SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K



                                 CURRENT REPORT



                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934




Date of Report (Date of earliest event reported): February 18, 2000

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





         California                     00-18140                 87-0447215
         ----------                     --------                 ----------
       (State or other              (Commission File         (I.R.S. Employer
       jurisdiction of                  Number)           Identification Number)
      incorporation or
        organization)

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






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






Item 5.           Other Events

     The  special  meeting of the  shareholders  of the  Registrant  was held on
February  18,  2000,  at  the  Registrant's   principal  offices  (the  "Special
Meeting").  The sole matter  submitted  to the  shareholders  for a vote was the
proposed  amendment to Article IV of the Registrant's  Articles of Incorporation
to increase the number of authorized  shares from  100,000,000  to  750,000,000.
Shareholders  of record as of December 31, 1999, were eligible to notice of, and
to vote at, the Special Meeting.  As of December 31, 1999, there were 81,000,000
shares of the  Registrant's  capital  stock  outstanding,  all of a single class
designated as common stock. Under Sections 902 and 903 of the California General
Corporation Law, the proposed amendment  required the affirmative  approval of a
majority of the shares  outstanding.  The following table sets forth the results
of the voting on this matter.




                                                                                   Number of            Number of
                                                                                     Votes             Abstentions
                                                              Number of            Against or           and Broker
                        Matter                                Votes For             Withheld            Non-Votes
                        ------                                ---------             --------            ---------
                                                                                             

Amendment to Article IV of Articles of                       53,555,844               200                   0
Incorporation



The proposed  amendment was adopted in accordance  with the  California  General
Corporation Law.

                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                    ADEN ENTERPRISES, INC.



                                    By:/s/ Judith E. Sundberg
                                    Judith E. Sundberg
                                    Secretary

Date: February 18, 2000

EXHIBIT INDEX


EXHIBIT
NUMBER            DESCRIPTION

99.1              Press release