SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 13-D
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): Sept. 9, 1998
ADEN ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
California 00-18140 87-0447215
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File No.) Identification No.)
13314 I Street, Omaha, Nebraska 68137
(Address of principal executive offices) (Zip Code)
(402) 334-5556)
(Registrant?s telephone number, including area code)
Item 5. Other Information
UNITED STAES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.2)*
ADEN ENTERPRISES, INC.
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(Name of Issuer)
COMMON STOCK $0.01 PAR VALUE
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(Title of Class of Securities)
006852 20 6
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- -----------------
(CUSIP Number)
MICHAEL S. LUTHER
1611 S. 91ST AVENUE
OMAHA, NE 68124
402-398-9703
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- -----------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and
Communications)
AUGUST 31, 1998
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement of
Schedule 13G to report
the acquisition which is the subject of the Schedule 13D,
and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with this
statement [ ]. (A fee
is not required only if the reporting person: (1) has a
previous statement on
file reporting beneficial ownership of more than five
percent of the class of
securities described in Item 1; and (2) has filed no
amendment subsequent
thereto reporting beneficial ownership of five percent or
less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be
sent.
*The remainder of this cover page shall be filed out for a
reporting person's
initial filing on this form with respect to the subject class
of securities, and
for any subsequent amendment containing information which
would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that
section of the Act
but shall be subject to all other provisions of the Act
(however, see the
Notes).
(Continued on following page(s))
<PAGE>
CUSIP No. 006852 20 6 13D
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MICHAEL S. LUTHER
###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
- ---------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEBRASKA, USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES 52,852,669
BENEFICIALLY
OWNED BY ---------------------------------------------
EACH 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON ---------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 52,852,669
- ---------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -----------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
52,852,669
- ---------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
- ----------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.528%
- ----------------------------------------------------------
14 TYPE OF REPORTING PERSON*
INDIVIDUAL
- ----------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ----------------------------------------------------------
Item 1.
The title of the class of equity securities subject to
this Schedule 13D is the Common Stock of Aden Enterprises,
Inc., a California corporation (the "Issuer"), with principal
executive offices at 13314 I Street, Omaha, NE 68137.
- ---------------------------------------------------------------
Item 2. Identity and Background
The following table sets forth the identity and
background information for each filing this statement. The
following person is a citizen of the United States and he has
not, during the past five years, (i) been convicted in a
criminal proceeding (excluding traffic violations or similar
middemeansors) or (ii) been a party to a civil proceeding of a
judicial or administrative body of competent juridiction and as
a result of such proceeding was or is subject to a judgement,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation of such laws.
Name Residence Address Business Address
Principal Occupation
Michael S. Luther 1611 So. 81st Avenue 13314 I Street
Employment
Omaha, NE 68124 Omaha, NE 68137
investor
Item 3. Source and Amount of funds or Other Consideration
The person filing this statement (the "Purchaser") on
September 9, 1998, purchased on the open market, two
Thousand shares (2,000) of Aden Enterprise, Inc.
Stock.
Item 4 Purpose of the Transaction
The purpose of the private stock acquisition was to
obtain additional stock in Aden Enterprises, Inc., as
An investment.
Item 5 Interest in Securities of the Issuer.
The information supplied in the Information Statement is
hereby incorporated by this reference. Except as described in
Item 3 herein, none of the persons identified at Item 2 has
effected any transactions with respect to the class of
securities described at Item 1 during the past sixty days or
since the most recent filing on Schedule 13D, whichever is
less.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Except as described at Items 3 and 4 herein, there are no
contracts, arrangements, understandings or relationships (legal
or otherwi8se) among the persons named in Item 2 hereof or
between such persons and any other person with respect to any
securities of the Issuer.
Item 7 Material to be Filed as Exhibits.
None
SIGNATURE
After reasonable inquiry and and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
/s/Michael S. Luther
msl13d998
6
