAC's  capital  stock  acquired by the  Company.  The  outstanding  principal
balance of the promissory  note will accrue  interest at a rate of 6% per annum.
No interest will accrue on the outstanding  principal balance of the convertible
note.  The  exercise  of the  warrant  and  the  conversion  of the  convertible
promissory  note are subject to the Company's  articles of  incorporation  being
amended to increase the number of authorized shares of common stock.

ITEM 2.  PROPERTIES

         As of December 31, 1999, the Company operated at three offices,  all of
which are leased. The Company owns no real property at this time.

ITEM 3.  LEGAL PROCEEDINGS

         On October 16,  1998,  the Company  was named as a  co-defendant  in an
action  brought in the District  Court of Douglas  County,  Nebraska,  captioned
Copper Canyan [sic] Ventures,  L.L.C.,  Plaintiff,  vs. Michael S. Luther,  Aden
Enterprises,  Inc. and Capstone Group, Inc.,  Defendants,  Doc. 976 No. 824. The
action seeks to recover on a promissory note. On September 25, 1999, the parties
entered into a settlement agreement under which certain payments will be made in
exchange for the release and dismissal of all claims against the Company and the
other  defendants.  As of the date of this report,  such  payments have not been
made and the action remains pending.

         On August 6, 1999, the Company entered into a settlement agreement with
Rene Fidler with respect to the aborted acquisition of Cheapfares.to.  Under the
terms of this agreement, the Company paid Ms. Fidler the sum of $100,000 and Ms.
Fidler returned  5,000,000 shares of the Company's common stock delivered to her
(which were  returned to treasury)  and released the Company from all  liability
related to the use of the words  "Cheapfares.com"  and  derivations  thereof.  A
stipulated  order of dismissal  with  prejudice  was filed in the United  States
District Court for the District of Colorado on September 21, 1999.

         On October 13, 1999, the Internal  Revenue  Service filed a federal tax
lien upon the assets of the Company. This tax lien relates to the unpaid balance
of a tax  assessment  in the amount of  $311,109.86  in  connection  with unpaid
employment taxes for employees of Smart Pay Processing,  Inc. ("Smart Pay"). The
lien was  placed  upon the  Company's  assets by reason  of Mr.  Luther  and the
Company  being  "responsible  parties"  for  Smart  Pay.  As of the date of this
report,  no efforts have been made to pay this  assessment  (or any penalties or
accrued interest) or to have it discharged.

         As of the date of this annual report, the Company has certain judgments
outstanding which are described at Note 6 to "FINANCIAL STATEMENTS."

         Except  as set  forth in this  Item 3,  the  Company  is not  currently
subject to any  material  legal  proceedings.  The Company may from time to time
become a party to various legal  proceedings  arising in the ordinary  course of
its business.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         No matters  were  submitted to a  shareholder  vote from April 30, 1998
through April 30, 1999.

<PAGE>



                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS.

         (a)      Market Information.

         Until July 2, 1999,  the  Company's  Common Stock was quoted on the OTC
Bulletin Board (trading symbol "ADEN")  operated by the National  Association of
Securities  Dealers.  As of that date, the Company's Common Stock was ineligible
for further  quotation  on the OTC  Bulletin  Board  because the Company was not
current in its reports with the United States Securities and Exchange Commission
(the "SEC").  Since July 2, 1999, the Company's  Common Stock has been quoted on
the so-called "pink sheets" maintained by the National Quotation Bureau.

         The  following  table sets forth the high and low bid  information  for
each quarter  during the two-year  period  beginning May 1, 1997, as reported by
the OTC Bulletin Board:

<TABLE>
<CAPTION>


                                                              High              Low
<S>                                                      <C>              <C>

Year ended April 30, 1998
         First Quarter .......................           $    0.08        $    0.01
         Second Quarter ......................                0.08             0.01
         Third Quarter .......................                0.08             0.01
         Fourth Quarter ......................                0.65             0.01

Year ended April 30, 1999
         First Quarter .......................                0.437            0.031
         Second Quarter ......................                0.125            0.031
         Third Quarter .......................                0.25             0.031
         Fourth Quarter ......................                0.75             0.062

</TABLE>

         Such  over-the-counter  market quotations reflect  inter-dealer prices,
without  mark-up,  mark-down or  commission  and may not  necessarily  represent
actual transactions.

         The Company's  management  does not believe that the  quotations on the
OTC Bulletin Board or the "pink sheets," as the case may be, accurately  reflect
the value of the Company's Common Stock for two reasons. First, the Common Stock
is thinly traded amongst a relatively small number of holders.  Second,  because
the Company has been  delinquent  in filing its reports with the SEC,  there has
been inadequate  information available to the public respecting the business and
financial  condition of the Company.  With respect to private  placements of its
Common Stock subject to the restrictions of Rule 144 under the Securities Act of
1933, the Company's  management has applied a discount of 84% for sales effected
prior to January 1, 1999,  and of 74% for sales  effected on or after January 1,
1999. Such discount is applied as of the date of issuance based upon the average
closing price of each share of Common Stock for the immediately  preceding sixty
(60) days.

         (b)      Holders.

         As of  December  31,  1999,  the  Company's  Common  Stock  was held by
approximately 223 holders.

<PAGE>



         (c)      Dividends.

         The  Company has never paid cash  dividends  on its Common  Stock,  and
anticipates that it will continue to retain its earnings, if any, to finance the
growth of its business.

         (d)      Recent Sales of Unregistered Securities.

                  (i) Sales of Common Stock

         During the fiscal year ended April 30, 1999,  the Company issued shares
of its Common Stock which were not registered  under the Securities Act of 1933,
as amended (the "Securities Act"), which are described as follows:

         On May 21, 1998, the Company issued  1,142,857 and 1,714,286  shares of
its Common Stock to Mr. Rokusek and Mrs.  Sundberg,  respectively,  for services
previously rendered.  The Company's management valued such shares at $34,286 and
$51,429, respectively.

     On May 21, 1998, the Company issued in the aggregate  10,000,000  shares of
its Common Stock to Mr.  Luther and Capstone  Group,  Inc. in exchange for their
holdings in Liberty Court Travel,  Inc. All of Capstone's shares of Common Stock
were then transferred to Mr. Luther in consideration of his personally  assuming
certain indebtedness of Capstone. The Company's management valued such shares at
$300,000.

     On June 10, 1998, the Company issued  25,000,000 shares of its Common Stock
to Mr. Luther.  These shares were issued to Mr. Luther in  consideration  of Mr.
Luther  guaranteeing the Company's  indebtedness in the amount of $4,000,000 and
for the assumption and  indemnification  of the Company's  liabilities  stemming
from certain litigation  claims. The Company's  management valued such shares at
$750,000.

     On October 2, 1998, the Company issued 2,000,000 shares of its Common Stock
to Mr. Luther.  These shares were issued to Mr. Luther in  consideration  of his
services to the Company. The Company's management valued such shares at $40,000.

     On October 14, 1998,  the Company  issued  10,000,000  shares of its Common
Stock  to  Sellectsoft  LLC as  consideration  for  entering  into an  exclusive
marketing agreement. This transaction was rescinded on March 1, 1999, and all of
these shares were returned.

     On November 20, 1998,  the Company  issued  1,407,600  shares of its Common
Stock to Tim Banghart. These shares were issued to Mr. Banghart in consideration
of his  forbearance  of  collection  of a loan  made to the  Company  having  an
outstanding  balance as of such date of  approximately  $43,225.  The  Company's
management valued such shares at $21,058.

     On November 20, 1998,  the Company issued  13,366,188  shares of its Common
Stock to Daniel Koch.  These shares were issued to Mr. Koch in  consideration of
his  arranging  a loan to the  Company  in the  principal  amount  of  $100,000,
repaying  such loan on behalf of the Company and paying  additional  expenses in
the  amount of  $40,000 on behalf of Liberty  Court.  The  Company's  management
valued such shares at $199,958.

     On November 20, 1998,  the Company  issued  2,580,000  shares of its Common
Stock to William Person. These shares were issued to Mr. Person in consideration
of his forbearance of collection of a loan made to the Company having an

<PAGE>



outstanding balance as of such date of $100,000. The Company's management valued
such shares at $32,198.

     On March 3, 1999, the Company issued  5,000,000  shares of its Common Stock
to Rene Fidler in exchange for all of Ms.  Fidler's  interest in  Cheapfares.to.
This  transaction  was  subsequently  rescinded  and all of  these  shares  were
returned.   See  Item  3  of  this  annual  report  under  the  caption   "Legal
Proceedings."

     On April 9, 1999, the Company issued  2,000,000  shares of its Common Stock
to Joseph Haller. These shares were issued to Mr. Haller in consideration of his
forbearance  of collection of a loan made to the Company  having an  outstanding
balance as of such date of  approximately  $322,000.  The  Company's  management
valued such shares at $40,000.

         (ii) Issuance of Warrants

         During the fiscal year ended April 30,  1999,  the Company  issued,  or
became  committed to issue,  warrants to purchase  shares of its Common Stock to
various  creditors  and vendors of the Company as  described in the table below.
Except as otherwise indicated,  the fulfillment of the Company's  obligations is
subject  to the  shareholders  of the  Company  approving  an  amendment  to the
Company's articles of incorporation increasing the number of authorized shares.
<TABLE>
<CAPTION>


                 Date of                                 Average
 No. of Shares   Issuance or             Expiration      Exercise
 (1)             Commitment              Date            Price        Valuation (2)
<S>             <C>                      <C>             <C>          <C>


    10,000       6/30/98                  6/29/00        $    0.010   $        5

   230,000       11/15/98                 11/14/00       $    0.173   $      467

86,469,527       11/15/98                 11/14/00       $    0.001   $  175,066

   200,000       1/10/99                  1/31/01        $    0.050   $    2,640

 1,500,000       2/1/99                   1/31/01        $    0.084   $    9,897

</TABLE>

(1)  Of the foregoing  warrants or commitments to issue  warrants,  Mr. Koch and
     Mr. Ulegard received warrants to purchase  43,000,000 and 20,000,000 shares
     of Common Stock, respectively, at $0.125 per share. See "SECURITY OWNERSHIP
     OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT"

(2)  See subparagraph (iii) of this paragraph (d) below.

         (iii)Claimed Exemption and Method of Valuation

         The issuance of  securities  described  above in this  paragraph (d) of
Item 5 were deemed exempt from registration under the Securities Act in reliance
on  Section  4 (2) of  the  Securities  Act as  transactions  by an  issuer  not
involving any public  offering.  Such securities are subject to the restrictions
of Rule 144 under the  Securities  Act.  All of such  securities  were valued in
accordance with the method described at paragraph (a) of this Item 5.

<PAGE>



ITEM 6.  SELECTED FINANCIAL DATA

         The following  selected financial data should be read together with the
Company's  financial  statements  and notes  and  "Management's  Discussion  and
Analysis of Financial Condition and Results of Operations" included elsewhere in
this annual report.  The statement of operations  data for the years ended April
30, 1998 and 1999 and the  balance  sheet data as of April 30, 1998 and 1999 are
derived from our audited financial  statements included elsewhere in this annual
which have been audited by Schvaneveldt and Company, independent auditors, whose
report thereon is also included elsewhere in this annual report.

         The  statement of  operations  data for the years ended April 30, 1995,
1996 and 1997 and the balance sheet data as of April 30, 1995, 1996 and 1997 are
derived  from  financial  statements  not  included  herein.  The  1996 and 1997
financial  statements  are  unaudited.  In  the  opinion  of  management,  these
statements  have  been  prepared  on the  same  basis as the  audited  financial
statements  and include all  adjustments,  consisting  only of normal  recurring
adjustments, necessary for the fair statement of the results for these periods.

<TABLE>
<CAPTION>

                                                                           Years ended April 30,

                                         1995              1996              1997              1998              1999
                                         ----              ----              ----              ----              ----
                                                                   (in thousands, except per share data)
<S>                              <C>               <C>               <C>               <C>              <C>

Operating Revenues ...........   $         --      $          152.1  $            0.3  $        --      $          98.1

Investment Losses ............             --              (3,246.1)           (544.5)          (137.0)           (25.0)

Forebearance and Settlement ..             --               (228. 7)           (970.5)        (1,404.9)          (431.0)
Costs

Warrants Issued Expense ......             --                (403.5)             (8.3)          --               (188.1)

Payroll Taxes Assumed ........             --                (317.2)           (140.8)           (37.7)          --

Other Operating Expenses .....              (98.2)         (1,485.3)         (1,098.1)        (1,508.2)        (3,259.5)

Net Loss .....................              (98.2)         (5,528.7)         (2,736.9)        (3,087.8)        (3,805.5)

Total Assets .................                1.4             243.1               0.3           --                378.9

Notes Payable ................             --               2,044.8           2,640.1          3,281.5          3,381.5

Judgments Payable ............             --                 972.4             981.4          1,906.9          1,906.9

Stockholders' Equity (Deficit)              (88.6)         (3,811.4)         (6,165.8)        (8,773.5)       (10,719.3)

Dividends Declared Per Common
Share ........................             --                --                --               --               --

Net Loss Per Share ...........                                               ($  0.19)        ($  0.16)         ($ 0.05)

Shares Used in Computing Net
Loss Per Share ...............                                             14,646,602       19,039,069       73,625,767

</TABLE>


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

         The  information  contained  in this  section has been derived from the
Company's  financial  statements  and should be read together with the financial
statements  and related  notes  included  elsewhere in this annual  report.  The
discussion contains forward-looking statements that involve risks and

<PAGE>



uncertainties.  Actual  results may differ  materially  from those  expressed or
implied in these  forward-looking  statements  as a result of  various  factors,
including  those  set  forth  under  Item 1(h)  captioned  "Forward-Looking  and
Cautionary Statements" and elsewhere in this annual report.

(a)      Overview

         During the fiscal year ended April 30, 1999, the Company did not engage
in any significant operations. The Company's management has decided to engage in
the  electronic  commerce  area,   primarily  as  it  relates  to  the  sale  or
facilitation  of the sale of  travel  services.  For  accounting  purposes,  the
Company  is a  development  stage  enterprise.  As such  the  Company's  planned
principal operations have not commenced or, having commenced, have not generated
significant  revenue.  Therefore,  the  reported  financial  information  is not
necessarily  indicative  of the  Company's  future  operating  results or of its
future financial  condition.  The Company's  independent auditors have expressed
substantial  doubts as to whether the Company is a going concern (i.e., that the
Company  will  remain in  operation  long enough to carry out all of its current
plans). See Note 15 to "FINANCIAL STATEMENTS."

         The Company believes that over the short-term a substantial majority of
its revenues will be derived from airline  ticket  transactions.  Airline ticket
commissions  are  determined  by  individual  airlines and billed and  collected
through   the   Airline   Reporting   Corporation,    an   industry-administered
clearinghouse.  As is customary in the travel industry, travel suppliers are not
obligated to pay any  specified  commission  rate for bookings  made through our
websites.  The Company  anticipates that commission  revenues will be recognized
when the reservation is made, net of allowances for cancellations.

         Cost of revenues  will consist  primarily of fees paid to the Company's
fulfillment  vendors for the costs  associated  with issuing airline tickets and
related  customer  services,  fees paid to third party  vendors for use of their
computer  reservation and  information  services  systems,  allocated and direct
costs for the operation of the Company's  data  operations  and costs related to
insertion of banner and other advertisements.

         The Company's direct product development  expenses consist primarily of
compensation  for  personnel.  Its direct sales and marketing  expenses  consist
primarily of  personnel-related  costs as well as advertising,  distribution and
public relations expenses.

         The Company has incurred  and expects to continue to incur  substantial
losses  and  negative  cash  flows  on both an  annual  and  interim  basis.  In
particular,  the  Company  intends to increase  its focus and  spending on brand
development,  sales and  marketing,  product  development,  website  content and
strategic  relationships.  Additionally,  the Company's revenues are impacted by
the  seasonality of the travel  industry,  particularly  leisure  travel.  These
factors could  adversely  affect the Company's  future  financial  condition and
operating results.

         The Company's fiscal years end on April 30 of each year.  References to
a fiscal year,  such as fiscal 1999,  are to the twelve months ended April 30 of
that year.

(b)      Results of Operations

         The following table sets forth the Company's  results of operations for
fiscal 1997, 1998 and 1999.

<PAGE>


<TABLE>
<CAPTION>


                                                            Years ended April 30,

                                                           1997    1998       1999
                                                           ----    ----       ----
                                                              (Amounts in $000s)
<S>                                                  <C>         <C>        <C>


Net Revenues .....................................   $      0.3  $  --      $     98.1

Cost of Revenues .................................          --      --            --
                                                      ---------   ---------  --------

Gross Profit .....................................          0.3     --             98.1



Operating Expenses:

         Investment Losses .......................        544.5       137.0        25.0

         Forebearance and Settlement
         Costs ...................................        970.5     1,404.9       431.0

         Warrants Issued Expense .................          8.3     --            188.1

         Payroll Taxes Assumed ...................        140.8        37.7     --

         Other Operating Expenses ................      1,098.1     1,508.2     3,259.5
                                                        -------     -------     -------


                          Total Operating Expenses      2,762.2     3,087.8     3,903.6
                                                        -------     -------     -------




Loss from Operations .............................     (2,761.9)   (3,087.8)   (3,805.5)



Other Income .....................................           25        --        --



Provision for Income Taxes .......................         --          --        --
                                                      ---------   ---------  --------




Net Loss .........................................   $ (2,736.9) $ (3,087.8) $ (3,805.5)
                                                     ----------  ----------  ----------

</TABLE>


         Net Revenues.  Our net revenues decreased 100% from $300 in fiscal 1997
to $0 in fiscal  1998 but  increased  to $98,100  in fiscal  1999.  Because  the
Company was  conducting no material  operations  during these time periods,  the
decrease in revenues from 1997 to 1998 were  attributable  to decreases in other
income.  The  increase in revenues  from 1998 to 1999 were due to  increases  in
commissions and related revenues. These increases were primarily attributable to
increases in the number of airline-related transactions.

     Cost of Revenues.  The cost of revenues  (which was $0) remained  unchanged
during the periods indicated.

         Operating Expenses.  Operating expenses increased 11.8% from $2,762,200
in  1997  to  $3,087,800  in 1998  and  increased  a  further  23.2%  in 1999 to
$3,805,500.  From 1998 to 1999,  this  increase was  primarily  attributable  to
increased warrants issued expenses (from $0 to $188,073),  consultant fees (from
$855,000 to $1,910,296),wages (from $0 to $181,481),  administrative and general
expenses (from $8,505 to $308,272), professional fees (from $6,318 to $126,387),
payroll taxes and penalties (from $37,677 to $50,462)and interest (from $638,370
to $665,525). From 1997 to 1998, this increase was primarily attributable to

<PAGE>



increased  consultant fees (from $96,088 to $855,000) and settlement costs (from
$525,279 to $1,194,052).  Except for consultant fees,  professional fees, wages,
and  administrative  and general expenses,  management does not believe that the
increases  in the  foregoing  categories  represent  a known  trend as to future
operating expenses.

         Income Taxes. The Company files consolidated returns for federal income
tax purposes  with its  subsidiaries.  In certain  states it may file unitary or
combined tax returns with its subsidiaries. The Company will realize certain tax
benefits stemming from its net operating losses to date.

(c)      Liquidity and Capital Resources

         Historically,  the Company  financed  its  activities  through  private
placements  of  its  securities  or  borrowing   from   individuals  or  private
organizations.  The Company had negative  working capital and had an accumulated
deficit of  $10,719,300  at April 30, 1999.  This includes  $3,381,520 for notes
payable,  $1,906,939 for outstanding  judgments and $628,409 for collected,  but
unpaid,  employment  taxes.  See  "LEGAL  PROCEEDINGS"  and  Notes  5  and  6 to
"FINANCIAL  STATEMENTS."  Because  the  Company  has  not  realized  significant
revenues since April 30,1999, the Company's  independent auditors have expressed
substantial doubts as to whether the Company is a going concern.  See Note 15 to
"FINANCIAL STATEMENTS."

         The Company  anticipates  that its liquidity needs over the next twelve
months  will be met  with  proceeds  generated  from  private  offerings  of its
securities or those of its subsidiaries. However, the Company's ability to issue
securities  to meet such  liquidity  needs  from the sale of its  securities  is
subject to the shareholders of the Company approving a proposed amendment to its
articles of incorporation  increasing the number of authorized shares of capital
stock.  If such  approval is not given,  the Company  will be required to obtain
funds by alternative  methods.  There can be no assurances that such alternative
methods will be available  under  commercially  reasonable  terms or adequate to
meet the Company's needs. The Company does not have a credit facility and is not
currently negotiating with any party to obtain a credit facility.

         The Company has had no net cash available for operations.  At April 30,
1999, the Company had no material commitments for capital expenditures,  but the
Company expects a substantial  increase in capital expenditures for fiscal 2000.
The  Company  also  expects a  substantial  increase  in merger and  acquisition
related costs for fiscal 2000.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Not applicable.

<PAGE>



ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                          Independent Auditor's Report

Board of Directors
Aden Enterprises, Inc.
(A Development Stage Company)


I have audited the accompanying balance sheets of Aden Enterprises,  Inc., as of
April 30, 1999 and 1998, and the related statements of operations, stockholders'
equity, and cash flows for the fiscal years ended April 30, 1999 and 1998. These
financial  statements are the  responsibility  of the Company's  management.  My
responsibility  is to express an opinion on these financial  statements based on
my audit.

I conducted my audits in accordance with generally accepted auditing  standards.
Those standards  require that I plan and perform the audit to obtain  reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting  principles used and the significant  estimates made by
management, as well as evaluating the overall financial statements presentation.
I believe that my audits provide a reasonable basis for my opinion.

In my opinion,  the aforementioned  financial  statements present fairly, in all
material respects, the financial position of Aden Enterprises, Inc., as of April
30, 1999 and 1998,  and the results of its operations and its cash flows for the
fiscal  years  ended  April 30,  1999 and 1998,  in  conformity  with  generally
accepted accounting principles.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue as a going  concern.  As discussed  in Note #15 to the  financial
statements,  the Company has an accumulated  deficit and a negative net worth at
April  30,  1999 and 1998.  These  factors  raise  substantial  doubt  about the
Company's ability to continue as a going concern.  Management's  plans in regard
to these matters are also discussed in Note #15. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.



Salt Lake City, Utah
October 13, 1999

<PAGE>



                             Aden Enterprises, Inc.
                          (A Development Stage Company)
                                 Balance Sheets
                             April 30, 1999 and 1998

<TABLE>
<CAPTION>
                                  April           April
                               30, 1999        30, 1998
<S>                           <C>             <C>

Assets
Current Assets
Cash in Bank                  $     -0-         $ -0-
Accounts Receivable Officer .     5,756           -0-
Other Receivables ...........   296,700           -0-
                                -------         -------

Total Current Assets ........   302,456           -0-

Property & Equipment
Furniture & Fixtures - Cost .    34,395           -0-
Less Accumulated Depreciation   (13,181)          -0-
                                -------         -------

Net Property & Equipment ....    21,214           -0-

Other Assets
Goodwill - Net ..............    55,217           -0-
                                -------         -------

Total Assets ................ $ 378,887         $ -0-
                              =========         =======

</TABLE>


    The accompanying notes are an integral part of these financial statements

<PAGE>



                             Aden Enterprises, Inc.
                          (A Development Stage Company)
                           Balance Sheets -Continued-
                             April 30, 1999 and 1998
<TABLE>
<CAPTION>


                                                       April             April
                                                    30, 1999          30, 1998
<S>                                               <C>            <C>

Liabilities & Stockholders' Equity
Current Liabilities
Cash in Bank Overdraft                            $     17,630   $       -0-
Accounts Payable - Trade .......................       469,652       360,092
Accounts Payable - Employees ...................       137,834           -0-
Payroll Taxes Payable ..........................       628,409       495,621
Accrued Payables - Services ....................       106,530           -0-
State Franchise Taxes Payable ..................         5,729         5,729
Accrued Interest Payable .......................     2,589,254     1,842,730
Accrued Forbearance Fees Payable ...............     1,264,662       773,862
Notes Payable ..................................     3,453,574     3,353,574
Judgments Payable ..............................     1,906,939     1,906,939
Unissued Common Stock ..........................       518,000        35,000
                                                       -------        ------

Total Current Liabilities ......................    11,098,213     8,773,547

Stockholders' Equity
     Common Stock, 100,000,000 Shares at No
     Par Value Authorized;
     97,000,000 Shares and 32,789,069 Shares
Issued at No Par Value, Respectively ...........     4,055,293     2,383,564
Paid In Capital ................................       723,002       534,929
Deficit Accumulated in the Development Stage       (15,497,621)  (11,692,040)
                                                   -----------   -----------

Total Stockholders' Equity .....................   (10,719,326)   (8,773,547)
                                                   -----------    ----------

Total Liabilities & Stockholders' Equity .......   $   378,887          $ -0-
                                                   ===========    ==========
</TABLE>



    The accompanying notes are an integral part of these financial statements

<PAGE>



                             Aden Enterprises, Inc.
                          (A Development Stage Company)
                            Statements of Operations
      Accumulated for the Period May 22, 1986  (Inception) to April 30, 1999 and
                the Years Ended April 30, 1999, 1998 and 1997
<TABLE>
<CAPTION>

                                 Accumulated      1999           1998              1997

<S>                           <C>             <C>            <C>             <C>

Revenues
Travel Commissions ........   $     98,140    $     98,140   $        -0-    $         -0-
Other Income ..............         82,492              -0-           -0-              300
                                    ------               -             -               ---

Total Revenues ............        180,632          98,140            -0-              300

Operating Expenses
Amortization & Depreciation         39,679          17,125            -0-              -0-
Warrants Issued Expenses ..        723,002         188,073            -0-            8,339
Consultant Fees ...........      3,488,219       1,910,296         855,000          96,088
Interest ..................      2,882,394         665,525         638,370         857,670
Wages .....................        191,081         181,481            -0-              -0-
Professional Fees .........        636,788         126,387           6,318          54,289
Payroll Taxes & Penalties .        550,460          50,462          37,677         140,783
Forbearance ...............        740,066          84,000         210,841         445,225
Administrative &
General Expenses ..........        696,181         308,271           8,505          90,008
Settlement Costs ..........      2,295,071         347,000       1,194,052         525,279
Investment Losses .........      3,975,563          25,100         137,000         544,544
                                 ---------          ------         -------         -------

Total Operating Expenses ..     16,218,504       3,903,720       3,087,763       2,762,225

Loss from Operations ......  (  16,037,872)  (   3,805,580)(     3,087,763)  (   2,761,925)

Other Income
Interest Income ...........        152,251              -0-            -0-          25,000
Litigation Settlement .....        388,000              -0-            -0-             -0-
                                   -------               -              -               -

Total Other Income ........        540,251              -0-            -0-          25,000
                                   -------               -              -           ------

Net Loss Before Taxes .....  (  15,497,621)  (    3,805,580)(    3,087,763)  (   2,736,925)

Provisions for Taxes ......            -0-              -0-            -0-             -0-
                                        -                -              -               -

Net Loss After Taxes ......  ($ 15,497,621)  ($   3,805,580)($    3,087,763) (   2,736,925)
                             =============   ============== ===============  ==============

Loss Per Share ............                  ($        0.05)($         0.16) ($       0.19)

Weighted Average
Shares Outstanding ........                      73,625,767      19,039,069     14,646,602

</TABLE>


    The accompanying notes are an integral part of these financial statements

<PAGE>



                             Aden Enterprises, Inc.
                          (A Development Stage Company)
                       Statements of Stockholders' Equity For the Period May 22,
            1986 (Inception) to April 30, 1999

<TABLE>
<CAPTION>


                                     Common Stock      Paid In    Accumulated
                                 Shares    Amount      Capital        Deficit
                                 ---------------------------------------------

<S>                           <C>        <C>         <C>        <C>

Beginning Balance,
May 22, 1986 ..............        -0-   $   -0-     $     -0-        $   -0-

Common Stock Issued for
Cash May 22, 1986 .........    100,000     12,500

Cash Contributed by
Public Investors ..........                14,322

Net Loss for Year Ended
April 30, 1987 ............                                     (          532)
                                 ---------------------------------------------

Balance, April 30, 1987 ...    100,000     26,822          -0-  (          532)

Net Loss for Year Ended
April 30, 1988 ............                                     (       20,472)
                                 ---------------------------------------------

Balance, April 30, 1988 ...    100,000     26,822          -0-  (       21,004)

Cash Contributed by Officer        -0-     10,691

Common Stock Issued for
Cash February 28, 1989 ....    240,600     71,428

Net Loss for Year Ended
April 30, 1989 ............                                     (       89,362)
                                 ---------------------------------------------

Balance, April 30, 1989 ...    340,600    108,941          -0-  (      110,366)

Net Income for Year
Ended April 30, 1990 ......                                            194,573
                                 ---------------------------------------------

Balance, April 30, 1990 ...    340,600    108,941          -0-          84,207

Net Loss for Year Ended
April 30, 1991 ............                                     (       85,269)
                                 ---------------------------------------------

Balance, April 30, 1991 ...    340,600    108,941          -0-  (        1,062)

</TABLE>




    The accompanying notes are an integral part of these financial statements

<PAGE>



                             Aden Enterprises, Inc.
                          (A Development Stage Company)
                 Statements of Stockholders' Equity -Continued-
     For the Period May 22, 1986 (Date of Inception) through April 30, 1999

<TABLE>
<CAPTION>


                                     Common Stock      Paid In    Accumulated
                                 Shares    Amount      Capital        Deficit
                                 ---------------------------------------------
<S>                          <C>        <C>         <C>        <C>

Dividend of No Par Shares     340,600

Net Loss for Year Ended
April 30, 1992 ...........                                     (      57,653)
                                 ---------------------------------------------

Balance, April 30, 1992 ..    681,200     108,941         -0-        (58,715)

Reverse Split of Shares
Outstanding One for Two ..   (340,600)

Net Loss for Year Ended
April 30, 1993 ...........                                     (      37,074)
                                 ---------------------------------------------

Balance, April 30, 1993 ..    340,600     108,941         -0-  (      95,789)

Net Loss for Year Ended
April 30, 1994 ...........                                     (      21,520)
                                 ---------------------------------------------

Balance, April 30, 1994 ..    340,600     108,941         -0-       (117,309)

Capital Contributed by
Stockholder ..............                 17,917

Capital Contributed by
Default of Public Investor                    128

Warrants Issued ..........                             123,095

Net Loss for Year Ended
April 30, 1995 ...........                                     (     221,340)
                                 ---------------------------------------------

Balance, April 30, 1995 ..    340,600     126,986      123,095 (     338,649)

Shares Issued for Cash at
$0.333 Per Share .........    600,000     200,000


</TABLE>








    The accompanying notes are an integral part of these financial statements

<PAGE>



                             Aden Enterprises, Inc.
                          (A Development Stage Company)
                 Statements of Stockholders' Equity -Continued-
     For the Period May 22, 1986 (Date of Inception) through April 30, 1999

<TABLE>
<CAPTION>


                                     Common Stock      Paid In    Accumulated
                                 Shares    Amount      Capital        Deficit
                                 ---------------------------------------------

<S>                           <C>        <C>         <C>        <C>
Shares Issued for Note
Receivable $0.291 Per Share   1,082,143     315,000

Shares Issued for Cash at
$0.486 Per Share ..........     300,000     146,000

Shares Issued for Cash
at $0.50 Per Share ........   1,100,000     550,000

Shares Issued for Services
at $0.35 Per Share ........     100,000      35,000

Shares Issued for Services
at $0.162 Per Share .......     460,845      75,000

Shares Issued for Debt
Reduction .................     197,505      32,140

Shares Issued for Cash
$0.001 Per Share ..........   3,900,889      39,008

Shares Returned to
Company for
Contribution at $0.01
Per Share ................. (    90,000)  (     900)

Shares Issued for Service
at $0.01 Per Share ........   1,110,000      11,100

Warrants Issued ...........                             403,495

Net Loss for Year Ended
April 30, 1996 ............                                      (   5,528,702)
                                 ---------------------------------------------

Balance,  April 30, 1996 ..   9,101,982   1,529,334     526,590  (   5,867,352)

Shares Issued for Cash at
$0.01 Per Share ...........     658,333       6,583

</TABLE>




    The accompanying notes are an integral part of these financial statements

<PAGE>



                             Aden Enterprises, Inc.
                          (A Development Stage Company)
                 Statements of Stockholders' Equity -Continued-
     For the Period May 22, 1986 (Date of Inception) through April 30, 1999

<TABLE>
<CAPTION>


                                     Common Stock      Paid In    Accumulated
                                 Shares    Amount      Capital        Deficit
                                 --------------------------------------------------

<S>                           <C>          <C>         <C>           <C>
Shares Issued for Services
at $0.01 Per Share .......       116,667         1,167

Shares Issued for Cash at
$0.05 Per Share ..........     5,000,000       250,000

Shares Issued for
Forbearance at $0.04
Per Share ................       290,000        11,600

Shares Issued for
Forbearance at $0.04
Per Share ................     2,622,087       104,883

Cost of Warrants Issued ..                                     8,339

Net Loss for Year Ended
April 30, 1997 ...........                                              (2,736,925)
                                 --------------------------------------------------

Balance, April 30, 1997 ..    17,789,069     1,903,567       534,929    (8,604,277)

Shares Issued for Services
at $0.32 Per Share .......    15,000,000       480,000

Net Loss for Year Ended
April 30, 1998 ...........                                             ( 3,087,763)
                                 --------------------------------------------------

Balance, April 30, 1998 ..    32,789,069     2,383,567       534,929   (11,692,040)

Shares Issued to Acquire
Liberty Court Travel .....    10,000,000       300,000

Shares Issued for Services
at $.03000 Per Share .....    27,857,143     1,135,715

Shares Issued for Services
at $0.01248 Per Share ....     2,580,000        32,198

Shares Issued for Services
at $0.02 Per Share .......     4,000,000        80,000
</TABLE>





    The accompanying notes are an integral part of these financial statements

<PAGE>



                             Aden Enterprises, Inc.
                          (A Development Stage Company)
                 Statements of Stockholders' Equity -Continued-
     For the Period May 22, 1986 (Date of Inception) through April 30, 1999



<TABLE>
<CAPTION>


                                     Common Stock      Paid In    Accumulated
                                 Shares    Amount      Capital        Deficit
                                 --------------------------------------------------

<S>                           <C>          <C>         <C>           <C>
Shares Issued for Services
at $0.014960 Per Share        14,773,788       221,016

Shares Issued for Stock at
$0.04056 Per Share             5,000,000       202,800

Cost of Warrants Issued                                    188,073

Net Loss for Year Ended
April 30, 1999                                                        (  3,805,580)
                                 --------------------------------------------------

Balance, April 30, 1999       97,000,000    $4,055,296    $723,002    ($15,497,621)
                              =====================================================
</TABLE>



    The accompanying notes are an integral part of these financial statements

<PAGE>



                             Aden Enterprises, Inc.
                          (A Development Stage Company)
                            Statements of Cash Flows
      Accumulated for the Period Amy 22, 1986  (Inception) to April 30, 1999 and
              for the Years Ended April 30, 1999, 1998 and 1997
<TABLE>
<CAPTION>

                                                         Accumulated       1999            1998           1997
                                                         -----------       ----            ----           ----
<S>                                                   <C>             <C>           <C>             <C>

Cash Flows from Operating Activities
Net Loss ............................................ ($ 15,497,621)   ($3,805,581) ($  3,087,763)   ($2,736,925)
   Adjustments to Reconcile Net Loss to
Net Cash Used by Operating Activities;
Amortization & Depreciation .........................        39,679         17,125            -0-            -0-
Non Cash Expenses ...................................     2,755,708      1,789,459        480,000        117,650
Warrants Issued .....................................       723,002        188,073            -0-          8,339
Rounding ............................................           -0-            -0-            -0-    (         3)
   Changes in Operating Assets & Liabilities;
(Increase) Decrease in Accounts Receivable                ( 296,700)      (296,700)           -0-        243,085
Increase (Decrease) in Accounts Payable Trade .......       469,652        109,560          8,814        200,151
Increase (Decrease) in Accounts Payable Employees ...       137,834        137,834            -0-            -0-
Increase (Decrease) in Payroll Taxes Payable ........       628,409        132,788         37,677        140,783
Increase (Decrease) in Franchise Taxes Payable ......         5,729            -0-          5,729            -0-
Increase (Decrease) in Accrued Interest .............     2,589,254        746,524        543,269        805,528
Increase (Decrease) in Accrued Forbearance ..........     1,264,662        490,800        445,120        328,742
Increase (Decrease) in Unissued Common Stock ........       518,000        438,000            -0-         35,000
Increase (Decrease) in Judgements Payable ...........     1,906,939            -0-        925,495        981,444
                                                          ---------       --------        -------        -------

Net Cash (Used) Provided  in Operating Activities ... (   4,755,383)   (    52,118) (     641,659)       123,794

Cash Flows from Investing Activities
Organization Costs .................................. (         160)           -0-            -0-            -0-
Purchase of Equipment ............................... (      34,235)   (    20,318)           -0-            -0-
                                                          ---------       --------        -------        -------

Net Cash (Used) Provided in Investing Activities .... (      34,395)   (    20,318)           -0-            -0-

Cash Flows from Financing Activities
Increase in Cash in Bank Overdraft ..................        17,630         17,630            -0-            -0-
Sale of Common Stock ................................     1,318,574            -0-            -0-        256,583
Increase (Decrease) in Notes Payable ................     3,453,574         54,806        641,379       (380,097)
                                                          ---------       --------        -------        -------

Net Cash Provided (Used) in Financing Activities ....     4,789,778         72,436        641,379    (   123,514)
                                                          ---------       --------        -------        -------

Increase (Decrease) Cash & Cash Equivalents .........           -0-            -0-  (         280)           280
Cash & Cash Equivalents Beginning of Period .........           -0-            -0-            280            -0-
                                                          ---------       --------        -------        -------

Cash & Cash Equivalents End of Period $ .............           -0-   $        -0-  $         -0-   $        280
                                                          =========   ============  =============   ============

Disclosures for Operating Activities
Interest $ ..........................................     2,882,394   $    665,525  $     638,370   $    857,670
Taxes ...............................................           -0-            -0-            -0-            -0-

</TABLE>


    The accompanying notes are an integral part of these financial statements

<PAGE>



                             Aden Enterprises, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements

NOTE #1 - Corporate History

Organization of Business

The Company was organized on May 22, 1986 under the laws of the state of Nevada.
During August 1988, the Company merged with Aden Enterprises, Inc., a California
Corporation,   changing  the  Company's  corporate  domicile  to  the  state  of
California.

The Company has not commenced planned principal  operations and is considered to
be a development stage enterprise.  The Company's principal business activity is
investing in all forms of investments or lawful business activities.

NOTE #2 - Significant Accounting Policies

A.       The Company uses the accrual method of accounting.
B.       Revenues and directly  related  expenses are  recognized  in the period
         when the services are performed for the customer.
C.       The Company  considers all short term,  highly liquid  investments that
         are readily convertible,  within three months, to known amounts as cash
         equivalents. The Company currently has no cash equivalents.
D.       Primary  Earnings Per Share  amounts are based on the weighted  average
         number of shares outstanding at the dates of the financial  statements.
         Fully  Diluted  Earnings Per Share shall be shown on stock  options and
         other convertible  issues that may be exercised within ten years of the
         financial statement dates.
E.       Inventories: Inventories are stated at the lower of cost, determined by
         the FIFO method or market.
F.       Depreciation:  The cost of property and equipment is  depreciated  over
         the estimated useful lives of the related assets. The cost of leasehold
         improvements is depreciated  (amortized)  over the lesser of the length
         of  the  related   assets  or  the  estimated   lives  of  the  assets.
         Depreciation  is computed  on the  straight  line method for  reporting
         purposes and for tax purposes.
G.       Estimates:  The  preparation of the financial  statements in conformity
         with generally accepted  accounting  principles  requires management to
         make estimates and assumptions  that affect the amounts reported in the
         financial  statements  and  accompanying  notes.  Actual  results could
         differ from those estimates
H.       Consolidation   Policy;   The   accompanying   consolidated   financial
         statements  include  the  accounts of the Company and all of its wholly
         owned and majority owned  subsidiaries.  Intercompany  transactions and
         balances have been eliminated in the consolidation.
I.       New  Technical   Pronouncements;   In  February  1997,  SFAS  No.  129,
         "Disclosure  of  Information   about  Capital   Structure"  was  issued
         effective for periods  ending after  December 15, 1997. The Company has
         adopted the  disclosure  provisions of SFAS No. 129 effective  with the
         fiscal year ended April 30, 1999.

<PAGE>



                             Aden Enterprises, Inc.
                          (A Development Stage Company)
                    Notes to Financial Statements -Continued-

NOTE #2 - Significant Accounting Policies

     In June 1997,  SFAS No. 130,  "Reporting  Comprehensive  Income" was issued
     effective for fiscal years  beginning after December 31, 1997, with earlier
     application  permitted.  The  Company  has  elected  to adopt  SFAS No. 130
     effective  with the fiscal year ended April 30, 1999.  Adoption of SFAS No.
     130 did not have a material impact on the Company's financial statements.

     In June 1997,  SFAS No. 131,  "Disclosures  about Segments of an Enterprise
     and  Related  Information"  was  issued  for fiscal  year  beginning  after
     December 31,  1997,  with earlier  application  permitted.  The Company has
     elected to adopt SFAS No. 131,  effective with the fiscal years ended April
     30,  1999.  Adoption of SFAS No. 131 did not have a material  impact on the
     Company's financial statements.

J.   Forbearance  Amounts:  The Company  calculates  forbearance  amounts at 10-
     20% of the indebtedness.

NOTE #3 - Property, Equipment and Depreciation

Capitalized amounts are depreciated over the useful life of the assets using the
straight line method of depreciation. At December 31, 1999 and 1998, the Company
had property and equipment as follows;
<TABLE>
<CAPTION>


                                                                    Depreciation          Accumulated
                          Cost         Cost                             Expenses         Depreciation
Assets                    1999         1998        Life          1999        1998        1999    1998
------------------------------------------------------------------------------------------------------
<S>                   <C>        <C>               <C>      <C>           <C>         <C>       <C>

Computer Equipment .   $20,318   $      -0-         3-5       $10,366     $   -0-     $10,366   $ -0-
Furniture & Fixtures    14,077          -0-           2         2,815         -0-       2,815     -0-
                      --------------------------------------------------------------------------------
Total ..............   $34,395   $      -0-                   $13,181     $   -0-     $13,181   $ -0-
                      ================================================================================
</TABLE>


NOTE #4 - Consolidation

The Company  issued  10,000,000  shares of its common stock to its  President to
acquire  Liberty  Court  Travel.  During the year ended April 30, 1999,  Liberty
Court Travel  operated as a wholly owned  subsidiary of Aden  Enterprises,  Inc.
Subsequent  to its year end,  Liberty Court Travel,  suspended  operations,  but
plans to renew operations as part of the Company's Internet travel business. All
intercompany transactions were eliminated in consolidation. The discounted value
of the stock  exchanged  exceeded  the net book  value of the  assets of Liberty
Court Travel by $59,161.  This amount has been recorded as goodwill and is being
amortized over a period of ten years.

<PAGE>



                             Aden Enterprises, Inc.
                          (A Development Stage Company)
                    Notes to Financial Statements -Continued-

NOTE #5 - Notes Payable

The Company has notes payable to a commercial  bank, and twenty seven individual
lenders as follows;
<TABLE>
<CAPTION>

                                                                  1999         1998
                                                                  ----         ----
<S>                                                           <C>         <C>

Commercial Bank, Due August 21, 1995, Interest Rate 10.5%.   $  165,732   $  165,732
Individual #1, Interest Rate 15%, Due August 12, 1996 ....      300,000      300,000
Individual #2, Interest Rate 15%, Due October 31, 1996 ...      395,101      395,101
Individual #3, Interest Rate 15%, Due January 15, 1996 ...      145,000      145,000
Individual #4, Interest Rate 22%, Due April 15, 1997 .....      345,000      345,000
Individual #5, Interest Rate 11%, Due on Demand ..........       37,500       37,500
Individual #6, Interest Rate 12.%, Due on Demand .........       81,330       81,330
Individual #7, Interest Rate 12.5%, Due on Demand ........       82,200       82,200
Individual #8, Interest Rate 12.%, Due on Demand .........        7,100        7,100
Individual #9, Interest Rate 15%, Due on Demand ..........        5,000        5,000
Individual #10, Interest Rate 15%, Due on Demand .........      160,000      160,000
Individual #11, Interest Rate 10%, Due on Demand .........      350,000      350,000
Individual #12, Interest Rate 12.5%, Due on Demand .......       20,000       20,000
Individual #13, Interest Rate 11%, Due on Demand .........       10,000       10,000
Individual #14, Interest Rate 11%, Due on Demand .........        5,000        5,000
Individual #15, Interest Rate 11%, Due on Demand .........        8,000        8,000
Individual #16, Interest Rate 11%, Due on Demand .........        5,000        5,000
Individual #17, Interest Rate 11%, Due on Demand .........        8,000        8,000
Individual #18, Interest Rate 11%, Due on Demand .........        5,000        5,000
Individual #19, Interest Rate 10%, Due on Demand .........      100,000          -0-
Individual #20, Interest Rate12%, Due on Demand ..........      109,279      109,279
Individual #21 , Due on Demand ...........................        5,000        5,000
Individual #22, Interest Rate 12%, Due on Demand .........      257,000      257,000
Individual #23, Due on Demand ............................      150,000      150,000
Individual #24, Interest Rate 7%, Due on Demand ..........      100,000      100,000
Individual #25, Interest Rate 12%, Due on Demand .........      104,286      104,286
Individual #26, Interest Rate 12%, Due on Demand .........      420,992      420,992
Individual #27, Interest Rate 15% Due on Demand ..........       72,054       72,054
            ---               --                                 ------       ------
Total ....................................................   $3,453,574   $3,353,574
                                                             ==========   ==========
</TABLE>

Conversion Applicable to Individual #27

At any time after the issue date  hereof and on or before the due date,  or such
earlier date as the principal  amount due hereunder may be paid,  the registered
owner is entitled to convert all, but not less than all, of the unpaid principal
amount of this debenture into fully paid and non-assessable shares of its common
stock of Aden Enterprises,  Inc., at the applicable conversion price, or at such
conversion  price as may be adjusted  from time to time.  The  conversion  price
represents the principal  amount of this debenture which may be converted into a
share of common stock.  The conversion  price is equal to 70% of the fair market
value of each share of common stock, subject to the following limitations.

1.   If the  note  is  converted  within  90  days  following  the  issue  date,
     inclusive, the conversion price will be $1.00 per share.

2.   If the note is  converted  at any time after the 90 day  period,  but on or
     before the first  anniversary of the issue date, the conversion price shall
     not exceed $1.50 per share.

3.   The conversion price shall in no event be less that $0.70 per share.


<PAGE>



                             Aden Enterprises, Inc.
                          (A Development Stage Company)
                    Notes to Financial Statements -Continued-

NOTE #6- Litigation

On October  16,  1998,  the  Company  was named as a  co-defendant  in an action
brought in the District  Court of Douglas  County,  Nebraska,  captioned  Copper
Canyon Ventures,  L.L.C.,  Plaintiff,  vs. Michael S. Luther,  Aden Enterprises,
Inc. and Capstone Group, Inc., Defendants, Doc. 976 No. 824. The action seeks to
recover on a promissory note,  effective  January 1, 1998, with interest thereon
at 12.5% per annum. On September 25, 1999, the parties entered into a settlement
agreement under which certain  payments will be made in exchange for the release
and dismissal of all claims against the Company and the other defendants.  As of
the date of this report, such payments have not been made and the action remains
pending.

The Company has been a defendant in legal  proceedings  at various  times in the
past and has outstanding balances as follows;
<TABLE>
<CAPTION>

                                                                         1999           1998
                                                                         ----           ----
<S>                                                                 <C>          <C>

Judgment in the United States District Court of Nebraska,
   Douglas County, Doc. #97, No. 465, Invest L' Inc.,
   Plaintiff vs. Aden Enterprises, Inc., Et Al.,
   Petition filed September 23, 1997.............................   $  437,924   $  437,924
Judgment in the United States District Court of Nebraska,
   Douglas County, Doc. #97, No. 465, Invest L' Inc.,
   Bridge Fund Plaintiff vs. Aden Enterprises, Inc., Et Al.,
   Petition Filed September 23, 1997 ............................      398,970      398,970
Judgment in the District Court of Nebraska,
   Douglas County, Doc. #964, No. 98, Fredrick W. Weidinger
   Plaintiff, vs. Aden Enterprises, Inc., Defendant,
   Petition Filed August 18, 1997 ...............................       88,600       88,600
Judgment in the District Court of Nebraska,
   Douglas County,  Doc. #959 No. 864, Russell Barger
   Plaintiff vs., Aden Enterprises, Inc., Et. Al., Petition Filed
   April 2, 1997 ................................................      119,932      119,932
Judgment in the District Court of Nebraska,
   Douglas County, Doc. #956, No. 36, Matthew A. Gohd
   Plaintiff vs., Aden Enterprises, Inc., Et. Al., Petition Filed
   November 27, 1996, Judgment includes Accrued Interest
   of $41,891 ...................................................      200,000      200,000
Judgment in the District Court of Nebraska,
   Douglas County, Doc., 958, No. 177, Value Partners LTD.,
   Plaintiff vs., Aden Enterprises, Inc., Et. Al., Petition Filed
   February 12, 1997 ............................................      482,773      482,773
Judgment in the United States Eighteenth Judicial Circuit,
   County of Du Page State of Illinois, Doc., 0256,
   Primary Resources, Inc., Plaintiff vs. Aden Enterprises, Inc.,
   Et. Al., Filed March 8, 1996 .................................      178,740      178,740
                                                                       -------      -------
Total ...........................................................   $1,906,939   $1,906,939
                                                                    ==========   ==========

</TABLE>


NOTE #7 - Payroll Taxes

Resulting from a failed acquisition in 1996 the Company has been identified as a
responsible  party by the Internal  Revenue  Service for unpaid payroll taxes of
$311,020  and  Liberty  Court  Travel  has  $124,176  in unpaid  payroll  taxes.
Penalties and interest of $193,233 have been accrued on these taxes.

<PAGE>



                             Aden Enterprises, Inc.
                          (A Development Stage Company)
                    Notes to Financial Statements -Continued-

NOTE #8 - Unissued Common Stock

In 1997,  the Company  received  $35,000 for payment of 100,000 shares of common
stock and in 1999 $483,000 was received for payment of  approximately  5,800,000
of shares of common  stock.  The Company has not directed its transfer  agent to
issue the shares and  currently  does not have  authorized  but unissued  shares
available to issue the purchaser.

NOTE #9 - Interest Payable

The Company has not paid the accrued interest on the notes payable  presented in
Note #5.  Interest at the debt rate and penalty  interest  has been  accrued and
represents  $2,589,254 at April 30, 1999 and $1,842,730 at April 30, 1998. These
amounts have been personally guaranteed by the Company's President.

NOTE #10 - Forbearance Fees Payable

The notes payable as disclosed in Note #5, have all been  defaulted  upon by the
Company.  The Company has made  commitments  to the note  holders of  additional
amounts to be repaid for an  extension  of the payment of accrued  interest  and
principal of the notes.  These  forbearance  fees commitments are $1,264,662 for
April 30, 1999 and $773,862 for April 30, 1998.

NOTE #11 - Income Taxes

The  Company  has  adopted  FASB 109 to account  for income  taxes.  The Company
currently  has no issues  that  create  timing  differences  that would  mandate
deferred tax expense.  Net operating  losses would create possible tax assets in
future years. Due to the uncertainty as to the utilization of net operating loss
carryforwards  an  evaluation  allowance  has been made to the extent of any tax
benefit that net operating losses may generate.

The Company has incurred losses that can be carried forward to offset future
earnings if conditions of the Internal revenue Codes are met.  These losses are
as follows:
<TABLE>
<CAPTION>

                                Year of Loss          Amount    Expiration Date
                                ------------------------------------------------
                                <S>              <C>            <C>

                                        1991      $    1,062               2006
                                        1992          57,653               2007
                                        1993          37,074               2008
                                        1994         21,520                2009
                                        1995         221,340               2010
                                        1996       5,528,703               2011
                                        1997       2,736,925               2017
                                        1998       3,087,763               2018
                                        1999       3,805,580               2019
</TABLE>
<TABLE>
<CAPTION>


                                                          1999           1998
                                                          ----           ----
<S>                                             <C>              <C>

Deferred Tax Assets Balance Beginning of Year   $          -0-          $ -0-
Net Operating Loss Carryforwards                    15,537,620     11,732,040
                                                    ==========     ==========
  Tax at Current Rate                           $    5,282,791   $  3,988,894
  Valuation Allowance                            (   5,282,791)    (3,988,894)
                                                    -----------   -----------
     Net Deferred tax Assets                    $          -0-   $        -0-
                                                  =============   ===========

     Deferred Tax Liability                                -0-            -0-
</TABLE>

<PAGE>



                             Aden Enterprises, Inc.
                          (A Development Stage Company)
                    Notes to Financial Statements -Continued-

NOTE #12 - Stockholders' Equity

Common Stock
The total  authorized  stock of the Corporation is 100,000,000  shares of common
stock with no par value.  All stock when issued  shall be deemed  fully paid and
non-assessable.  No cumulative voting on any matter to which  stockholders shall
be entitled  to vote,  shall be allowed for any  purpose.  Shareholders  have no
pre-emptive rights to acquire unissued shares of stock of the Corporation.

Common Shares Issued for Non Cash Investing and Financing Activities

The Company issued shares for non cash investing and financing activities
as follows;

04-30-96      Issued 1,082,143 Shares for a Note Receivable of $315,000
04-30-97      Issued 116,667 Shares for Services of $1,167
04-30-97      Issued 2,912,087 Shares for Forbearance Expense of $116,483
04-30-98      Issued 15,000,000 Shares Valued at $480,000 to the President of
              the Company for Personal Guarantee of the Notes Payable, Related
              Interest Accrued and Forbearance Fee Outstanding
04-30-99      Issued  10,000,000  Shares  Valued at  $300,000  to the  Company's
              President  for 100% of the  Outstanding  Shares of  Liberty  Court
              Travel, Inc
04-30-99      Issued 2,580,000 Shares to a Consultant for Services Valued at
              $32,198
04-30-99      Issued 4,000,000 Shares to Two Consultants for Services Valued at
              $80,000
04-30-99      Issued  5,000,000  Shares  to a  Consultant  for Web Page  Address
              Services  Valued at  $202,800,  (subsequent  to the year end,  the
              Consultant returned the shares as part of a negotiated  settlement
              of a dispute).

         The price of the shares  issued was  computed  as  follows;  The market
quote price on the day of the  transaction  multiplied  by a financial  risk and
liquidity risk discount of 50% prior to January 1, 1999 and 40% after January 1,
1999 and a lack of  marketability  risk  discounts  of 34%.  The Company used an
outside valuation service to obtain the two discounts described above.

Warrants
The  Company  has issued  warrants  to  purchase  shares of its stock at various
prices  over a two year period from the date of issue.  The  warrants  have been
valued at the  difference  between  the stock price on the date of issue and the
present value on a 5% discount for two years  multiplied by the valuation  study
discount  of 50% prior to  January  1, 1999 and 40%  after  January  1, 1999 for
financial  risk and liquidity and 34% for lack of  marketability.  The resultant
cost has been  expensed to the  operations  in the year the warrants were issued
and paid in capital in the stockholders' equity section of the balance sheet has
been  correspondingly  increased.  Upon  issue of the shares the paid in capital
will be relieved  of the warrant  cost and the value of the no par stock will be
increased.  If the warrants are not exercised they remain as paid in capital and
no reduction to warrant expense will be made.

<PAGE>



                             Aden Enterprises, Inc.
                          (A Development Stage Company)
                    Notes to Financial Statements -Continued-


NOTE #12 - Stockholders' Equity-Continued-

         Warrants Issued are as follows;
<TABLE>
<CAPTION>

                                 Warrants    Expiration
Fiscal Year Ended                  Issued          Date       Expense
----------------------------------------------------------------------
<S>                           <C>              <C>       <C>

04-30-96                        9,725,334      04-30-98   $   526,570
04-30-97                        2,150,000      04-30-99         8,339
04-30-99                       88,179,527      04-30-01       188,073
                              ----------------------------------------
    Total                     100,054,861                 $   723,002
                              ========================================

Subsequent Issued 04-30-2000  142,860,441                 $ 1,806,496
</TABLE>


NOTE #13 - Segments Accounting

Segment disclosure for the Company and its wholly owned subsidiaries are as
follows;
<TABLE>
<CAPTION>

                             Aden Enterprises, Inc.  Liberty Court Travel
                             ----------------------  --------------------
<S>                         <C>                       <C>

Total Current Assets .....   $    302,456               $    -0-
Property & Equipment - Net            -0-                 21,214
Other Assets .............         55,217                    -0-
                              -----------              ----------
Total Assets .............   $    357,673               $ 21,214
                              ===========              ==========

Current Liabilities $ ....     10,925,931               $183,482
                              ===========              ==========

Total Revenues $ .........            -0-               $ 98,140
Operating Expenses .......      3,299,875                603,846
                              -----------              ----------

Loss from Operations .....   ($ 3,299,875)             ($505,706)
                              ===========              ==========
</TABLE>

NOTE #14 - Lease Obligation

At April 30, 1999, the Company had no operating leases.

Subsequent  to its year end the Company  leased  three  commercial  office sites
which require lease payments as follows;


Year End                      Amount

April 30, 2000                $ 46,952

April 30, 2001                  47,003

April 30, 2002                  14,645
                              --------

     Total                    $108,600
                              ========

<PAGE>



                             Aden Enterprises, Inc.
                          (A Development Stage Company)
                    Notes to Financial Statements -Continued-

NOTE #15 - Going Concern

The  accompanying  financial  statements of Aden  Enterprises,  Inc.,  have been
prepared on a going concern basis, which contemplates  profitable operations and
the  satisfaction  of  liabilities  in the normal course of business.  There are
uncertainties  that raise  substantial doubt about the ability of the Company to
continue  as a going  concern,  as shown in the  statements  of  operations.  In
addition the Company has no assets with which to conduct  profitable  operations
and  has an  inordinately  high  amount  of  current  debt.  These  items  raise
substantial  doubt  about the  ability  of the  Company to  continue  as a going
concern.

Subsequent  to its year end the  Company is  commencing  new  operations  in the
electronics  commerce  industry  where it will sell, or facilitate  the sale, of
travel  services  through  the  Internet  utilizing  the  Company's  proprietary
technology  in a web site.  The  Company  presently  is working  on an  improved
version of the web site systems.

The  Company has  accrued  ownership  of a  technology  that among other  things
provides a new way to navigate the Internet.

The Company  entered into a License  Agreement  whereby the Company  acquired an
exclusive right to certain  patents,  pending patents and proprietary  plans and
strategies  to  operate  in the  travel  service  industry  subject  to  certain
restrictive terms and conditions.

The Company has also  entered  into  negotiations  to acquire  traditional  type
travel agencies and four providers.

In  addition  to its  efforts in the travel  industry  the  Company has formed a
Nevada Corporation,  as a wholly owned subsidiary, to establish and maintain web
sites pertaining to the offer and sale of artwork and related merchandise.

The Company's  continuation  as a going concern is dependent upon its ability to
satisfactorily  meet its  obligations,  generate cash flows from  operations for
current operating costs and to raise capital to fund the planned ventures. As of
the date of this report, the Company has received  subscription  proceeds in the
amount of approximately $2,400,000.

The Company's President has personally guaranteed the Company's current debt and
accumulated  interest.  The financial  statements do not include any adjustments
that might result from the outcome of these uncertainties.

NOTE #16 - Acquisition and Rescission

On February 7, 1997,  the Company  entered into a letter of intent with Advanced
Business  Sciences,  Inc., a Nebraska  Corporation to purchase 21,750 shares,  a
minority interest in the Company.  The letter of intent was publically  reported
on Form 8-K. The Company did not acquire the shares or the minority  interest in
Advanced Business Sciences, Inc.

On July 24, 1997,  the Company  filed an 8-K  announcing  the  acquisition  of a
minority position in Focused Energy International,  for approximately 10,000,000
shares  of common  stock.  The  shares  were  never  issued  and no  acquisition
occurred.

On February 17, 1998, the Company  issued and 8-K announcing the  acquisition or
Engineer  Medical  Concepts,  Inc. The Company  failed to make the required cash
investments and no acquisition occurred.

<PAGE>



                             Aden Enterprises, Inc.
                          (A Development Stage Company)
                    Notes to Financial Statements -Continued-


NOTE #16 - Acquisition and Rescission -Continued-

On September 4, 1998, the Company issued an 8-K announcing the  acquisition of a
two year marketing  agreement with SelectSoft LLC an Arizona  Limited  Liability
Corporation.  The  Company  issued  10,000,000  shares of its common  stock.  On
February 26, 1999 the Company  issued and 8-K  announcing  the  recission of its
agreement of SelectSoft, LLC and received its 10,000,000 shares back.

On January 13, 1999, the Company 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. Subsequently, the Company elected
not to proceed with the transaction and no stock was issued.

On January 11, 1999, the Company  announced that it has expanded the services it
will market to  consumers  on the  Internet to include  long  distance and local
telephone service,  electricity and gas services. These services will be offered
in certain  geographic  regions  through an agreement with  Massachusetts  based
TelEnergy, Inc. At the date of this report, the Company has not actively pursued
this agreement, although it is still in effect.

On September 24, 1998,  the Company  announced that it had entered into a letter
term setting forth the terms and  conditions  whereby  Luther & Company,  or its
Designee,  would provide  Alcohol  Sensors  International,  LTD., with principal
offices located in Islandia, New York, prepaid royalties and other consideration
set forth in such  letter  term sheet in  exchange  for an  exclusive  worldwide
three-year  license for the Company's  product(s) and three year's warrants.  An
affiliate of the Company  provided  funds to ASI on behalf of the Company in the
amount of  $40,000.  These  funds are due and  payable to the  Company,  but are
deemed to be uncollectible as ASI has entered into Chapter 11 proceedings.

On February 16, 1998, the Company 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. This agreement was not acted upon and is
considered null and void. In conjunction  with this  agreement,  certain parties
advanced  funds on behalf  of the  Company  to EMC and  these  funds are due and
payable. However, the Company has determined these funds are not collectable and
they have been written off.

<PAGE>



                             Aden Enterprises, Inc.
                          (A Development Stage Company)
                    Notes to Financial Statements -Continued-

NOTE #17 - Subsequent Events

Subsequent to April 30, 1999, the Company entered into a license  agreement with
MercExchange  LLC  (MercExchange)  whereby  the  Company  obtained a  perpetual,
exclusive right to use the MercExchange patent,  pending patents and proprietary
plans and strategies,  (the MercExchange  intellectual property), for the travel
services  industry  subject  to certain  restrictive  terms and  conditions.  In
addition to the license agreement,  Aden purchased a ten percent (10%) ownership
interest in MercExchange,  LLC and the Company acquired an option to purchase an
additional  five  percent  (5%).  In October  1999,  the Company  entered into a
revised agreement with  MercExchange  whereby it obtained a right to enforce the
MercExchange intellectual property in the travel service industry and a right to
non-exclusively license the MercExchange intellectual property to other business
opportunities  that the Company may pursue.  Subject to the terms of the revised
agreement  and the issuance of certain  warrants for the  Company's  stock,  the
MercExchange  acquired  a  substantial  financial  and  equity  interest  in the
Company.  At the present time, the Company does not have the financial resources
necessary  to perform  its  rights and  obligations  under the  agreement  or to
perfect its ownership interest in the MercExchange, LLC.

The Company acquired the Internet domain name "Cheapfares.com" on June 24, 1999,
from Roy Flanders in exchange for 3,000,000 shares of the Company's common stock
 . The Company  formally agreed to register shares of Mr. Flanders stock, but has
not yet done so. At the  present  time,  the  Company is  employing  proprietary
technology on the Cheapfares.com site.

During this same time period,  the Company entered into an agreement to purchase
several  Internet domain names from Rene Fidler,  a resident of Colorado,  which
included the domain name  Cheapfares.to.  Terms of this agreement  called for an
initial  payment of  $50,000  with a  subsequent  payment  of  $250,000  and the
issuance of  5,000,000  shares of the  Company's  common  stock and  warrants to
purchase an  additional  5,000,000  shares of common  stock.  Owing to a dispute
which arose between Fidler and the Company, this transaction was not consummated
and litigation  ensued. The parties reached a settlement whereby Fidler was paid
an additional $50,000, the warrants were canceled and the shares of common stock
were returned to Aden.

The Company has entered into a letter of intent to acquire  another  traditional
travel agency,  Corporate Travel Consultants II, Inc., based in Miami,  Florida.
The letter of intent was accompanied by a payment of $50,000 and the issuance of
1,000,000  shares of the Company's  common stock.  It is  anticipated  that this
acquisition will be completed by the fiscal year ending April 30, 2000, although
there  can be no  assurance  the  Company  will have the  funds to  fulfill  the
acquisition agreement.

The Company has formed a Nevada Corporation under the name Leftbid.com, Inc. The
Company will own  sixty-one  percent (61%) of Leftbid's  issued and  outstanding
capital stock. Leftbid will develop,  establish and maintain websites pertaining
to the offer and sale of  artworks  and related  merchandise.  As of the date of
this annual report, Leftbid has not conducted any business operations.

In April of 1999,  the Company  entered  into an agreement to acquire all of the
capital  stock  of  Azumano  Travel,   Inc.,   ("Azumano").   The   transactions
contemplated  in this  agreement  have not been  consummated  and the Company is
renegotiating  the terms of this agreement.  As of the date of this report,  the
parties  have agreed,  subject to  execution  of a  definitive  amendment to the
agreement  under which the Company  will deliver to the selling  shareholders  a
promissory  note in the principal  amount of $3,000,000  (secured by a pledge of
Azumano capital stock acquired by the Company),  payable in two  installments of
$1,000,000,  due and payable 30 days  following  execution of the note,  and the
balance due and payable 90 days following execution of the note. In addition,

<PAGE>



                             Aden Enterprises, Inc.
                          (A Development Stage Company)
                    Notes to Financial Statements -Continued-

NOTE #17 - Subsequent Events -Continued-

the Company will issue and deliver to the selling shareholder  33,500,000 shares
of  the  Company's  capital  stock,   subject  to  the  Company's   articles  of
incorporation  being  amended to  increase  the number of  authorized  shares of
common stock.

In October of 1999,  the  Company  caused the  formation  of  Navlet.com,  Inc.,
("Navlet")  under the laws of the state of  Delaware.  Navlet will be engaged in
holding and licensing certain intellectual property rights related to electronic
commerce. The Company will hold a majority interest in Navlet's voting stock.

As of the date of this report, the Company has received subscription proceeds in
the amount of  approximately  $2,400,000.  See note #8. The Company  anticipates
further  infusions of capital;  however,  as of the date of this report,  all or
substantially  all of the  Company's  authorized  capital stock has been issued.
While the  Company  anticipates  that,  subject  to  shareholder  approval,  its
articles of  incorporation  will be amended to increase the number of authorized
shares,  there can be no  assurances  that such an amendment  will be completed.
Furthermore,  there can be no assurances  that  additional  infusions of capital
will  be  forthcoming,   under   commercially   reasonable  terms.  The  Company
anticipates  that its principal  shareholder,  Mr. Luther,  may loan some of his
holdings to the Company for the purpose of raising additional funding.

In order to issue  shares of common  stock with  respect to certain  commitments
made to various third  parties,  the company  redeemed  38,438,316 of its common
stock from Mr. Luther and 13,366,188 shares of its common stock from Mr. Koch.

Note #18 - Related Party Transactions

The  Company  has issued  stock to  officers,  directors  and others for various
services as follows:
         Michael S. Luther, an officer and director of the Company

          -    25,000,000 shares in consideration of his guaranteeing $4,000,000
               of  the  Company's   indebtedness  and  for  the  assumption  and
               indemnification of the Company's liabilities arising from certain
               litigation claims.

          -    2,000,000 shares in consideration of unspecified  services to the
               Company.

         Judith   E.  Sundberg,  an  officer  and  director  of  the  Company

          -    1,714,286 shares in consideration of services rendered.

         Donald E. Rokusek, a director of the Company

          -    1,142,857 shares in consideration of services rendered.

         Daniel A. Koch

          -    13,366,188  shares in  consideration  of his arranging a $100,000
               loan to the  Company,  repaying  such loan and paying  $40,000 of
               additional expenses on behalf of Liberty Court.

The  Company has paid  commissions  to  Quaestus  Ltd for sale of the  Company's
stock.  Anders Ulegard,  who is a significant  stockholder for the Company, is a
principal in Quaestus, Ltd.

<PAGE>



ITEM 9.  CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

         Not applicable.


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The following table sets forth information  concerning the age, current
positions  with the  Company,  and term of office as a  director  and  period of
service as such, for all of the directors of the Company, as of April 30, 1999:
<TABLE>
<CAPTION>

                                                               Year
                                                           Became a
Name                                        Age            Director       Office and Title
----                                        ---            --------       ----------------
<S>                                        <C>             <C>            <C>


Michael S. Luther                           41                 1995       Chairman of the Board of
                                                                          Directors; Chief
                                                                          Executive Officer

Judith E. Sundberg                          58                 1998       Director; Secretary

Donald E. Rokusek                           62                 1998       Director
</TABLE>



         All of the directors hold their office until the next annual meeting of
the shareholders and their respective successors shall qualify.

         Michael S.  Luther has been  associated  with the  Company as its Chief
Executive Officer since February 1995. From August, 1993 to November,  1994, Mr.
Luther  was a  registered  representative  of the  investment  banking  firm  of
Kirkpatrick,  Pettis, Smith & Polian, Inc. of Omaha,  Nebraska.  Mr. Luther is a
graduate  of the  University  of Maryland  with a Bachelor of Science  degree in
accounting and he is a certified public accountant.  Mr. Luther is a director of
Synergy  Media,  Inc.  Mr.  Luther and his brother,  Mark Luther,  were named as
defendants  in an action  brought in the United  States  District  Court for the
District of Nebraska by the United States  Secretary of Labor on March 17, 1999,
captioned  Alexis M. Herman,  Secretary of Labor,  United  States  Department of
Labor, Plaintiff, v. Michael S. Luther, Mark E. Luther, and SmartPay Processing,
Inc. 401(k) Profit Sharing Plan, Defendants, Civil Action No. 8:99-CV-00093. The
complaint alleged that the defendants failed to exercise their  responsibilities
as fiduciaries of the SmartPay Processing,  Inc. 401(k) Profit Sharing Plan (the
"Plan").  On  September  9, 1999,  a consent  judgment  was entered  against the
defendants  which  ordered and adjudged that (1) Messrs.  Luther,  their agents,
servants,  employees,  and attorneys and those  persons  (having  notice of such
order) in active concert or participation with them be permanently  enjoined and
restrained from violating the provisions of Sections 403-406,  inclusive, of the
Employee  Retirement  Income Security Act of 1974, as amended  ("ERISA") and (2)
Messrs.  Luther be permanently  enjoined and restrained  from (a) exercising any
discretionary  authority or discretionary  control respecting  management of any
ERISA-covered  pension or welfare  benefit plan or  exercising  any authority or
control  respecting  management or disposition of any such plan's assets and (b)
having  any  discretionary  authority  or  discretionary  responsibility  in the
administration of any such plans. Messrs. Luther were further ordered to pay the
sum of $23,500 to the independent trustee of the Plan within thirty (30) days of
the entry of the judgment for  distribution  to the Plan's  participants  and/or
beneficiaries.  The Company has made this payment on behalf of Mr.  Luther.  Mr.
Luther does not currently exercise any discretionary authority or responsibility
respecting any  ERISA-covered  pension or welfare benefit plan pertaining to the
Company.

         Judith E. Sundberg has been associated with the Company since November
1995.  Mrs. Sundberg has no experience in the management of a public company.
Mrs. Sundberg is also a director of Synergy Media, Inc.

<PAGE>



     Donald E.  Rokusek has been  associated  with the Company  since 1997.  Mr.
Rokusek has also been  associated  with (1) Concepts,  Inc. from 1980 to date as
its vice president,  (2) Digital  Products  Corporation from 1997 to date as its
director of contracts administration,  and (3) Sewing Concepts from 1985 to 1997
as its  operations and financial  manager.  Mr. Rokusek has no experience in the
management of a public company.

ITEM 11. EXECUTIVE COMPENSATION.

         The following table sets forth information  concerning the compensation
of each of the Company's last three  completed  fiscal years, at April 30, 1999,
of the principal  executive  officer.  There were no other persons serving in an
executive capacity for the Company during such time period

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                          LONG-TERM
                                                                         COMPENSATION
                                                                            AWARDS
                                                  ANNUAL COMPENSATION    ------------
                                                 ---------------------    SECURITIES
                NAME AND                         SALARY                   UNDERLYING       ALL OTHER
           PRINCIPAL POSITION             YEAR   ($)       BONUS($)       OPTIONS(#)    COMPENSATION($)
           ------------------             ----   -------   -----------   ------------   ---------------
<S>                                       <C>    <C>       <C>           <C>            <C>
Michael S. Luther                         1999   0          0             0              0
  Chairman of the Board and               1998   0          0             0              0
  Chief Executive Officer                 1997   0          0             0              0
</TABLE>

         The Company has no retirement, pension,  profit-sharing,  insurance, or
medical  reimbursement plan covering its officers or employees.  The Company has
not  entered  into any  employment  agreements  with any of the named  executive
officers.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         (a)  Security Ownership of Certain Beneficial Owners.

         As of December 31, 1999, there were 81,000,000  shares of the Company's
common stock outstanding.  The following table sets forth information  regarding
the beneficial  ownership of the Company's common shares by shareholders holding
or controlling five percent (5%) or more of its outstanding voting securities.

<TABLE>
<CAPTION>

                                  Amount of
                                 Beneficial
                               Ownership of
                            Common Stock as   Percent of
Name and Address               of 12/31/199        Total
----------------               ------------        -----
<S>                            <C>              <C>


Michael S. Luther (1)             9,414,353       11.62%
1611 So. 91st Avenue
Omaha, Nebraska 68124

Daniel A. Koch (2)                  143,169        0.18%
12905 Lafayette Ave
Omaha, Nebraska 68154

MercExchange, LLC(3)                      0       0.00%
8408 Washington Avenue
Alexandria, VA 22309


Anders Ulegard (4)                4,085,278        5.04%
c/o Quaestus Ltd.
38 Route de Malagnon
CH-1208
Geneva, Switzerland
</TABLE>


<PAGE>



         (b)Security Ownership of Management.

         The following  table sets forth  information  regarding the  beneficial
ownership of the Company's  common shares by its directors,  the Company's Chief
Executive  Officer  and the  Company's  only other  executive  officer,  and the
directors and executive officers as a group.
<TABLE>
<CAPTION>



                                                  Amount of
                                                 Beneficial
                                               Ownership of
                                            Common Stock as    Percent of
Name and Address                              of 12/31/1999      Total
----------------                              -------------      -----
<S>                                           <C>              <C>


Michael S. Luther (1)                             9,414,353      11.62%
Chairman and Chief Executive Officer
1611 So. 91st Avenue
Omaha, Nebraska 68124

Judith E. Sundberg                                1,771,853       2.19%
Director
c/o 13314 "I" Street
Omaha, Nebraska 68137

Donald E. Rokusek                                 1,142,857       1.41%
Director
c/o 13314 "I" Street
Omaha, Nebraska 68137

Thomas Woolston (3)                                       0       0.00%
Chief Technology Officer
8408 Washington Avenue
Alexandria, VA 22309

Directors and Executive Officers                 12,329,063      15.22%
as a group (4individuals)

</TABLE>



(1) In order to issue shares of Common Stock with respect to certain commitments
made to various third parties,  the Company  redeemed  38,438,316  shares of its
Common Stock from Mr.  Luther.  The Company  committed to reissue such shares to
Mr.  Luther  subject  to the  approval  of the  amendment  to  Article IV of its
Articles of  Incorporation.  Furthermore,  on September  21,  1999,  the Company
agreed to issue a warrant to Mr.  Luther  which grants him the right to purchase
50,000,000  shares of Common Stock at an exercise price of $0.15 per share. This
warrant expires on September 21, 2001. At the time this warrant was issued,  the
fair market value of each share of Common Stock was  determined by the Company's
board of directors to be $0.038. This warrant is also subject to the approval of
the amendment to Article IV of the Company's Articles of Incorporation.

(2) In order to issue shares of Common Stock with respect to certain commitments
made to various third parties,  the Company  redeemed  13,366,188  shares of its
Common Stock from Mr. Koch. The Company  committed to reissue such shares to Mr.
Koch subject to the  approval of the  amendment to Article IV of its Articles of
Incorporation  as set forth herein.  On November 15, 1998, the Company agreed to
issue a warrant to Mr. Koch which  grants him the right to  purchase  43,000,000
shares of Common  Stock at an  exercise  price of $0.001 per share.  At the time
this warrant was issued, the fair market value of each share of Common Stock was
determined  by the  Company's  board of  directors  to be $0.011.  This  warrant
expires on November 14, 2000. On September 21, 1999, the Company agreed to issue
a warrant to Mr. Koch which grants him the right to purchase  50,000,000  shares
of  common  stock at an  exercise  price of $0.15  per  share.  At the time this
warrant was  issued,  the fair  market  value of each share of Common  Stock was
determined  by the  Company's  board of  directors  to be $0.038.  This  warrant
expires on  September  21,  2001.  Each of the  warrants is also  subject to the
approval  of  the  amendment  to  Article  IV  of  the  Company's   Articles  of
Incorporation.

<PAGE>




(3) Subject to the  approval  of the  amendment  to Article IV of the  Company's
Articles of  Incorporation as set forth herein,  MercExchange,  LLC will receive
58,000,000  shares  of the  Company's  Common  Stock  in  consideration  for the
conveyance  of certain  intellectual  property  rights.  MercExchange,  LLC is a
Virginia limited liability company owned and controlled by Thomas Woolston,  the
Company's Chief Technology Officer.

(4) Mr. Ulegard beneficially owns directly 1,128,611 shares of Common Stock. Mr.
Ulegard's  affiliates,  Quaestus  Ltd.  and  Quaestus  Life  International  Ltd.
("Quaestus  Life"),  beneficially  own 1,220,000 and 1,736,667  shares of Common
Stock,  respectively.  On November 15, 1998,  the Company agreed to issue to Mr.
Ulegard a warrant to purchase in the aggregate 20,000,000 shares of Common Stock
at an exercise  price of $0.001 per share.  At the time this warrant was issued,
the fair  market  value of each  share of  Common  Stock was  determined  by the
Company's board of directors to be $0.011.  This warrant expires on November 14,
2000.  In  addition,  the  Company  agreed  on  November  1,  1999,  to issue to
affiliates of Mr. Ulegard, Quaestus S.A. and Quaestus Life, warrants to purchase
in the  aggregate  3,842,096  shares  of  Common  Stock at $0.20  per  share and
warrants to purchase in the  aggregate  522,000  shares of Common Stock at $0.15
per share. At the time these warrants were issued, the fair market value of each
share of Common Stock was  determined by the Company's  board of directors to be
$0.044.  These  warrants  expire on October 31, 2001.  Each of these warrants is
subject  to  the  approval  of  the  amendment  to  the  Company's  Articles  of
Incorporation increasing the number of authorized shares of capital stock. Under
agreements dated as of December 31, 1999,  Quaestus Ltd. has also acted as agent
for certain  investors in the Company who purchased in the aggregate  30,788,383
shares of Common Stock at $0.24087643454  per share,  19,000,000 of which shares
will be issued from the Company's  currently  authorized  shares and the balance
will be issued  subject to approval of the proposed  amendment to the  Company's
Articles of Incorporation  increasing the number of authorized shares of capital
stock.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         On November 13, 1998, the Company announced it had received funding and
services from a corporation  controlled by its Chairman,  Michael S. Luther, and
another shareholder,  Daniel Koch. In conjunction with the funding, services and
joint venture  agreement,  Mr. Koch was issued  13,366,188  shares of restricted
common stock in Aden Enterprises, Inc. For purposes of the stock issuance to Mr.
Koch,  the  services  rendered  were  estimated  at a value of  $199,958.  Funds
advanced by him were  approximately  $350,000.  The joint venture agreement with
Emerald  Technologies  Corporation,  dba  NETWorks  Direct  ("Emerald")  was for
Internet-based advertising programs to recruit independent travel agents.
Emerald is not currently conducting any operations.

     Mr. Luther is a Director of Synergy Media,  Inc. During the previous fiscal
year, Liberty Court Travel,  Inc. and certain affiliates of the Company advanced
funds to Synergy  Media.  Furthermore,  Liberty  Court Travel,  Inc.  utilized a
subsidiary of Synergy,  GPS for the processing of credit card  transactions  for
travel customers.

         In a series of  transactions  in the second half of calendar year 1999,
the Company redeemed (without any cash consideration  therefor)38,438,276 shares
of its Common Stock from Mr.  Luther and  13,366,188  shares of its Common Stock
from Mr. Koch.  These shares were then issued to meet the Company's  commitments
to certain  third  parties in  exchange  for cash  consideration  therefor.  The
Company is committed  to reissue such shares to Messrs.  Luther and Koch subject
to approval by its shareholders of an amendment of its articles of incorporation
increasing the number of authorized  shares of capital  stock.  The parties have
characterized the foregoing series of transactions as a loan of securities.

     In October  1999 Mr. Koch loaned the  Company the sum of  $1,200,000.  This
loan  is not  evidenced  by a  loan  agreement,  promissory  note  or any  other
instrument. There are no agreed terms as to when this loan is due or whether any
interest  accrues thereon.  There is an oral agreement  between Mr. Koch and Mr.
Luther, however, under which Mr. Koch will assign the Company's obligations to

<PAGE>



Mr. Luther if and when Mr. Luther has sufficient  personal funds to pay Mr. Koch
the amount due. There can be no assurances  that this proposed  assignment  will
occur.

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

         (a) Financial Statements and Schedules

         The  financial  statements  as set forth under Item 8 of this report on
Form 10-K are incorporated herein by reference.

         Financial  statement  schedules have been omitted since they are either
not required, not applicable, or the information is otherwise included.

         (b) Reports on Form 8-K

         The following reports on Form 8-K were filed during the last quarter of
the Company's fiscal year ending April 30, 1999:

              On February 1, 1999, a report under Form 8-K was filed  respecting
the agreement  between Liberty Court Travel,  Inc. and  MercExchange LLC for the
license to use its patent in the travel services industry.

              On February 26, 1999, a report under Form 8-K was filed respecting
the rescission of the agreement between the Company and SellectSoft L.L.C. as of
September 4, 1998.

         (c) Exhibit Listing

EXHIBIT
NUMBER   DESCRIPTION

3.1 Articles of Incorporation (1)

3.2 Bylaws (1)

10.1 Exchange Agreement between MercExchange LLC and the Company

10.2 Transfer  Agreement  between  MercExchange LLC and MercTravel,  Inc.

10.3 Option Agreement between MercExchange LLC and the Company

10.4 Capital  Contribution and Sale Agreement  between  MercExchange LLC and the
     Company

21.1 Subsidiaries of Company

27.1 Financial Data Schedule


(1)  Incorporated  by reference to  Registration  Statement under Form S-18 (No.
     33-7494-LA).

<PAGE>



                                  SIGNATURES

         PURSUANT TO THE  REQUIREMENTS  OF SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED,  THEREUNTO DULY AUTHORIZED, IN THE CITY OF OMAHA,
STATE OF NEBRASKA, ON JANUARY 24, 2000.
                                                     ADEN ENTERPRISES, INC.


                                    By:  /s/ Michael S. Luther
                                             Michael S. Luther
                                             Chief Executive Officer


  PURSUANT TO THE  REQUIREMENTS  OF THE  SECURITIES  EXCHANGE ACT OF 1934,  THIS
REPORT  HAS  BEEN  SIGNED  BELOW  BY THE  FOLLOWING  PERSONS  ON  BEHALF  OF THE
REGISTRANT AND IN THE CAPACITIES INDICATED ON JANUARY 24, 2000.

         SIGNATURE                                TITLE

/s/ Michael S. Luther                   Chairman of the Board of Directors and
--------------------------------------  Chief Executive Officer
   Michael S. Luther

/s/ Judith E. Sundberg                  Director; Secretary
--------------------------------------
  Judith E. Sundberg

/s/ Donald. E. Rokusek                  Director
--------------------------------------
  Donald. E. Rokusek

























<PAGE>



                                 EXHIBIT INDEX


EXHIBIT
NUMBER   DESCRIPTION

 3.1     Articles of Incorporation (1)

 3.2     Bylaws (1)

10.1     Exchange  Agreement between  MercExchange LLC and the Company

10.2     Transfer Agreement  between  MercExchange LLC and MercTravel,  Inc.

10.3     Option Agreement between  MercExchange  LLC and the Company

10.4     Capital  Contribution  and Sale Agreement between MercExchange LLC and
         the Company

21.1     Subsidiaries of Company

27.1     Financial Data Schedule


(1)      Incorporated by reference to the Company's Registration Statement under
         Form S-18 (No. 33-7494-LA).