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, 1998

                                       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 July 20, 2000,  was $7,375,678  based on
the  closing  price  of  $0.34  per  share  as of such  date.  As of such  date,
317,921,396 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. 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.  As of the end of the fiscal year to which this report pertains, the
Company has not consummated any such acquisitions or business combinations. As a
consequence, the Company has not engaged in any material business operations.

         (b)      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.

         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 expects 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.

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

     During the fiscal  year ended  April 30,  1998,  the Company was a party to
certain legal proceedings as set forth at Note 10 to the Financial Statements.

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

         No matters  were  submitted to a  shareholder  vote from April 30, 1997
through April 30, 1998.

<PAGE>


                                     PART II

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

         (a)      Market Information.

     The Company's original articles of incorporation authorized the issuance of
100,000,000  shares of Common  Stock.  On February  25,  2000,  the  articles of
incorporation  were amended to authorize the issuance of  750,000,000  shares of
common stock.

     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.  During
the fiscal year ended April 30,  1997,  there was no  signficant  trading of the
Company's Common Stock.

         (b)      Holders.

     As of July 20, 2000, the Company's  Common Stock was held by  approximately
302 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.

     During the fiscal year ended  April 30,  199,  the  Company  issued in the
aggregated  15,000,000 shares of its Common Stock which were not registered
under the Securities Act of 1933, as amended (the  "Securities  Act"), as set
forth in the Statement of  Stockholders'  Equity.  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.

<PAGE>



ITEM 6.  SELECTED FINANCIAL DATA

     During the five years ended April 30, 1998, the Company did not conduct any
material  operations.  The  Company  does  not  believe,   therefore,  that  any
meaningful financial information can be provided in response to this item.

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

     During the five years ended April 30, 1998, the Company did not conduct any
material  operations.  The  Company  does  not  believe,   therefore,  that  any
meaningful financial information can be provided in response to this item.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Not applicable.

<PAGE>



ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA















                           Aden Enterprises, Inc.
                       (A Development Stage Company)

                            Financial Statements

                               April 30, 1998
                                     &
                               April 30, 1997


<PAGE>
/Letterhead/
                           Schvaneveldt & Company
                        Certified Public Accountant
                     275 East South Temple, Suite #300
                         Salt Lake City, Utah 84111
                               (801) 521-2392

Darrell T. Schvaneveldt, C.P.A.



                        INDEPENDENT AUDITORS REPORT
                        ----------------------------

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

I have audited the accompanying balance sheets of Aden Enterprises, Inc.,
(A Development Stage Company) as of April 30, 1998 and 1997, and the
related statements of operations, stockholders' equity and cash flows for
the years ended April 30, 1998, 1997 and 1996 and for the period from May
28, 1986 (inception) to April 30, 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 audit 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 misstatement.  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 significant estimates made by management, as well as evaluating
the overall financial statement presentation.  I believe that my audits
provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly,
in all material respects, financial position of Aden Enterprises, Inc., as
of April 30, 1998 and 1997, and the results of its operations and its cash
flows for the years ending April 30, 1998, 1997 and 1996 and from May 28,
1986 (inception) to April 30, 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 #3 to the
financial statements, the Company has an accumulated deficit and a negative
net worth at April 30, 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 #3.  The financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.



/S/ Schvaneveldt & Company
Salt Lake City, Utah
October 13, 1999



<PAGE>
                           Aden Enterprises, Inc.
                       (A Development Stage Company)
                               Balance Sheets
                          April 30, 1998 and 1997
<TABLE>
<CAPTION>
                                                       1998         1997
                                                ------------ ------------
<S>                                             <C>         <C>
      Assets

Current Assets
--------------
  Cash in Banks                                 $       -0-   $       280
                                                ------------  ------------
      Total Assets                              $       -0-   $       280
                                                ============  ============


</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, 1998 and 1997

<TABLE>
<CAPTION>
                                                       1998          1997
                                                ------------  ------------
<S>                                            <C>           <C>

      Liabilities & Stockholders' Equity

Current Liabilities
-------------------
  Accounts Payable                              $   365,822   $   351,275
  Accrued Interest                                1,842,730     1,299,461
  Payroll Taxes Payable                             495,621       457,944
  Notes Payable                                   3,353,574     2,712,195
  Judgement Payable                               1,906,938       981,444
  Stock Subscriptions                                35,000        35,000
  Forbearance Payable                               773,862       328,742
                                                ------------  ------------
     Total Current Liabilities                    8,773,547     6,166,061

Stockholders' Equity
--------------------
  Common Stock 100,000,000 Shares
   Authorized: 32,789,069 Shares &
   17,789,069 Shares Issued & Outstanding
   No Par Value Respectively                      2,383,564     1,903,567
  Paid In Capital Warrants                          534,929       534,929
  Income (Deficit) Accumulated
   in the Development Stage                     (11,692,040)  ( 8,604,277)
                                                ------------  ------------
     Total Stockholders' Equity                 ( 8,773,547)  ( 6,165,781)
                                                ------------  ------------
     Total Liabilities and
     Stockholders' Equity                       $       -0-   $       280
                                                ============  ============

</TABLE>

 The accompanying notes are an integral part of these financial statements



<PAGE>
                           Aden Enterprises, Inc.
                       (A Development Stage Company)
                          Statements of Operations
             For the Years Ended April 30, 1998, 1997 and 1996
         and the Period May 28, 1986 (Inception) to April 30, 1998
<TABLE>
<CAPTION>
                         Accumulated        1998         1997        1996
                          ----------- ----------- ------------ -----------
<S>                      <C>         <C>         <C>          <C>
Income                    $      -0-  $      -0-   $      -0-   $     -0-
------

Expenses
--------
  Consultant Fees          1,577,923     855,000       96,088     469,109
  Wages                        9,600         -0-          -0-         -0-
  Amortization                   160         -0-          -0-         -0-
  Depreciation                22,394         -0-          -0-         -0-
  Accounting & Legal         510,401       6,318       54,289     183,158
  Management Fee              15,643         -0-          -0-         -0-
  Rent                        85,968         -0-      20,060        7,200
  Travel                     184,923         -0-       39,020     100,047
  Office & Printing           40,956       1,280       13,128      12,431
  Telephone                   34,092       1,495       16,415       3,342
  Other Expenses              16,321         -0-        1,386 (     1,621)
  Automobile                   4,270         -0-          -0-         -0-
  Interest                 2,121,768     543,269      857,670     703,928
  Taxes                      503,198      40,877      140,783     321,538
  Loss on Investment in
   Subsidiary                 22,772         -0-          -0-         -0-
  Investment Losses        5,406,085   1,194,404      424,544   3,787,140
  Forbearance Expense        890,348     445,120      445,225         -0-
  Warrant/Option Expense     534,935         -0-        8,339     526,596
                          ----------- ----------- ------------ -----------
    Total Expenses        11,981,757   3,087,763    2,116,947   6,112,868
                          ----------- ----------- ------------ -----------
 (Loss) from Operations  (11,981,757) (3,087,763) ( 2,116,947) (6,112,868)

Other (Income) Loss
-------------------
Interest                 (   152,251)        -0-  (    25,000) (   67,262)
Income from Litigation
 Settlement              (    54,974)        -0-      104,286     228,740
Miscellaneous Income     (    82,492)        -0-  (       300) (   81,556)
                         ------------ ----------- ------------ -----------
    Total Other (Income)
    Loss                 (   289,717)        -0-       78,986      79,922

    Net Income (Loss)
    Before Taxes        ($11,692,040)($3,087,763) ($2,195,933)($6,192,790)
    Provisions for Taxes         -0-         -0-          -0-         -0-
                        ------------ ------------ ----------- ------------
    Net Income (Loss)   ($11,692,040)($3,087,763) ($2,195,933)($6,192,790)
                        ============ ============ =========== ============
Income (Loss) Per
 Common Share                        ($     0.12) ($     0.16)($     1.45)
Weighted Average Shares
  Outstanding                         25,289,069   13,445,525   4,259,188

</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, 1998
<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, 1998

<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

Net Loss for Year Ended
April 30, 1995                                                 (    98,245)
                         --------------------------------------------------
Balance, April 30, 1995      340,600     126,986        -0-    (   215,554)

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, 1998

<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                                     526,590

Net Loss for Year Ended
April 30, 1996                                                (  6,192,790)
                         --------------------------------------------------
Balance,  April 30, 1996   9,101,982   1,529,334    526,590   (  6,408,344)

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, 1998

<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                                          (  2,195,933)
                         --------------------------------------------------
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 the Year
Ended April 30, 1998                                          (  3,087,763)
                         --------------------------------------------------
Balance, April 30, 1998   32,789,069 $ 2,383,567  $ 534,929   ($11,692,040)
                         ==================================================

</TABLE>

 The accompanying notes are an integral part of these financial statements


<PAGE>
                           Aden Enterprises, Inc.
                       (A Development Stage Company)
                          Statements of Cash Flows
             For the Years Ended April 30, 1998, 1997 and 1996
<TABLE>
<CAPTION>
         and the Period May 28, 1986 (Inception) to April 30, 1998

                         Accumulated        1998          1997          1996
                        ------------ ------------ ------------- -------------
<S>                     <C>          <C>          <C>          <C>

Cash flows from
Operating Activities
------------------------
Net Income (Loss)       ($11,692,040) ($3,087,763) ($2,195,933) ($6,192,790)
Adjustments to reconcile
net income (loss) to net
cash provided:
  Amortization                   160          -0-          -0-          -0-
  Depreciation                22,394          -0-          -0-          -0-
  Loss on Investment         315,000          -0-          -0-          -0-
Non Cash Expenses:
  Warrant Option Fee         534,935          -0-        8,339      526,596
  Consulting Fees            602,267      480,000        1,167      121,100
  Forbearance Expense        232,403          -0-      232,403          -0-
  (Increase) Decrease in
   Prepaid Expenses              -0-          -0-          -0-          -0-
  (Increase) Decrease in
   Deposits                      -0-          -0-          -0-          500
  Decrease (Increase) in
   Note Receivable               -0-          -0-      237,948       71,915
  Increase (Decrease) in
   Accounts Payable          365,821       14,543      200,151      136,157
  Increase (Decrease) in
   Accrued Expense         1,842,730      543,269      805,529      493,932
  Increase (Decrease) in
   Payroll Taxes             495,621       37,677      140,783      317,161
  Decrease (Increase) in
   Receivable Officer            -0-          -0-        5,137          -0-
  Increase (Decrease) in
   Forbearance Payable       657,979      445,120      212,899          -0-
                         ------------ ------------ ------------ ------------
    Net Cash Used in
    Operating Activities ( 6,622,730) ( 1,567,154) (   351,657) ( 4,525,429)

Cash Flows from
Investing Activities
-----------------------
  Purchase of Furniture  (     6,795)         -0-          -0-          -0-
  Purchase of Automobile (    17,035)         -0-          -0-          -0-
  Organization Costs     (       160)         -0-          -0-          -0-
                         ------------ ------------ ------------ ------------
    Net Cash Used in
    Investing Activities (    23,990)         -0-          -0-          -0-



</TABLE>

 The accompanying notes are an integral part of these financial statements





<PAGE>
                           Aden Enterprises, Inc.
                       (A Development Stage Company)
                    Statements of Cash Flows -Continued-
             For the Years Ended April 30, 1998, 1997 and 1996
         and the Period May 28, 1986 (Inception) to April 30, 1998

<TABLE>
<CAPTION>
                         Accumulated         1998          1997         1996
                         ------------ ------------ ------------- ------------
<S>                     <C>          <C>          <C>           <C>
Cash Flows from
Financing Activities
------------------------
Increase (Decrease) in
  Note - Related Party           -0-    1,566,874           -0-          -0-
Increase in Notes Payable  5,260,512          -0-        60,354    3,558,285
Cash Received by Default
  of Public Investor             128          -0-           -0-          -0-
Proceeds from Sale of
  Common Stock             1,331,727          -0-       256,583      966,242
Cash Proceeds of
  Contributed Capital         19,353          -0-           -0-          -0-
Increase in Stock
  Subscription Payable        35,000          -0-        35,000          -0-
                        ------------- ------------ ------------- ------------
   Net Cash Used by
   Financing Activities    6,646,722    1,566,874       351,937    4,524,527
                        ------------- ------------ ------------- ------------
   Net Increase
   (Decrease) in Cash            -0-  (       280)          280  (       902)

   Cash at Beginning
   of Period                     -0-          280           -0-          902
                        ------------- ------------ ------------- ------------
   Cash at End of
   Period               $        -0-  $       -0-  $        280  $       -0-
                        ============= ============ ============= ============

Other Disclosures
-----------------
  Interest Paid         $    720,829  $   543,269  $    857,670  $   703,928
  Taxes                          -0-          -0-           -0-          -0-

Significant Non Cash
 Expenditures
--------------------
1,082,143 Shares
  Issued to Acquire
  Note Receivable            315,000         -0-           -0-       315,000
1,670,845 Shares Issued
 for Consulting Fees         121,100         -0-           -0-       121,100
116,667 Shares Issued for
 Consulting Fees               1,167         -0-         1,167           -0-
2,912,087 Shares Issued
 for Forbearance Fees        116,483         -0-       116,483           -0-
15,000,000 Shares Issued
 for Services                480,000     480,000           -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.  Basic 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 Shares 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.
I.  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.



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

NOTE #3 - 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.

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


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

NOTE #4 - Notes Payable
-----------------------

<TABLE>
<CAPTION>
Short Term:

The Company has notes payable to a commercial bank and individual lenders
as follows:

                                                 1998                 1997
                                           -----------          -----------
<S>                            <C>        <C>         <C>      <C>
Commercial Bank, Due Date
 August 21, 1995, Interest Rate
 10.5%                                     $  165,732            $ 165,732
Individual #1,
 Due Date August 12, 1996,
  Interest Rate 15.0%              100,000            100,000
 Due Date February 13, 1996,
  Interest Rate 15%                200,000   300,000  200,000      300,000
Individual #2,                     --------           --------
 Due Date October 13, 1996,
 Interest Rate 15%                           395,101               200,000
Individual #3,
 Due Date January 5, 1996,
  Interest Rate 15%                 50,000             50,000
 Due Date January 6, 1996,
  Interest Rate 15%                 50,000             50,000
 Due Date December 15, 1996,
  Interest Rate 15%                 45,000   145,000   45,000      145,000
Individual #4, Due Date April      --------          ---------
 15, 1997, Interest Rate 22.%                345,000               245,000
Individual #5, Due Date December
 22, 1995, Interest Rate 15%                  37,500                37,500
Individual #6,                               109,278                50,000
Individual #7, Due on Demand,
 Interest Rate 12.5%                          81,330                81,330
Individual #8, Due on Demand,
 Interest Rate 12.5%                          82,200                82,200
Individual #9, Due on Demand,
 Interest Rate 12.5%                           7,100                 7,100
Individual #10, Due on Demand,
 Interest Rate 15%                             5,000                 5,000
Individual #11, Due Date May 29,
 1996, Interest Rate 10%                      22,500                22,500
 Due Date March 9, 1996,
 Interest Rate 15%                 137,500   160,000  137,500      160,000
Individual #12, Due on Demand,    ---------           --------
 Interest Rate 10%                           350,000               350,000
Individual #13, Due on Demand,
 Interest Rate 12%                           100,000               100,000
Individual #14, Due on Demand,
 Interest Rate 10%                            72,054                72,054
Individual #15, Due on Demand,
 Interest Rate 12%                           257,000               120,000
Individual #16, Due on Demand,
 Interest Rate 10%                           420,993               420,993
</TABLE>


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

NOTE #4 - Notes Payable -Continued-
-----------------------------------

<TABLE>
<CAPTION>
                                                1998                  1997
                                          -----------           -----------
<S>                               <C>    <C>         <C>       <C>
Individual #17, Due on Demand,
 Interest Rate 11%                            10,000                10,000
Individual #18, Due on Demand,
 Interest Rate 12.5%                          20,000                20,000
Individual #19, Due on Demand,
 Interest Rate 11%                             5,000                 5,000
Individual #20, Due on Demand,
 Interest Rate 11%                             8,000                 8,000
Individual #21, Due on Demand,
 Interest Rate 11%                             5,000                 5,000
Individual #22, Due on Demand,
 Interest Rate 11%                             8,000                 8,000
Individual #23, Due on Demand,
 Interest Rate 11%                             5,000                 5,000
Individual #24, Due on Demand,
 Interest Rate 12%                           104,286               104,286
Individual #25, Due on Demand,
 Interest Rate 12%                             5,000                 5,000
Individual #26, Due on Demand,
 Interest Rate 12%                           150,000                   -0-
                                          -----------           -----------
     Total Notes Payable                  $3,353,574            $2,712,195
                                          ===========           ===========

</TABLE>

NOTE #5 - 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.  Penalties and interest of $184,601 have been accrued on
these taxes.

NOTE #6 - 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 #7 - Interest Payable
--------------------------

The Company has not paid the accrued interest on the notes payable
presented in Note #4.  Interest at the debt rate and penalty interest has
been accrued and represents $1,842,730 at April 30, 1998 and $1,299,461 at
April 30, 1997.  These amounts have been personally guaranteed by the
Company's President.


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

NOTE #8 - Forbearance Fees Payable
----------------------------------

The notes payable as disclosed in Note #4, 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 $773,862 and $328,742 for April 30, 1998 and 1997 respectively.

NOTE #9 - Federal Income Taxes
------------------------------

The Company has net operating loss carryforwards for income tax purposes as
follows:

<TABLE>
<CAPTION>

                                                                Expiration
                                Year of Loss         Amount           Date
                          -------------------------------------------------
                          <S>                  <C>            <C>
                              April 30, 1991    $     1,062           2006
                              April 30, 1992         57,653           2007
                              April 30, 1993         36,917           2008
                              April 30, 1994         21,520           2009
                              April 30, 1995         98,520           2010
                              April 30, 1996      6,192,790           2011
                              April 30, 1997      2,195,933           2012
                              April 30, 1998      3,087,763           2013
</TABLE>

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 expenses.  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.

<TABLE>
<CAPTION>
                                                         1998         1997
                                                  ------------ ------------
     <S>                                         <C>          <C>
     Current Tax Asset Value of Net
       Operating Loss Carryforwards at
       Current Prevailing Federal Tax Rate         $3,975,293   $2,925,454
     Evaluation Allowance                          (3,975,293)  (2,925,454)
                                                  ------------ ------------
       Net Income Tax Benefit                             -0-          -0-
       Current Income Tax Expense                         -0-          -0-
       Deferred Income Tax Benefit                        -0-          -0-
</TABLE>


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

NOTE #10 - Litigation
---------------------

The Company is not currently subject to any material legal proceedings.

<TABLE>
<CAPTION>

The Company has been a defendant in legal proceedings at various times in
the past and has outstanding balances as follows;
                                                         1998         1997
                                                   -----------  -----------
<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   $      -0-
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          -0-
Judgment in the United States 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          -0-
Judgment in the United States District Court of
 Nebraska, Douglas County,  Doc. #959 No. 864,
 Russell Barger Plaintiff vs., Aden Enterprises,
 Inc., Et. Al., Petition Filed April 2, 1997          119,931      119,931
Judgment in the United States 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 United States 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                                      $ 1,906,938  $   981,444
                                                  ============ ============

</TABLE>


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

NOTE #11 - Contingencies
------------------------

The Company entered into an agreement with Data Duplicating  Corporation and its
shareholders on July 31, 1996, for the Company to acquire 80% of the outstanding
stock of Data  Duplicating  Corporation  in  exchange  for common  stock of Aden
Enterprises, Inc. In addition, the Company was to contribute a total of $250,000
as additional capital in Data Duplicating Corporation.  Also, the Company agreed
to cause certain shareholders of Data Duplicating  Corporation to be relieved of
their personal liability for sums due by DDC to Nebraska State Bank and Mid City
Bank, Omaha,  Nebraska.  The Company contributed the sum of $100,000, but failed
to contribute the additional  $150,000 committed under the referenced  agreement
and failed to remove the shareholders of DDC's guarantees of DDC's  indebtedness
to Mid City Bank and Nebraska State Bank.

Aden has guaranteed a Promissory  Note of ITS  International,  Inc., to Nebraska
State  Bank  which note has a current  balance  of  $177,079.56.  The note is in
default as of this date.  The Company has made  provision  of $165,732  for this
note on its books at April 30, 1998.




<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, 2000:
<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.

     Mrs.  Sundberg and Mr.  Rokusek were appointed to the Board of Directors in
1998 to fill the vacancies  created by the  resignations  of Mr. Dennis Blackman
and Mr. Brian Barger as officers and directors of the Company.

ITEM 11. EXECUTIVE COMPENSATION.

     During the three years ended April 30, 1998, no current  executive  officer
of the Company  received  any  compensation.

     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 July 20, 2000, there were 317,921,396  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 07/20/2000        Total
----------------               ------------        -----
<S>                            <C>              <C>


Michael S. Luther (1)             45,702,629       14.38%
1611 So. 91st Avenue
Omaha, Nebraska 68124

Daniel A. Koch (2)                56,509,357       17.77%
12905 Lafayette Ave
Omaha, Nebraska 68154

MercExchange, LLC(3)              58,000,000       18.24%
8408 Washington Avenue
Alexandria, VA 22309


</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 07/20/2000      Total
----------------                              -------------      -----
<S>                                           <C>              <C>


Michael S. Luther (1)                            45,702,629       14.38%
Chairman and Chief Executive Officer
1611 So. 91st Avenue
Omaha, Nebraska 68124

Judith E. Sundberg                                1,771,853        0.56%
Director
c/o 13314 "I" Street
Omaha, Nebraska 68137

Donald E. Rokusek                                 1,142,857        0.36%
Director
c/o 13314 "I" Street
Omaha, Nebraska 68137

Directors and Executive Officers                 48,617,339      15.30%
as a group (3 individuals)

</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.  The amendment to the articles of incorporation  was
effective  February 25, 2000.  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.

(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.  The  amendment to the articles of  incorporation  was  effective
February 25, 2000. 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.

<PAGE>

(3)  MercExchange,  LLC  is a  Virginia  limited  liability  company  owned  and
controlled by Thomas Woolston, the Company's former Chief Technology Officer.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



                                     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  Company's  fiscal
year ending April 30, 1998:

     Form 8-K dated February 16, 1998.

     Form 8-K dated  November 18, 1997.

     Form 8-K dated July 24, 1997.

         (c) Exhibit Listing

EXHIBIT
NUMBER   DESCRIPTION

3.1 Articles of Incorporation (1)

3.2 Bylaws (1)

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 JULY 21, 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 JULY 21, 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)

27.1     Financial Data Schedule


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