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, 1996

                                       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  reports under Form 10-Q for the quarter ended
January 31, 1996, and under Form 8-K dated June 21, 1996 and 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.

     The Company incorporates by this reference the information set forth in its
reports under Form 10-Q for the quarter  ended January 31, 1996,  and under Form
8-K dated June 21, 1996.

         (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,  1996,  the Company was a party to
certain legal proceedings as set forth at Note 9 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, 1995
through April 30, 1996.

<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,  1996,  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.

           (i) Sales of Common Stock

     During the fiscal year ended  April 30,  1996,  the  Company  issued in the
aggregated  8,761,382 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.

          (ii) Issuance of Warrants

     During the fiscal  year  ended  April 30,  1996,  there  were  warrants  to
purchase up to 5,619,445  shares of the Company's  common stock, as set forth in
Note 6 to the Company's financial statements.

         (iii) Claimed Exemption

         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, 1996, 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, 1996, 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, 1996
                                     &
                               April 30, 1995















<PAGE>
/Letterhead/
                           Schvaneveldt & Company
                        Certified Public Accountant
                        275 East South Temple, #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,  1996 and 1995,  and the  related
statements  of  operations,  stockholders'  equity  and cash flows for the years
ended  April  30,  1996,  1995  and 1994 and for the  period  from May 28,  1986
(inception) to April 30, 1996. 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,
1996 and 1995,  and the  results  of its  operations  and its cash flows for the
years ending April 30, 1996, 1995 and 1994 and from May 28, 1986  (inception) to
April 30, 1996, 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 #4 to the  financial
statements,  the Company has an accumulated  deficit and a negative net worth at
April 30,  1996.  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 #4. 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, 1996 and 1995
<TABLE>
<CAPTION>

                                                       1996             1995
                                                ------------     ------------
<S>                                             <C>           <C>

  Assets

Current Assets
--------------
  Cash in Banks                                 $       -0-   $       902
                                                ------------  ------------
     Total Current Assets                               -0-           902

Other Assets
------------
  Deposits                                              -0-           500
  Receivable Officer                                  5,137           -0-
  Accounts Receivable - Related Party               237,948           -0-
                                                ------------  ------------
     Total Other Assets                             243,085           500
                                                ------------  ------------
     Total Assets                               $   243,085   $     1,402
                                                ============  ============

</TABLE>

 The accompanying notes are an integral prat of these financial statements



<PAGE>
                           Aden Enterprises, Inc.
                       (A Development Stage Company)
                         Balance Sheets -Continued-
                          April 30, 1996 and 1995
<TABLE>
<CAPTION>
                                                       1996          1995
                                                ------------  ------------
<S>                                             <C>           <C>
   Liabilities & Stockholders' Equity

Current Liabilities
-------------------
  Accounts Payable                              $   151,127   $    14,970
  Accrued Interest                                  493,932           -0-
  Payroll Taxes Payable                             317,161           -0-
  Notes Payable                                   2,660,842           -0-
  Judgements Payable                                972,443           -0-
                                                ------------  ------------
    Total Current Liabilities                     4,595,505        14,970

Long Term Liabilities
---------------------
  Subordinated Convertible Debenture                    -0-        75,000
                                                ------------  ------------
    Total Liabilities                             4,595,505        89,970

Stockholders' Equity
--------------------
  Common Stock 100,000,000 Shares
   Authorized; 9,101,982 Shares &
   340,600 Shares Issued & Outstanding;
   No Par Value Respectively                      1,529,334       126,986
  Paid In Capital Warrants                          526,590           -0-
  Income (Deficit) Accumulated
   in the Development Stage                     ( 6,408,344)  (   215,554)
                                                ------------  ------------
    Total Stockholders' Equity                  ( 4,352,420)  (    88,568)
                                                ------------  ------------
    Total Liabilities and
    Stockholders' Equity                        $   243,085   $     1,402
                                                ============  ============



</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, 1996, 1995 and 1994
            and the Period May 28, 1986 (Inception) to April 30, 1996
<TABLE>
<CAPTION>
                         Accumulated          1996          1995          1994
                        ------------- ------------- ------------- -------------
<S>                    <C>           <C>           <C>           <C>
Income                  $        -0-  $        -0-  $       -0-   $       -0-
------

Expenses
--------
  Consultant Fees            626,835       469,109        57,665         9,600
  Wages                        9,600           -0-           -0-           -0-
  Amortization                   160           -0-           -0-           -0-
  Depreciation                22,394           -0-         1,017         2,399
  Accounting & Legal         449,794       183,158        18,046         4,000
  Management Fee              15,643           -0-           -0-           -0-
  Rent                        65,908         7,200        12,900         7,200
  Travel                     145,903       100,047         2,084           -0-
  Office & Printing           26,548        12,431           225           797
  Telephone                   16,182         3,342           -0-           -0-
  Other Expenses              14,941  (      1,615)        4,829           -0-
  Automobile                   4,270           -0-           -0-           -0-
  Interest                   720,829       703,928         1,479         3,838
  Taxes                      321,538       321,538           -0-           -0-
  Loss on Investment
  in Subsidiary               22,772           -0-           -0-           -0-
  Investment Losses        3,787,140     3,787,140           -0-           -0-
  Warrant/Option
   Expense                   526,590       526,590           -0-           -0-
                        ------------- ------------- ------------- -------------
   Total Expenses          6,777,047     6,112,868        98,245        27,834
                        ------------- ------------- ------------- -------------
   (Loss) from
    Operations          (  6,777,047) (  6,112,868) (     98,245) (     27,384)

Other (Income) Loss
-------------------
  Interest              (     127,251) (     67,262)          -0-  (      6,314)
  Income from Litigation
   Settlement           (     159,260)      228,740           -0-           -0-
  Miscellaneous Income  (      82,192) (     81,556)          -0-           -0-
                         ------------- ------------- ------------- -------------
   Total Other (Income)
    Loss                (     368,703)       79,922           -0-  (      6,314)
                         ------------- ------------- ------------- -------------
   Net Income (Loss)
   Before Taxes          ($ 6,408,344) ($ 6,192,790) ($    98,245) ($    21,250)
   Provisions for Taxes           -0-           -0-           -0-           -0-
                         ------------- ------------- ------------- -------------
   Net Income (Loss)     ($ 6,408,344) ($ 6,192,790) ($    98,245) ($    21,520)
                         ============= ============= ============= =============
Income (Loss) Per Common
  Share                                ($      1.45) ($      0.29) ($      0.06)
Weighted Average Shares
  Outstanding                             4,259,188       340,600       340,600

</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, 1996
<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, 1996

<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, 1996

<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)
                               ======================================================

</TABLE>

 The accompanying notes are an integral part of these financial statemetns



<PAGE>
                           Aden Enterprises, Inc.
                       (A Development Stage Company)
                          Statements of Cash Flows
             For the Years Ended April 30, 1996, 1995 and 1994
         and the Period May 28, 1986 (Inception) to April 30, 1996

<TABLE>
<CAPTION>

                               Accumulated          1996          1995          1994
                              ------------- ------------- ------------- -------------
<S>                          <C>           <C>           <C>           <C>
Cash flows from
Operating Activities
--------------------
Net Income (Loss)             ($ 6,408,344) ($ 6,192,790) ($    98,245) ($    21,520)
Adjustments to reconcile net
 income (loss) to net cash
 provided:
   Amortization                        160           -0-           -0-           -0-
   Depreciation                     22,394           -0-         1,017         2,399
Non Cash Expenses:
  Warrant Option Fee               526,596       526,596           -0-           -0-
  Consulting Fees                  121,100       121,100           -0-           -0-
  (Increase) Decrease in
   Prepaid Expenses                    -0-           -0-           -0-           -0-
  (Increase) Decrease in
   Deposits                            -0-           500   (       500)          -0-
  Decrease (Increase) in
   Note Receivable                  71,719        71,915           -0-        66,826
  Increase (Decrease) in
   Accounts Payable                151,127       136,157         4,142   (     3,109)
  Increase (Decrease) in
   Accrued Expenses                493,932       493,932           -0-           -0-
  Increase (Decrease) in
   Payroll Taxes                   317,161       317,161           -0-           -0-
                              ------------- ------------- ------------- -------------
    Net Cash Used in
    Operating Activities      (  4,704,155) (  4,525,429) (     93,586)       44,596

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, 1996, 1995 and 1994
         and the Period May 28, 1986 (Inception) to April 30, 1996

<TABLE>
<CAPTION>

                                Accumulated          1996          1995          1994
                               ------------- ------------- ------------- -------------
<S>                           <C>           <C>           <C>           <C>
Cash Flows from
Financing Activities
--------------------
Increase (Decrease) in Note
   - Related Party                     -0-           -0-           -0-   (    44,663)
Increase in Notes Payable        3,633,285     3,558,285        75,000           -0-
Cash Received by Default
  of Public Investor                   128           -0-           -0-           -0-
Proceeds from Sale of
 Common Stock                    1,075,379       966,242           -0-           -0-
Cash Proceeds of
 Contributed Capital                19,353           -0-        19,353           -0-
                              ------------- ------------- ------------- -------------
    Net Cash Used by
    Financing Activities         4,728,145     4,524,527        94,353  (     44,663)
                              ------------- ------------- ------------- -------------
    Net Increase (Decrease)
    in Cash                            -0-  (        902)          767  (         67)

    Cash at Beginning
    of Period                          -0-           902           135           202
                              ------------- ------------- ------------- -------------
    Cash at End of Period     $        -0-  $        -0-  $       902   $        135
                               ============= ============= =============  =============
Other Disclosures
-----------------
  Interest Paid               $    720,829  $    703,928  $     1,479   $     3,838
  Taxes                                -0-           -0-          -0-           -0-

Significant Non Cash
Expenditures
---------------------
1,082,143 Shares Issued to
 Acquire Note Receivable           315,000       315,000          -0-           -0-
1,670,845 Shares Issued for
 Consulting Fees                   121,100       121,100          -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 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 - Long Term Debt
------------------------

Long term debt at April 30, 1995, consists of the following:

         Subordinated Convertible Debenture;
         Due December 31, 1996; Unsecured;
         Interest at 10% Per Annum.                            $  75,000

Subordination

Payment of the principal and interest on this debenture is expressly
subordinated to the payment of all indebtedness (and all extensions and
renewals thereof), both principal and interest, of obligor incurred or
created before, on or after the issue date hereof, to any bank,
institutional lender, savings and loan association, finance company or
other financial institution unless such indebtedness is, by its terms,
expressly made junior to or on a parity with, in right of payment, this
debenture.

Conversion

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

NOTE #4 - Going Concern
-----------------------

As disclosed in the Independent Auditors Report letter there is
considerable doubt concerning  the Company's ability to continue as a going
concern.  The Company currently seeks to raise capital for additional
business opportunity through the issuance of additional common stock.




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

NOTE #5 - Notes Payable
-----------------------

<TABLE>
<CAPTION>

Short Term:

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

                                                                                1996
                                                                         ------------
<S>                                                       <C>           <C>
Commercial Bank, Due Date August 21, 1995,
 Interest Rate 10.5%                                                    $    167,582
Individual #1, Due Date August 12, 1996,
 Interest Rate 15.0%                                          100,000
 Due Date February 13, 1996, Interest Rate 15%                200,000       300,000
Individual #2, Due Date October 13, 1996,                 ------------
 Interest Rate 15%                                                          200,000
Individual #3, Due Date January 5, 1996,
 Interest Rate 15%                                             50,000
 Due Date January 6, 1996, Interest Rate 15%                   50,000
 Due Date December 15, 1996, Interest Rate 15%                 45,000       145,000
Individual #4, Due Date April 15, 1997,                   ------------
 Interest Rate 22.%                                                         245,000
Individual #5, Due Date December 22, 1995,
 Interest Rate 15%                                                           10,000
Individual #6, Judgement Granted                                             50,000
Individual #7, Due on Demand, Interest Rate 12.5%                            90,467
Individual #8, Due on Demand, Interest Rate 12.5%                            82,200
Individual #9, Due on Demand, Interest Rate 12.5%                             7,100
Individual #10, Due on Demand, Interest Rate 15%                             10,000
Individual #11, Due Date May 29, 1996,
 Interest Rate 10%                                            150,000
 Due Date March 9, 1996, Interest Rate 15%                    137,500       287,500
Individual #12, Due on Demand, Interest Rate 10%          ------------      350,000
Individual #13, Due on Demand, Interest Rate 12%                            100,000
Individual #14, Due on Demand, Interest Rate 10%                             75,000
Individual #15, Due on Demand, Interest Rate 12%                            120,000
Individual #16, Due on Demand, Interest Rate 10%                            420,993
                                                                        ------------
     Total Notes Payable                                                $ 2,660,842
                                                                        ============
</TABLE>


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

NOTE #6 - Warrants and Options Outstanding
------------------------------------------

The Company has issued warrants to various individuals and firms as per the
following schedules.

<TABLE>
<CAPTION>
                         Number of    Exercise       Date of       Date of
                          Warrants       Price         Issue    Expiration
                       ------------ ----------- ------------- -------------
                       <C>          <C>         <C>           <C>
                           100,000  $     0.01      01/12/95      10/31/98
                            60,000        0.01      06/21/95      06/30/98
                           150,000        0.01      08/01/95      08/30/98
                            75,000        0.01      09/01/95      08/30/98
                         2,100,000        0.01      09/20/95      08/30/98
                         1,100,000        0.01      09/21/95      06/30/98
                           200,000        0.01      11/07/95      10/31/98
                           100,000        0.01      11/08/95      10/31/98
                           200,000        0.01      11/13/95      10/31/98
                            75,000        0.01      11/15/95      10/31/98
                            50,000        0.01      11/16/95      11/30/98
                            50,000        0.01      12/06/95      11/30/98
                            50,000        0.01      12/06/95      11/30/98
                           250,000        0.01      01/30/96      11/30/98
                           211,111        0.01      03/12/96      11/30/98
                           116,667        0.01      03/21/96      11/30/98
                           731,667        0.01      03/21/96      11/30/98
                       ------------ ----------- ------------- -------------
                         5,619,445
                       ============

The warrants outstanding when audited to the weighted average shares
outstanding would be 14,721,427 shares issued or committed to be issued.
To present loss per share based upon the shares issued and warrants issued
would be antidilutive.  Therefore, no presentation is made other than the
basic loss per share based upon the actual shares issued.

NOTE #7 - Related Party Transactions
------------------------------------
The Company paid to its former President $7,200 as consulting fees during
the years ended April 30, 1995.




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

NOTE #8 - Federal Income Taxes
------------------------------

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

</TABLE>
<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    6,112,868      2011
</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>
                                                       1996        1995         1994
                                                 ----------- -----------  -----------
<S>                                             <C>          <C>         <C>
Current Tax Asset Value of Net Operating Loss
Carryforwards at Current Prevailing Federal
     Tax Rate                                   $ 2,178,837  $   67,316  $    29,000
     Evaluation Allowance                       ( 2,178,837) (   67,316) (    29,000)
                                                 ----------- -----------  -----------
          Net Income Tax Benefit                        -0-         -0-          -0-
          Current Income Tax Expense                    -0-         -0-          -0-
          Deferred Income Tax Benefit                   -0-         -0-          -0-
</TABLE>

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


NOTE #9- Litigation
-------------------

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

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

<TABLE>
<CAPTION>
                                                                               1996
                                                                       -------------
<S>                                                                   <C>
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                  110,930
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
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
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
                                                                        -------------
    Total                                                               $   972,443
                                                                        =============
</TABLE>

NOTE #10 - 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 $250,000.00 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 $100,000.00, but failed to contribute
the additional $150,000.00 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.  As a result of the foregoing,
the transaction has not been consummated.

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
$167,582 for this note on its books at April 30, 1996.
<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.

     During  the  fiscal  year  ended  April 30,  1996,  the Board of  Directors
included,  in addition to Mr. Luther,  Dennis Blackman and Brian A. Barger.  Mr.
Blackman resigned from the Board of Directors in or about July, 1996. Mr. Barger
resigned from the Board of Directors on October 30, 1996.

ITEM 11. EXECUTIVE COMPENSATION.

     During the three years ended April 30, 1996, no current  executive  officer
of the Company  received  any  compensation.  However,  the Company  paid to its
former  President  $7,200 as  consulting  fees  during the years ended April 30,
1995.

     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

     The Company paid to its former  President  $7,200 as consulting fees during
the three years ended April 30, 1995.

                                     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, 1996:

         None.

         (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).