SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A
                                (Amendment No. 2)

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

                   For the fiscal year ended December 31, 2010

          |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                          Commission File No. 000-53853

                              Art Dimensions, Inc.
                      -----------------------------------
        (Exact Name of Small Business Issuer as specified in its charter)

        Colorado                             80-0182193
--------------------------            --------------------------
     (State or Other                     (IRS Employer File
      Jurisdiction                             Number)
    of Incorporation)

  3636 S. Jason Street
   Englewood, Colorado                          80113
--------------------------            --------------------------
  (Address of Principal                      (Zip Code)
   Executive Offices)

                                 (303) 781-7280
                     -------------------------------------
              (Registrant's telephone number, including area code)

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

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

                                  Common Stock
                                  ------------

Indicate by check mark if registrant is a well-known seasoned issuer, as defined
in Rule 405 of the Securities Act. Yes |_| No |X|.

Indicate by check mark if registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Exchange Act. Yes |_| No |X|.

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: |X| No: |_|
<PAGE>

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K is contained in this form and no disclosure will 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. |X|

Indicate by check mark whether the registrant is a large accelerated filer, a
non-accelerated filer, or a smaller reporting company. See definitions of "large
accelerated filer," "accelerated filer," and "small reporting company" in Rule
12b-2 of the Exchange Act.

Large accelerated filer |_| Accelerated filer |_| Non-accelerated filer |_| (Do
not Smaller reporting company |X| check if a smaller reporting company) Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act): Yes |_| No |X|.

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter: approximately $1,136,163.



<PAGE>



                                    FORM 10-K
                              Art Dimensions, Inc.

                                      INDEX


PART I

Item 1. Business                                                             3

Item 1A. Risk Factors                                                        6

Item 2. Property                                                            12

Item 3. Legal Proceedings                                                   12

Item 4. Submission of Matters to a Vote of Security Holders                 12

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder          12
Matters and Issuer Purchases of Equity Securities

Item 6. Selected Financial Data                                             14

Item 7. Management's Discussion and Analysis of Financial Condition and     14
Results of Operations

Item 7A. Quantitative and Qualitative Disclosures About Market Risk         19

Item 8. Financial Statements and Supplementary Data                         19

Item 9. Changes in and Disagreements with Accountants on Accounting and     32
Financial Disclosures

Item 9A(T). Controls and Procedures                                         32

Item 9B. Other Information                                                  33

PART III

Item 10. Directors, Executive Officers and Corporate Governance             33

Item 11. Executive Compensation                                             35

Item 12. Security Ownership of Certain Beneficial Owners and Management     35
and Related Stockholder Matters

Item 13. Certain Relationships and Related Transactions, and Director       35
Independence

Item 14. Principal Accountant Fees and Services                             36

Item 15. Exhibits Financial Statement Schedules                             36

Financial Statements pages                                               21 - 31

Signatures                                                                  38


<PAGE>



References in this document to "us," "we," or "Company" refer to Art Dimensions,
Inc.

Forward-Looking Statements

The following discussion contains  forward-looking  statements regarding us, our
business,  prospects and results of operations that are subject to certain risks
and  uncertainties  posed by many factors and events that could cause our actual
business,  prospects and results of operations to differ  materially  from those
that may be anticipated  by such  forward-looking  statements.  Factors that may
affect such forward-looking  statements include, without limitation: our ability
to successfully develop new products and services for new markets; the impact of
competition  on our  revenues,  changes in law or regulatory  requirements  that
adversely  affect or preclude  clients  from using us for certain  applications;
delays our  introduction  of new products or  services;  and our failure to keep
pace with our competitors.

When  used  in  this  discussion,  words  such  as  "believes",   "anticipates",
"expects",   "intends"  and  similar   expressions   are  intended  to  identify
forward-looking  statements,  but are not the  exclusive  means  of  identifying
forward-looking statements. Readers are cautioned not to place undue reliance on
these  forward-looking  statements,  which  speak  only  as of the  date of this
report. We undertake no obligation to revise any  forward-looking  statements in
order to reflect events or circumstances  that may subsequently  arise.  Readers
are urged to carefully review and consider the various disclosures made by us in
this report and other reports filed with the Securities and Exchange  Commission
that  attempt to advise  interested  parties of the risks and  factors  that may
affect our business.

                                     PART I

Item 1. DESCRIPTION OF BUSINESS.

General

     We were  incorporated  in January 29, 2008.  We began  operations as of our
date of  incorporation,  January  29,  2008.  We were  formerly  a  wholly-owned
subsidiary  of Art Design,  Inc.("ATDN").  On August 21, 2009,  the directors of
ATDN  approved,  subject  to  the  effectiveness  of  a  registration  with  the
Securities and Exchange  Commission,  a spin-off to ATDN  shareholders  on a pro
rata basis,  with one share each of ART  DIMENSIONS,  Inc. to be issued for each
ten  shares  issued  and   outstanding  of  common  stock  owned  by  such  ATDN
shareholders  as of the Record  Date.  Since  ATDN's  business is related to the
current  activities of Art Dimensions,  the ATDN directors decided it was in the
best interest of ATDN and Art Dimensions and ATDN's shareholders to spin-off Art
Dimensions  to minimize  any  potential  of conflict of interest by more clearly
focusing  each  company on their  own,  individual  business  plans.  Also,  the
management of Art Design,  Inc.  originally thought that the two companies would
operate in a more  closely-related  manner.  However,  management of Art Design,
Inc. now believes that the companies have two unique and distinct business plans
and should not be directly  tied  together in order to  maximize  the  potential
success of both.  ATDN's business is primarily the sale of products with service
and  consulting  as  ancillary  components.  On the other hand,  Art  Dimensions
business is to primarily  service and consulting with the sale of products as an
ancillary  component.  To the extent  there may be an overlap of  activities,  a
potential conflict of interest may exist. However, each company will utilize its
best  efforts to  minimize  any  impact.  Both  companies  operate as  separate,
distinct  entities.  The shares of Art  Dimensions  were spun off to the ATDN in
December,  2009.  On June 1, 2008, an  organization  named  Spyglass  Investment
Partnership  ("Spyglass ") agreed to provide  operating capital in the form of a
loan of $250,000  to cover  operating  expenses.  This loan is  evidenced  by an
unsecured  promissory  note which now due December 31, 2011.  It should be noted
that  Spyglass  is under no  obligation  to lend us funds  under the term of the
note.

     We issued have a total of 300,000  warrants to Spyglass ,  exercisable at a
price of $0.001 per share subject to adjustment, for a period of five years from
the date of issuance. These warrants were issued as an additional inducement for
Spyglass to loan us $250,000. The warrants are subject to registration rights.

     Our  principal  executive  offices  are  located at 3636 S.  Jason  Street,
Englewood,  Colorado 80110. Our telephone  number is (303) 781-7820.  We have no
website.

                                       3
<PAGE>

Business

     We provide art consulting  and marketing  services and advises or represent
individuals  who are in the  business of  creating,  producing  or selling  art.
Secondarily, and as an adjunct to our primary purpose, we also earn revenue from
the sale of art and  interior  design  products.  To date,  however,  all of our
revenue has come solely from the sale of products.  We anticipate  that the sale
of products will primarily be to our artist clients but may also incidentally be
to the general  public.  Our business plan is provide both services and products
to  our  clients.   We  provide  art   consulting,   marketing   services,   and
representation  to artists,  as well as to sell them or their  clients  interior
design products.

     We  estimate  that we must  generate  between  $10,000 and $20,000 in gross
profit in any  fiscal  year to be  profitable.  These  operating  costs  include
insurance, taxes, utilities,  maintenance, contract services and all other costs
of operations.  However, the operating costs and expected revenue generation are
difficult to predict.  We expect to generate  revenues in the next twelve months
from operations using referrals from ATDN and unrelated individuals and entities
that  associate  with or work with  individuals  in the  business  of  creating,
producing or selling art.

     Since there can be no assurances  that revenues will be sufficient to cover
operating  costs  for the  foreseeable  future,  it may be  necessary  to  raise
additional funds. Due to our limited operating history, raising additional funds
may be difficult. In June 2008, an organization named Spyglass agreed to provide
operating capital in the form of a loan of $250,000 to cover operating expenses.
The loan matured on May 31, 2010,  and we entered into a new loan.  This loan is
evidenced by an unsecured  promissory  note which now due December 31, 2011.  It
should be noted that  Spyglass is under no obligation to lend us funds under the
term of the note. If we are unable to raise funds to cover any operating deficit
after December 31, 2011, our business may fail.

     We plan  to  continue  to  increase  our  revenues  with  the  addition  of
additional  clients and projects.  We have no definitive  agreements in place at
this time for the generation of revenues, however.

     The consulting and marketing  services we provide to artists includes,  but
are not limited to the following  business  activities such as: development of a
business plan and/or marketing plan;  website analysis of the artist's site; how
an  artist  should  present  oneself  and  his/her  art;  how to  price  art for
sale/exhibition;  pricing  art  for  sale;  critical  essay  for  an  exhibition
catalogue;  write/rewrite of an artist statement;  provide custom content for an
artist or gallery website and provide  seminars and lectures on business aspects
of art. The business  representation services we provide to artists includes but
not limited to:  contract  review and/or  negotiation  and mediation and dispute
resolution.  The  consulting  and marketing  services we provide to  non-artists
includes the following types of activities or tasks: advice on whether to buy or
sell a work of art; advice on how to develop a collection;  consulting on estate
or inheritance issues; expert witness testimony;  assistance with fundraisers or
charity events; seminars and lectures on art business issues; critical essay for
an exhibition or collection catalogue and estate planning for art.

     We are growing our business in the following manner. We market our services
in a number of different  forums.  We attend different  gatherings where artists
and non-artist congregate such as trade shows, auctions and exhibitions. We also
market our services via the internet and at events and  activities  sponsored by
ATDN.  Other sales channels include print media focused on art or artists or art
collectors.  We also market our services  via direct sales  campaigns to artists
and  non-artists  alike.  We also  believe  that we must provide a high level of
service for our  customers.  We believe  that it is our  responsibility  to make
certain that our products and services are satisfying for our customers.

Operations

     Our  plan  is  to  concentrate  our  operations  in  the  Denver,  Colorado
metropolitan  area and  online  through  a  website,  which  we will  eventually
develop.

Marketing and Promotion

     We generate  revenues in the next twelve months from our  operations  using
referrals from ATDN and unrelated  individuals  and entities that operate in the
art consulting and artist representation business. We also market through direct
contact  with  prospective  customers.  We  also  use  general  solicitation  of
customers through various forms of media advertising, including, but not limited

                                       4
<PAGE>

to, print media and the internet.  We have no sales  representatives who solicit
potential clients.  We have not yet fully developed our marketing program and do
not know the specific  cost of such a program,  although we believe that it will
be expensive.

Competition

     We have a limited  operating  history and,  therefore,  will have  inherent
difficulty   competing   in  the  art   consulting,   marketing   and   business
representation  business. Our performance depends, in large part, on our ability
to engage with successful  artists to perform  consulting and marketing services
and  advise or  represent  individuals  whom are in the  business  of  creating,
producing or selling art. The art consulting  business is highly  fractured with
respect to price and services  offered.  There are a handful of competitors that
represent the very successful artists. Many of these firms are well-established,
including national,  regional and local organizations  possessing  substantially
greater  financial,  marketing,  personnel and other resources than we do. There
can be no  assurance  that we will be able to  respond  to  various  competitive
factors affecting the art industry and be able to attract and advise our clients
accordingly. There is very little competition for up and coming artists, but the
demand for consulting,  marketing and agent  representation  services is hard to
gauge. We believe that this market is underserved, but most artists are not used
to  treating  their  vocation as a business  and may not  believe  they need our
services.  If we are unable to develop an economical  model to serve this market
we  will  not be  profitable.  We  cannot  guarantee  that  we  will  be able to
successfully compete in the highly competitive high-end or poorly served low-end
markets.  We cannot expect to be a significant  factor in the collectibles field
in the foreseeable future.

Effect of Governmental Regulations: Compliance with Environmental Laws

     We do not  believe  that  we are  subject  to any  material  government  or
industry regulation.

Property

     We currently  use the offices of ATDN.  We plan to occupy  separate  office
facilities and obtain office furniture and equipment after the spin-off.  We own
no real estate nor have plans to acquire any real estate.

Raw Materials

     The use of raw materials is not a material  factor in our operations at the
present  time.  We do not expect raw  materials  to be a material  factor in the
future.

Backlog

     At December 31, 2010, we had no backlogs.

Employees

     We have two part-time employees. As we expand, we intend to hire employees.
However, we have no present plans to do so. We may hire part-time help as needed
from  time-to-time  for  specific  projects.  We do not pay  salaries to our two
officers.  However, we reimburse them for any out-of-pocket  expenses they incur
on our  behalf.  In  addition,  in the  future,  we may  approve  the payment of
salaries for our management, but currently, no such plans have been approved. We
do not currently pay for vacation,  holidays or provide major medical  coverage.
None of our  officers  or  directors  is a party  to any  employment  agreement.
However, we may adopt such plans in the future.

Proprietary Information

     We do  not  currently  have  any  patent  or  trademark  protection.  If we
determine it is feasible to file for such trademark protection, we still have no
assurance that doing so will prevent  competitors from using the same or similar
names, marks, concepts or appearance.

Government Regulation

                                       5
<PAGE>

     We are not subject to any material government or industry regulation.

Research and Development

     We have never spent any amount in research and development activities.

Environmental Compliance

     Since we only act in the  capacity  of an  intermediary,  we do not  expect
environmental laws to have any material impact on us.

How to Obtain Our SEC Filings

     We file annual, quarterly, and special reports, proxy statements, and other
information  with the  Securities  Exchange  Commission  (SEC).  Reports,  proxy
statements and other  information filed with the SEC can be inspected and copied
at the public reference facilities of the SEC at 100 F Street N.E.,  Washington,
DC 20549.  Such  material  may also be accessed  electronically  by means of the
SEC's website at www.sec.gov.

     Our  investor  relations  department  can be  contacted  at  our  principal
executive  office  located  at our  principal  office,  3636  S.  Jason  Street,
Englewood,  Colorado  80113.  Our  phone  number  at our  headquarters  is (303)
781-7280.

Item 1A. RISK FACTORS.

You should carefully  consider the risks and  uncertainties  described below and
the other  information in this document  before  deciding to invest in shares of
our common stock.

The  occurrence of any of the  following  risks could  materially  and adversely
affect our business, financial condition and operating result. In this case, the
trading  price of our common stock could  decline and you might lose all or part
of your investment.

We were recently formed as a Colorado business entity,  have a limited operating
history, and have never been profitable.  Our limited operating history makes it
difficult for us to evaluate our future  business  prospects and make  decisions
based on those  estimates of our future  performance.  We are inherently a risky
investment.  If we make  poor  budgetary  decisions  as a result  of  unreliable
historical  data,  we could  continue  to incur  losses,  which may  result in a
decline  in our  stock  price.  We  cannot  guarantee  we will  ever  develop  a
substantial  number  of  clients.  Even if we  develop a  substantial  number of
clients,  there is no assurance that we will become a profitable  company.  As a
result, we may never become profitable, and could go out of business.

We were formed as a Colorado  business  entity in January  2008.  At the present
time, we have a limited operating history and have never been profitable.  There
can be no  guarantee  that we will ever be  profitable.  From our  inception  on
January 29, 2008 through December 31, 2010, we generated  $4,247 in revenue.  We
had a net loss of $31,109 for this period.  Our revenues  depend upon the number
of clients we can develop and service.  Our limited  operating  history makes it
difficult to evaluate our business on the basis of historical  operations.  As a
consequence,  our past results may not be indicative of future results. Although
this is true for any  business,  it is  particularly  true for us because of our
limited operating history. Reliance on historical results may hinder our ability
to anticipate  and timely adapt to increases or decreases in sales,  revenues or
expenses.  For  example,  if we  overestimate  our future sales for a particular
period or periods  based on our  historical  growth  rate,  we may  increase our
overhead and other operating  expenses to a greater degree than we would have if
we correctly  anticipated  the lower sales level for that period and reduced our
controllable  expenses  accordingly.  If we make poor  budgetary  decisions as a
result of unreliable  historical data, we could continue to incur losses,  which
may result in a decline in our stock  price.  We cannot  guarantee  we will ever
develop a substantial number of clients. Even if we develop a substantial number
of clients,  there is no  assurance  that we will become a  profitable  company.
Because we are a company  with a limited  history,  the  operations  in which we
engage in, the art  consulting,  marketing and agent  business,  is an extremely
risky business.  We have no historical  frame of reference to determine  whether
this proposed business model will be successful. We may never become profitable,
and, as a result, we could go out of business.

                                       6
<PAGE>

Because we had incurred  operating  losses from our inception during our limited
operating history,  our accountants have expressed  substantial doubts about our
ability to continue as a going concern.

For the period ended December 31, 2010 and 2009, our accountants  have expressed
substantial  doubt about our ability to continue as a going  concern as a result
of  our  loss  from  operations  and  the  requirement  of  significant   future
expenditures in connection with marketing efforts and general and administrative
expenses.  Our ability to achieve and maintain  profitability  and positive cash
flow is dependent upon:

     o    our ability to locate clients who will purchase our services; and
     o    our ability to generate revenues.

Based  upon  current  plans,  we may incur  operating  losses in future  periods
because we may,  from time to time,  be incurring  expenses  but not  generating
sufficient  revenues.  We expect between  $10,000 and $20,000 in operating costs
over the next twelve months.  We cannot  guarantee that we will be successful in
generating  sufficient  revenues  or other  funds in the  future to cover  these
operating costs. Failure to generate sufficient revenues will cause us to go out
of business.

We have a business plan which is expensive and may not generate increases in our
revenues.

We intend to grow our business and have a business plan. In connection with this
plan, we anticipate  that we will incur expenses  associated with our growth and
expansion.  Our funds may not be adequate to offset all of the expenses we incur
in expanding our business.  We will need to generate revenues to offset expenses
associated with our growth,  and we may be  unsuccessful in achieving  revenues,
despite  our  attempts to grow our  business.  If our growth  strategies  do not
result in  significant  revenues,  we may have to abandon  our plans for further
growth or may even cease our operations.

Because we are small and do not have much capital,  we must limit our operations
to the  Denver,  Colorado  metropolitan  area.  A company in our  industry  with
limited operations has a smaller opportunity to be successful. If we do not make
a profit, we may have to suspend or cease operations.

Because we are small and do not have much capital, we must limit our operations.
We must limit our operations to the Denver,  Colorado  metropolitan  area as the
only  geographical  area in which we  operate.  Because we may have to limit our
operations,  we may not generate sufficient sales to make a profit. If we do not
make a profit, we may have to suspend or cease operations.

Because our current officers and directors are involved with other businesses in
the same industry,  the manner in which we operate may create the possibility of
a conflict of interest.

Both Mrs.  Gregarek and Mrs.  Sheehan are also involved with other businesses in
the  same  industry.  Both  are  officers  and  directors  of Art  Design,  Inc.
Additionally,  Mr. and Mrs.  Sheehan  own the  Accessory  Warehouse,  Inc.  Mrs.
Gregarek is an  independent  contractor  for interior  design work.  These other
arrangements  could create  conflict of interest with respect to our operations.
We cannot guarantee that any potential conflicts can be avoided.

We are a company  with  limited  operating  history  which  intends  to grow its
operations  to become  profitable  as soon as  possible.  As a  result,  we must
effectively  manage the growth of our operations,  or we may outgrow our current
infrastructure.

We have two part-time employees, Mrs. Gregarek, our President and Kathy Sheehan,
our  Secretary-Treasurer.  If we experience  rapid growth of our operations,  we
could see a backlog of client orders.  We can resolve these  capacity  issues by
hiring additional personnel and upgrading our infrastructure. However, we cannot
guarantee that sufficient additional personnel will be available or that we will
find  suitable  personnel  to aid our  growth.  In any  case,  we will  continue
pursuing  additional sales growth for our company.  Expanding our infrastructure
will be expensive,  and will require us to train our workforce,  and improve our
financial  and  managerial  controls  to  keep  pace  with  the  growth  of  our
operations.

                                       7
<PAGE>

Because we are a company  with limited  operating  history and revenues and only
minimally  capitalized,  we have a lack of  liquidity  and will need  additional
financing  in the future.  Our future  success  depends,  in large part,  on the
continued  financing  of  Spyglass.  The  loss of this  financing  would  have a
material  adverse  effect  on our  business.  Additional  financing  may  not be
available  when  needed,  which  could  delay our  development  or  indefinitely
postpone it. Our investors could lose some or all of their investment.

We are only minimally capitalized. Because we are only minimally capitalized, we
expect to  experience  a lack of  liquidity  for the  foreseeable  future in our
operations.  We will adjust our  expenses as  necessary  to prevent cash flow or
liquidity problems. However, we expect we will need additional financing of some
type, which we do not now possess, to fully develop our operations. We expect to
rely principally upon our ability to raise additional financing,  the success of
which cannot be guaranteed.  Spyglass is currently our only source of financing.
It should be noted that  Spyglass is under no  obligation to lend us funds under
the term of the note. We have no indication  that Spyglass  would refuse to lend
us funds  if we  should  ask.  Spyglass  is  owned,  in part by Mrs.  Gregarek's
husband.  It would be very  difficult  to find a  financing  source  to  replace
Spyglass.  The loss of the  Spyglass  financing  would have a  material  adverse
effect on our business.  At the present  time,  we have no definitive  plans for
financing in place, other than the funds which we have already obtained.  In the
event  that we need  additional  capital,  we will  need to  identify  alternate
sources  of  capital  for  working  capital  purposes.  To the  extent  that  we
experience a substantial  lack of liquidity,  our development in accordance with
our proposed plan may be delayed or indefinitely postponed, our operations could
be impaired,  we may never become profitable,  fail as an organization,  and our
investors could lose some or all of their investment.

Because we are a company with limited operating  history,  we have no experience
as a public  company.  Our inability to operate as a public company could be the
basis of your losing your entire  investment in us. We have never  operated as a
public  company.  We have no experience in complying  with the various rules and
regulations  which are required of a public company.  As a result, we may not be
able to operate  successfully  as a public  company,  even if our operations are
successful.  We plan to comply  with all of the  various  rules and  regulations
which  are  required  of  a  public  company.  However,  if  we  cannot  operate
successfully  as a public company,  your investment may be materially  adversely
affected.  Our  inability to operate as a public  company  could be the basis of
your losing your entire investment in us.

Our ability to grow our business depends on relationships  with others.  We have
only  a few  established  relationships  at  this  time.  We may  never  develop
sufficient  relationships to grow a successful business.  Further, if we were to
lose those relationships, we could lose our ability to sell services. If we lose
enough clients, we could go out of business.

Eventually,  all of our  revenue  and gross  profit  are  expected  to come from
consulting,  marketing  and  representing  artists in their  business  dealings.
However,  in the interim, we will also sell products.  To date, however,  all of
our  revenue  has  come  solely  from the sale of  products.  Nevertheless,  our
business plan is clearly focused to develop  revenue and gross profit  primarily
from consulting,  marketing and representing artists in their business dealings.
While our  relationships  will change  from time to time,  we must rely upon our
clients for our success.  Our performance depends, in large part, on our ability
to engage with successful  artists to perform  consulting and marketing services
and  advise or  represent  individuals  whom are in the  business  of  creating,
producing or selling art. Artists are skilled in their vocation,  but often lack
the general  business  knowledge and  expertise to obtain and secure  contracts.
Most artists do not understand  what they do not know and therefore how to avoid
them or what value an organization like ours provides. This means that there can
be no assurance  that we will be able to secure  clients at fees they can afford
or are willing to pay. If we can identify  and  establish  relationships  with a
select group of clients that see value in and can afford the services we provide
we will be able to establish a reputation and develop and grow our niche market.
At the present time,  we do not have a significant  number of clients and cannot
guarantee we will ever develop  sufficient  numbers of clients to be profitable.
We plan to use the efforts of our  management  to develop our clients.  If we do
develop  such  clients,  we risk that a given  client will  switch to  utilizing
similar  services from another provider or decide to perform the tasks on his or
her own. Our ability to generate revenue from the sale consulting, marketing and
agent  representation  services would diminish.  If we lose enough  clients,  we
could go out of business.

                                       8
<PAGE>

We are a relatively small company with limited resources compared to some of our
current  and  potential  competitors,  which may hinder  our  ability to compete
effectively.  The art consulting industry is highly fractured competitive. If we
are not well received or successful, we may never achieve profitability.

The art  consulting  business  is highly  fractured  with  respect  to price and
services  offered.  There are a handful of  competitors  that represent the very
successful  artists.  Many  of  these  firms  are  well-established,   including
national,  regional and local  organizations  possessing  substantially  greater
financial,  marketing, personnel and other resources than we do. There can be no
assurance  that  we  will be able to  respond  to  various  competitive  factors
affecting  the art  industry  and be able to  attract  and  advise  our  clients
accordingly. There is very little competition for up and coming artists, but the
demand for consulting,  marketing and agent  representation  services is hard to
gauge.  We believe  that this market is  underserved,  but most  artists are not
familiar  with  treating  their  vocation as a business and may not believe they
need our services. If we are unable to develop an economical model to serve this
market we will not be  profitable.  We cannot  guarantee that we will be able to
successfully compete in the highly competitive high-end or poorly served low-end
markets.

We believe  that the key to our  success  will be  successful  marketing  of our
service and product offering.  As a result, we may need to substantially  invest
in marketing efforts in order to grow our business, which will be expensive.

In order to grow our business,  we will need to develop and maintain  widespread
recognition and acceptance of our company,  our business model and our services.
We have only recently  begun to present our service and product  offering to our
potential  market as we have identified it in our business plan. We plan to rely
primarily  on word of mouth from  contacts  we develop  personally  through  our
efforts  to  promote  and market  ourselves.  We plan to use the  efforts of our
management to develop these contacts. In order to successfully grow our company,
we may need to  significantly  increase  our  financial  commitment  to creating
awareness and acceptance of our company among potential clients,  which would be
expensive. To date, marketing and advertising expenses have been negligible.  We
have not yet fully developed our marketing  program and do not know the specific
cost of such a program,  although we believe  that it will be  expensive.  If we
fail to  successfully  market and promote our business,  we could lose potential
clients to our  competitors,  or our growth  efforts may be  ineffective.  If we
incur significant expenses promoting and marketing ourselves,  it could delay or
completely forestall our profitability.

We have no agreement  with any broker or dealer to act as a market maker for our
securities. The lack of a broker or dealer to create or maintain a market in our
stock could adversely impact the price and liquidity of our securities.

We have no agreement  with any broker or dealer to act as a market maker for our
securities and there is no assurance that we will be successful in obtaining any
market makers. Thus, no broker or dealer will have an incentive to make a market
for our stock.  The lack of a market maker for our  securities  could  adversely
influence the market for and price of our securities, as well as your ability to
dispose of, or to obtain accurate information about, and/or quotations as to the
price of, our securities.

We are an art consulting,  marketing and intermediary organization. Our business
is not  diversified,  which  could  result in  significant  fluctuations  in our
operating results. A downturn in that sector may reduce our stock price, even if
our business is successful.

We  are  an  art  consulting,  marketing  and  intermediary  organization,  and,
accordingly,  dependent upon trends in that business  sector.  Downturns in that
sector could  adversely  effect on our  business.  A downturn in that sector may
reduce our stock price, even if our business is successful.

The share control position of Rebecca Gregarek,  David Gregarek,  Kathy and Todd
Sheehan  will limit the ability of other  shareholders  to  influence  corporate
actions.

After  distribution  of our shares to the Art Design  shareholders,  our largest
shareholders,  Rebecca Gregarek,  David Gregarek, Kathy Sheehan and Todd Sheehan
will own and control  1,140,000  shares,  after  giving  effect to the  Spyglass
warrants and thereby  control  approximately  82.5% of our  outstanding  shares.
Because  these  individuals  will   beneficially   control  almost  83%  of  the
outstanding shares they will have a significant role in controlling the election

                                       9
<PAGE>

or removal of our directors, the supervision and management of our business or a
change in control of or sale of our company,  even if they believed such changes
were in the best interest of our shareholders generally.

Our future  success  depends,  in large part,  on the  continued  service of our
President and Secretary-Treasurer.

We depend  almost  entirely  on the  efforts and  continued  employment  of Mrs.
Gregarek,  our  President  and  Kathy  Sheehan,  our  Secretary-Treasurer.  Mrs.
Gregarek is our primary executive officer,  and we will depend on her for nearly
all aspects of our operations.  Mrs. Sheehan is our primary  financial  officer,
and we will depend on her for nearly all aspects of our financial compliance. We
do not have an employment  contract with either Mrs.  Gregarek or Mrs.  Sheehan,
and we do not carry key  person  insurance  on  either's  life.  The loss of the
services of Mrs. Gregarek or Mrs. Sheehan through incapacity or otherwise, would
have a material  adverse  effect on our business.  It would be very difficult to
find and retain qualified personnel such as Mrs. Gregarek or Mrs. Sheehan.

Applicable SEC rules governing the trading of "Penny Stocks" limit the liquidity
of our common stock, which may affect the trading price of our common stock. The
over-the-counter  market for stock such as ours is subject to extreme  price and
volume  fluctuations.  You may not able to sell your  shares when you want to do
so, if at all.

Our common  stock is  currently  not quoted in any market.  If our common  stock
becomes quoted,  we anticipate that it will trade well below $5.00 per share. As
a result,  our common stock is  considered a "penny stock" and is subject to SEC
rules and  regulations  that  impose  limitations  upon the  manner in which our
shares can be  publicly  traded.  The  Exchange  Act and such penny  stock rules
generally  impose  additional  sales  practice and  disclosure  requirements  on
broker-dealers  who sell our securities to persons other than certain accredited
investors who are,  generally,  institutions with assets in excess of $5,000,000
or individuals with net worth in excess of $1,000,000 or annual income exceeding
$200,000, or $300,000 jointly with spouse, or in transactions not recommended by
the  broker-dealer.  These  regulations  require  the  delivery,  prior  to  any
transaction  involving a penny stock,  of a disclosure  schedule  explaining the
penny stock and the associated risks. Under these  regulations,  certain brokers
who recommend  such  securities to persons other than  established  customers or
certain   accredited   investors  must  make  a  special   written   suitability
determination for the purchaser and receive the written purchaser's agreement to
a transaction  prior to purchase.  These regulations have the effect of limiting
the trading  activity  of our common  stock and  reducing  the  liquidity  of an
investment in our common stock.  The  securities of companies  such as ours have
historically  experienced  extreme price and volume  fluctuations during certain
periods.  These broad market fluctuations and other factors, such as new product
developments  and  trends  in the our  industry  and in the  investment  markets
generally,  as well as  economic  conditions  and  quarterly  variations  in our
operational  results,  may have a  negative  effect on the  market  price of our
common stock.  As a result of any or all of these  factors,  you may not able to
sell your shares when you want to do so, if at all.

We have  the  authority  to issue  up to  50,000,000  shares  of  common  stock,
1,000,000  shares of  preferred  stock,  and to issue  options  and  warrants to
purchase shares of our common stock without  stockholder  approval.  We are only
planning to issue 1,082,060 shares in this registration  statement. As a result,
issuances of our stock could dilute current  shareholders  and adversely  affect
the market price of our common stock, if a public trading market develops.

We have  the  authority  to issue  up to  50,000,000  shares  of  common  stock,
1,000,000  shares of  preferred  stock,  and to issue  options  and  warrants to
purchase shares of our common stock without  stockholder  approval.  Although no
financing is planned currently,  we may need to raise additional capital to fund
operating losses. If we raise funds by issuing equity  securities,  our existing
stockholders  who receive  shares in the  spin-off  may  experience  substantial
dilution.  In addition,  we could issue large blocks of our common stock to fend
off unwanted  tender offers or hostile  takeovers  without  further  stockholder
approval.

The issuance of preferred stock by our board of directors could adversely affect
the rights of the holders of our common  stock.  An issuance of preferred  stock
could result in a class of outstanding  securities  that would have  preferences
with respect to voting rights and dividends and in  liquidation  over the common
stock and could,  upon  conversion or  otherwise,  have all of the rights of our
common stock.  Our board of directors'  authority to issue preferred stock could
discourage  potential  takeover  attempts  or could delay or prevent a change in
control through merger, tender offer, proxy contest or otherwise by making these
attempts more difficult or costly to achieve.


                                       10
<PAGE>

Our common stock currently has a limited trading market and thereis no guarantee
an active trading market will ever develop for our securities.

There is presently a limited trading market for our common stock. We have traded
in the  Over-the-Counter  Bulletin  Board  under the  trading  symbol ATDM since
November, 2010. If an active market never develops for our common stock, it will
be difficult  for you to sell any shares you purchase.  In such a case,  you may
find  that you are  unable to  achieve  any  benefit  from  your  investment  or
liquidate your shares without considerable delay, if at all. In addition,  if we
our common stock is no longer  quoted on a public  trading  market,  your common
stock  will  not  have a  quantifiable  value  and it may be  difficult,  if not
impossible, to ever resell your shares, resulting in an inability to realize any
value from your investment.

Colorado  law and our  Articles  of  Incorporation  protect our  directors  from
certain  types of  lawsuits,  which  could make it  difficult  for us to recover
damages from them in the event of a lawsuit.

Colorado law provides that our directors will not be liable to our company or to
our  stockholders  for monetary  damages for all but certain types of conduct as
directors.  Our Articles of Incorporation  require us to indemnify our directors
and officers against all damages incurred in connection with our business to the
fullest extent provided or allowed by law. The  exculpation  provisions may have
the effect of  preventing  stockholders  from  recovering  damages  against  our
directors caused by their negligence, poor judgment or other circumstances.  The
indemnification  provisions  may require our company to use our assets to defend
our directors and officers against claims, including claims arising out of their
negligence, poor judgment, or other circumstances.

Because we are a company with limited operating history, we do not expect to pay
dividends on common stock.

We have not paid any cash dividends with respect to our common stock,  and it is
unlikely that we will pay any  dividends on our common stock in the  foreseeable
future.  Earnings,  if any, that we may realize will be retained in the business
for further development and expansion.

ITEM 2. DESCRIPTION OF PROPERTY.

     We currently  use the offices of ATDN.  We plan to occupy  separate  office
facilities and obtain office furniture and equipment.  We own no real estate nor
have plans to acquire any real estate We currently  carry no inventory  and have
no other property.

ITEM 3. LEGAL PROCEEDINGS.

     We are not a party to any material legal  proceedings,  nor is our property
the subject of any material legal proceeding.

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

     We held no shareholders meeting in the fourth quarter of our fiscal year.


                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S  COMMON EQUITY AND RELATED  STOCKHOLDER  MATTERS
        AND ISSUER PURCHASES OF EQUITY SECURITIES.

Holders

     As of  January 1 2010,  we had a total of  1,082,060  shares of our  Common
Stock  outstanding.  The number of holders of record of our common stock at that
date was one hundred.

Market Information

                                       11
<PAGE>

     Our  shares of common  stock are  quoted on the  Over-the-Counter  Bulletin
Board under the trading symbol ATDM. The shares became trading in November, 2010
but there is no  extensive  history of  trading.  The high and low bid price has
been $2.00 and $1.05, respectively,  during the entire time the shares have been
quoted.  The quotations  reflect  interdealer  prices,  without retail  mark-up,
mark-down or commission, and may not represent actual transactions.

Dividend Policy

     Holders of common stock are  entitled to receive  such  dividends as may be
declared by our Board of  Directors.  No dividends on the common stock were paid
by us during the periods  reported herein nor do we anticipate  paying dividends
in the foreseeable future.

Equity Compensation Plan Information

     We have no outstanding stock options or other equity compensation plans.

The Securities Enforcement and Penny Stock Reform Act of 1990

     The  Securities  Enforcement  and Penny Stock  Reform Act of 1990  requires
additional  disclosure and  documentation  related to the market for penny stock
and for trades in any stock  defined  as a penny  stock.  Unless we can  acquire
substantial  assets  and trade at over  $5.00  per share on the bid,  it is more
likely than not that our securities,  for some period of time,  would be defined
under  that  Act as a  "penny  stock."  As a  result,  those  who  trade  in our
securities may be required to provide  additional  information  related to their
fitness to trade our shares.  These requirements present a substantial burden on
any person or brokerage firm who plans to trade our securities and would thereby
make it  unlikely  that any  liquid  trading  market  would  ever  result in our
securities  while  the  provisions  of this  Act  might be  applicable  to those
securities.

     Any  broker-dealer  engaged by the purchaser for the purpose of selling his
or her  shares  in us will be  subject  to Rules  15g-1  through  15g-10  of the
Securities  and Exchange  Act.  Rather than creating a need to comply with those
rules, some broker-dealers will refuse to attempt to sell penny stock.

     The penny stock rules require a broker-dealer,  prior to a transaction in a
penny stock not  otherwise  exempt from those rules,  to deliver a  standardized
risk disclosure document prepared by the Commission, which:

     o    contains a  description  of the nature and level of risk in the market
          for penny stocks in both public offerings and secondary trading;
     o    contains a  description  of the  broker's  or  dealer's  duties to the
          customer and of the rights and remedies available to the customer with
          respect to a  violation  to such duties or other  requirements  of the
          Securities Act of 1934, as amended;
     o    contains a brief,  clear,  narrative  description  of a dealer market,
          including "bid" and "ask" prices for penny stocks and the significance
          of the spread between the bid and ask price;
     o    contains a toll-free  telephone  number for inquiries on  disciplinary
          actions;
     o    defines significant terms in the disclosure document or in the conduct
          of trading penny stocks; and
     o    contains  such  other  information  and  is in  such  form  (including
          language,  type,  size and  format)  as the  Securities  and  Exchange
          Commission shall require by rule or regulation;

     The broker-dealer also must provide,  prior to effecting any transaction in
a penny stock, to the customer:

     o    the bid and offer quotations for the penny stock;
     o    the  compensation  of the  broker-dealer  and its  salesperson  in the
          transaction;
     o    the number of shares to which such bid and ask prices apply,  or other
          comparable  information  relating  to the depth and  liquidity  of the
          market for such stock; and
     o    monthly  account  statements  showing  the market  value of each penny
          stock held in the customer's account.

                                       12
<PAGE>

     In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written  determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written  acknowledgment of the receipt
of a risk disclosure  statement,  a written agreement to transactions  involving
penny stocks,  and a signed and dated copy of a written  suitability  statement.
These  disclosure  requirements  will have the effect of  reducing  the  trading
activity  in the  secondary  market for our stock  because it will be subject to
these penny stock rules.  Therefore,  stockholders  may have difficulty  selling
their securities.

Stock Transfer Agent

     The stock transfer agent for our securities is Corporate  Stock Transfer of
Denver,  Colorado.  Their  address is 3200 Cherry Creek Drive South,  Suite 430,
Denver, Colorado 80209. Their phone number is (303)282-4800.

ITEM 6. SELECTED FINANCIAL DATA

     A smaller  reporting  company is not required to provide the information in
this Item.

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

     Certain  statements  in  this  Management's   Discussion  and  Analysis  of
Financial  Condition and Results of Operations that are not historical facts are
forward-looking  statements  such as  statements  relating  to future  operating
results,  existing and expected  competition,  financing and refinancing sources
and  availability and plans for future  development or expansion  activities and
capital expenditures.  Such forward-looking statements involve a number of risks
and uncertainties that may significantly affect our liquidity and results in the
future  and,  accordingly,  actual  results  may  differ  materially  from those
expressed  in any  forward-looking  statements.  Such  risks  and  uncertainties
include,  but are not  limited  to,  those  related to  effects of  competition,
leverage and debt service  financing and refinancing  efforts,  general economic
conditions,  and  changes  in  applicable  laws or  regulations.  The  following
discussion  and analysis  should be read in  conjunction  with the  consolidated
financial statements and notes thereto appearing elsewhere in this report.

Results of Operations

     We operate an art consulting,  marketing in addition to advising artists in
their business dealings.  Secondarily, and as an adjunct to our primary purpose,
we also earn  revenue  from the sale of art and  interior  design  products.  We
anticipate that the sale of products will primarily be to our artist clients but
may also incidentally be to the general public. We earn revenue from the sale of
art products and consulting  services,  but do not separate sales into different
operating segments.  To date,  however,  all of our revenue has come solely from
the sale of products

     From our  inception on January 29, 2008 through  December 31, 2010,  all of
our revenue was generated from one client. We had $4,247 in revenue.

     For the fiscal year ended  December  31, 2010,  we generated  $1,019 in net
revenue, compared to $309 for the fiscal year ended December 31, 2009.

     Our  operating  expenses  consisting  solely of general and  administrative
expenses,  were $19,628 for the fiscal year ended  December 31, 2010, and $6,220
for the fiscal year ended  December 31, 2009.  From our inception on January 29,
2008 through December 31, 2010, our operating expenses were $35,356.

     We had a net loss of $18,609 for the fiscal year ended  December  31, 2010,
and $5,911 for the fiscal year ended  December 31, 2009.  From our  inception on
January 29, 2008 through December 31, 2010, our net loss was $31,109.

     Because we do not pay salaries,  and our major  professional fees have been
paid for the year, operating expenses are expected to remain fairly constant.

                                       13
<PAGE>

     We expect to incur  operating  losses in future periods  because we will be
incurring expenses and not generating  sufficient  revenues.  We believe that we
will be required to make  significant  future  expenditures  in connection  with
marketing  efforts  along  with  general  administrative   expenses.  We  expect
approximately  to range between  $10,000 and $20,000 in operating  costs through
December 31, 2011. We cannot  guarantee that we will be successful in generating
sufficient revenues or other funds in the future to cover these operating costs.
Failure to generate  sufficient  revenues or  additional  financing  when needed
could cause us to go out of business.

Liquidity and Capital Resources.

     As of December 31, 2010,  we had cash or cash  equivalents  of $736.  As of
December 31, 2009, we had cash or cash equivalents of $1,365.

     Net cash used for  operating  activities  was  $15,629  for the fiscal year
ended December 31, 2010. This compares to net cash used for operating activities
of $762 for the fiscal year ended December 31, 2009.

     Cash flows provided by or used for investing  activities  were $-0- for all
relevant periods.

     Cash flows provided by financing  activities  were $15,000 and $-0- for the
fiscal year ended December 31, 2010 and 2009 respectively.

     Over the next twelve months we do not expect any material  capital costs to
develop  operations.  We do not plan to purchase  real  estate or large  capital
items.

     On June 1, 2008, an  organization  named  Spyglass  Investment  Partnership
("Spyglass  ")  agreed to  provide  operating  capital  in the form of a loan of
$250,000 to cover  operating  expenses.  This loan is  evidenced by an unsecured
promissory  note which now due December 31, 2011.  This promissory note is under
the same terms and conditions and same amount as the prior  promissory note with
Spyglass.It  should be noted that  Spyglass  is under no  obligation  to lend us
funds under the term of the note.

     We  believe  that we have  sufficient  capital  in the  short  term for our
current level of operations.  Further, we believe that we can attract sufficient
product  sales and  services  within our present  organizational  structure  and
resources to become profitable in our operations.  We also have the potential of
additional capital from Spyglass.  While additional resources would be needed to
expand into additional locations, which we have no plans to do at this time.

     We do not know  how long we will be  required  to rely  upon our loan  from
Spyglass.  We plan to repay any loan amounts from our  operations.  It should be
noted that we have not had to draw down on this loan from  Spyglass to date.  If
we are  unable  to  develop  sufficient  revenues  or raise  funds to cover  any
operating  deficit  after  December 31, 2011,  our business may fail.  We do not
anticipate  needing to raise  additional  capital  resources  in the next twelve
months,  other than our loan from Spyglass.  It should be noted that Spyglass is
under no  obligation  to lend us funds  under the term of the  note.  We have no
indication  that  Spyglass  would  refuse  to lend us  funds if we  should  ask.
However,  if such funds were unavailable when needed,  we would have a choice to
substitute lenders, use operations for our funds, or go out of business.

     We believe that the  combination  of revenues and funds which  Spyglass can
provide  to offset  any  revenue  shortfall  will  sustain  us at least  through
December 31, 2011.  Based upon our past history of operations,  we estimate that
we must generate  between  $10,000 and $20,000 in gross profit to be profitable.
We do not know when we will be able to generate this level of gross profit.  Our
principal  source of liquidity will be our  operations.  We expect  variation in
revenues  to  account  for the  difference  between  a profit  and a loss.  Also
business activity is closely tied to the U.S. economy,  particularly the economy
in Denver,  Colorado.  Our ability to achieve  and  maintain  profitability  and
positive  cash flow is dependent  upon our ability to  successfully  develop our
business and our ability to generate revenues.

     In any case, we try to operate with minimal overhead.  Our primary activity
will  be to  seek  to  develop  clients  for  our  products  and  services  and,

                                       14
<PAGE>

consequently,  our sales.  If we succeed in developing  clients for our products
and services and generating  sufficient  sales,  we will become  profitable.  We
cannot  guarantee that this will ever occur. Our plan is to build our company in
any manner which will be successful.

Off-Balance Sheet Arrangements

     We have no off-balance sheet arrangements with any party.

Critical Accounting Policies

     Our  discussion  and  analysis  of  results  of  operations  and  financial
condition are based upon our financial  statements,  which have been prepared in
accordance with accounting principles generally accepted in the United States of
America. The preparation of these consolidated  financial statements requires us
to make  estimates  and  judgments  that affect the reported  amounts of assets,
liabilities, sales and expenses, and related disclosure of contingent assets and
liabilities.  We evaluate our  estimates on an ongoing  basis,  including  those
related  to  provisions  for  uncollectible  accounts  receivable,  inventories,
valuation of intangible  assets and  contingencies  and litigation.  We base our
estimates on historical  experience  and on various other  assumptions  that are
believed to be reasonable under the circumstances, the results of which form the
basis for making  judgments  about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.

     We have identified the following policies below as critical to our business
and results of operations.

     Revenue is recognized on an accrual basis as earned under  contract  terms,
the  product  or  service  price to the  client  is fixed or  determinable,  and
collectibility is reasonably assured.  More specifically,  revenue is recognized
when ordered products are shipped,  and any corresponding  consulting and design
services have been rendered.  Services performed under contract,  which may vary
in length,  are  recognized on an ongoing basis over the life of the contract as
services are performed.  Our consulting service contracts generally allow either
party to terminate the contract upon reasonable notice.

     General and  administrative  costs  include  those costs  allocated  to the
ongoing  expenditures of running our business including in general such items as
office overhead, professional fees and management compensation.

     For further  discussion on the  application  of these and other  accounting
policies,  see Note 1 to the accompanying  audited financial  statements for the
period ended  September  30, 2008,  included  elsewhere  in this  document.  Our
reported  results are impacted by the  application  of the following  accounting
policies,  certain of which  require  management  to make  subjective or complex
judgments.  These judgments involve making estimates about the effect of matters
that are inherently  uncertain and may significantly  impact quarterly or annual
results of  operations.  For all of these  policies,  management  cautions  that
future  events  rarely  develop  exactly  as  expected,  and the best  estimates
routinely  require  adjustment.  Specific risks  associated  with these critical
accounting policies are described in the following paragraphs.

Use of Estimates in the Preparation of Financial Statements

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.

     We have had  revenue  during  the  fiscal  year ended  December  31,  2010.
Anticipated  future operating  revenue will come from art consulting,  marketing
and  agent  representation  services  provided  to  individuals  whom are in the
business of selling art.  Such revenues will be recorded as the art services are
performed.

     Secondarily, and as an adjunct to our primary purpose, we also earn revenue
from the sale of art and interior design  products.  We anticipate that the sale
of products will primarily be to our artist clients but may also incidentally be
to the general public.

                                       15
<PAGE>

Trends

     There are no known trends,  events or  uncertainties  that have had or that
are reasonably  expected to have a material  impact on the net sales or revenues
or income from our  operations.  Our  management  has not made any  commitments,
which will require any material financial resources.

Plan of Operation

     Our plan for the next  twelve  months is to operate at a profit or at break
even,  although we have a history of losses.  Our plan is to attract  sufficient
additional  product  sales  and  services  within  our  present   organizational
structure and resources to become profitable in our operations.

     Currently,  we are  conducting  business in only one location in the Denver
Metropolitan area. We have no plans to expand into other locations or areas. The
timing of the completion of the milestones  needed to become  profitable are not
directly dependent on the success of our public offering. We believe that we can
achieve profitability as we are presently organized with sufficient business.

     If we are not  successful  in our  operations we will be faced with several
options:

    1.     Cease operations and go out of business;

    2.     Continue to seek alternative and acceptable sources of capital;

    3.     Bring in additional capital that may result in a change of control;
           or

    4.     Identify a candidate for acquisition that seeks access to the public
           marketplace and its financing sources.

     Currently,  we have sufficient capital to implement our business operations
or to sustain them for the next twelve months. If we can become  profitable,  we
could operate at our present level indefinitely.

     To date, we have never had any  discussions  with any possible  acquisition
candidate. However, if we cannot operate our business in a profitable manner, we
may  seek  other  opportunities,  including,  but not  limited  to,  one or more
acquisitions.

Proposed Milestones to Implement Business Operations

     At the  present  time,  we are  operating  from one  location in the Denver
Metropolitan  area.  Our plan is to make our operation  profitable by the end of
our next fiscal year.

     We  believe  that we can be  profitable  or at break even by the end of the
current fiscal year, assuming sufficient sales. Based upon our current plans, we
have adjusted our operating  expenses so that cash generated from operations and
from working capital  financing is expected to be sufficient for the foreseeable
future to fund our operations at our currently  forecasted levels.  This has not
always been the case,  since we have had a history of losses.  To try to operate
at a  break-even  level based upon our  current  level of  anticipated  business
activity, we believe,  based upon our operating history, that we must generate a
gross profit on our revenue of approximately  $50,000 per year.  However, if our
forecasts are inaccurate,  we will need to raise additional  funds. On the other
hand, we may choose to scale back our operations to operate at break-even with a
smaller  level of business  activity,  while  adjusting our overhead to meet the
revenue from  current  operations.  In addition,  we expect that we will need to
raise  additional  funds if we  decide  to  pursue  more  rapid  expansion,  the
development of new or enhanced services and products,  appropriate  responses to
competitive  pressures,  or  the  acquisition  of  complementary  businesses  or
technologies,  or if we must respond to unanticipated  events that require us to
make additional investments.  We cannot assure that additional financing will be
available when needed on favorable terms, or at all.

     We expect to incur  operating  losses in future periods  because we will be
incurring   expenses  and  not  generating   sufficient   revenues.   We  expect
approximately  $50,000 in operating costs over the next twelve months. We cannot
guarantee that we will be successful in generating  sufficient revenues or other
funds  in the  future  to cover  these  operating  costs.  Failure  to  generate
sufficient revenues or additional financing when needed could cause us to go out
of business

                                       16
<PAGE>

     No commitments to provide  additional funds have been made by management or
current  shareholders.  There is no assurance that additional funds will be made
available to us on terms that will be acceptable, or at all, if and when needed.
We expect to  continue  to  generate  and  increase  sales,  but there can be no
assurance we will generate sales sufficient to continue operations or to expand.

     We also are planning to rely on the  possibility  of referrals from clients
and will strive to satisfy our  clients.  We believe that  referrals  will be an
effective form of advertising because of the quality of service that we bring to
clients.  We believe that satisfied  clients will bring more and repeat clients.
In the next 12  months,  we do not  intend to spend any  funds on  research  and
development and do not intend to purchase any large equipment.

Recently Issued Accounting Pronouncements

     We  do  not  expect  the  adoption  of  any  recently   issued   accounting
pronouncements  to have a significant  impact on our net results of  operations,
financial position, or cash flows.

Seasonality

     We do not expect  our sales to be  impacted  by  seasonal  demands  for our
products and services.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

     A smaller  reporting  company is not required to provide the information in
this Item.


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

                                       17
<PAGE>

                              ART DIMENSIONS, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                                      with

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

                           December 31, 2010 and 2009


                                       18
<PAGE>

                              ART DIMENSIONS, INC.
                        Consolidated Financial Statements



                                TABLE OF CONTENTS



                                                                         Page
                                                                      ---------


REPORT OF INDEPENDENT REGISTEREDPUBLIC ACCOUNTING FIRM                   20

CONSOLIDATED FINANCIAL STATEMENTS

            Balance sheets                                               22
            Statements of operations                                     23
            Statements of stockholders' equity                           24
            Statements of cash flows                                     25
            Notes to financial statements                                26


                                       19
<PAGE>


                                  RONALD R. CHADWICK, P.C.
                           Certified Public Accountant
                        2851 South Parker Road, Suite 720
                             Aurora, Colorado 80014
                             Telephone (303)306-1967
                                Fax (303)306-1944

                  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors
Art Dimensions, Inc.
Denver, Colorado

I have  audited  the  accompanying  balance  sheet of Art  Dimensions,  Inc.  (a
development  stage company) as of December 31, 2009, and the related  statements
of operations,  stockholders'  equity and cash flows for the year then ended and
for the period from  January 29, 2008  (inception)  through  December  31, 2009.
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 the  standards  of the Public  Company
Accounting Oversight Board (United States).  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 audit provides a reasonable
basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Art Dimensions, Inc. as of December
31, 2009, and the results of its operations and its cash flows for the year then
ended and for the period from January 29, 2008 (inception)  through December 31,
2009, in conformity with accounting  principles generally accepted in the United
States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial  statements the Company has suffered a loss from  operations and has a
stockholders' deficit that raise substantial doubt about its ability to continue
as a going  concern.  Management's  plans in  regard to these  matters  are also
described in Note 2. The  financial  statements  do not include any  adjustments
that might result from the outcome of this uncertainty.

Aurora, Colorado             /s/ Ronald R. Chadwick, P.C.
                             ----------------------------
March 25, 2010               RONALD R. CHADWICK, P.C.


                                       20
<PAGE>


                  Report of Independent Registered Public Accounting Firm

To the Board of Directors
Art Dimension, Inc.
(a development stage company)
Englewood, Colorado

We have audited the balance sheet of Art  Dimension  Inc. (a  development  stage
company) (the  "Company") as of December 31, 2010 and the related  statements of
operations, shareholders' equity, and cash flows for the year then ended and for
the period from January 29, 2008  (Inception)  through  December 31, 2010. These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit. The accompanying  financial  statements of the Company for the period
from January 29, 2008  (inception)  to December 31, 2009 were not audited by us.
Those  statements  were audited by other auditors whose report,  dated March 25,
2010  expressed  an  unqualified  opinion on those  statements  and  included an
explanatory  paragraph  regarding  the  Company s ability to continue as a going
concern.  The  financial  statements  for  the  period  from  January  29,  2008
(inception)  to December  31, 2009  reflect a net loss of $12,500.  Our opinion,
insofar as it relates to the cumulative  amounts included for such prior periods
as indicated in the accompanying  financial  statements,  is based solely on the
report of such other auditors.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are free of material  misstatement.  The Company is not  required to
have,  nor were we engaged to perform,  an audit of its  internal  control  over
financial reporting.  Our audit included  consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.  We believe that our audit and the report of
other auditors provide a reasonable basis for our opinion.

In our  opinion,  based on our audits and the  reports  of other  auditors,  the
financial statements referred to above present fairly, in all material respects,
the  financial  position of Company as of December 31, 2010,  and the results of
its  operations  and its cash  flows for the year then  ended and for the period
from January 29, 2008 (inception)  through December 31, 2010, in conformity with
accounting principles generally accepted in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that Art Design,  Inc. will continue as a going concern.  As discussed in Note 2
to the financial  statements,  Art Design,  Inc. suffered losses from operations
and has a working  capital  deficit,  which raises  substantial  doubt about its
ability to continue  as a going  concern.  Management's  plans  regarding  those
matters also are described in Note 2 The financial statements do not include any
adjustments  to reflect the possible  future effects on the  recoverability  and
classification  of assets or the amounts and  classification of liabilities that
may result from the outcome of this uncertainty.



/s/ MaloneBailey, LLP
MaloneBailey, LLP
www.malonebailey.com
Houston, Texas
April 13, 2011


                                       21
<PAGE>


                              ART DIMENSIONS, INC.
                          (A Development Stage Company)

                                 BALANCE SHEETS
                                                             Dec. 31,  Dec. 31,
                                                               2010      2009
                                                             -------- ---------

ASSETS

Current assets
Cash                                                         $   736  $  1,365
Accounts Receivable                                              533         -
                                                             -------- ---------
Total current assets                                           1,269     1,365
                                                             -------- ---------

Total Assets                                                 $ 1,269  $  1,365
                                                             ======== =========

LIABILITIES & STOCKHOLDERS' EQUITY

Current liabilities
Related party payables                                       $18,513         -
                                                             -------- ---------
Total current liabilities                                     18,513         -
                                                             -------- ---------

Total Liabilities                                             18,513         -
                                                             -------- ---------


Stockholders' Equity
Preferred stock, no par value;
1,000,000 shares authorized;
no shares issued and outstanding                                   -         -
Common stock, no par value;
50,000,000 shares authorized;
1,082,060 shares issued and outstanding                        2,000     2,000
Additional paid in capital                                    11,865    11,865
Deficit accumulated during the development stage             (31,109)  (12,500)
                                                             -------- ---------

Total Stockholders' Equity                                   (17,244)    1,365
                                                             -------- ---------

Total Liabilities and Stockholders' Equity                   $ 1,269  $  1,365
                                                             ======== =========

          The accompanying notes are an integral part of the financial
                                  statements.


                                       22
<PAGE>


                              ART DIMENSIONS, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
                                                                       Period
                                                                        From
                                                                      Jan. 29,
                                                                        2008
                                                      Year     Year  (Inception)
                                                     Ended    Ended    Through
                                                    Dec. 31, Dec. 31,  Dec. 31,
                                                      2010     2009       2010
                                                   --------- -------- ---------

Net Revenue                                        $  1,019 $    309  $  4,247

Operating expenses:
Compensatory equity issuances                                            5,407
General and administrative                           19,628    6,220    29,949
                                                   ------------------ ---------
                                                     19,628    6,220    35,356
                                                   ------------------ ---------
Loss from operations                                (18,609)  (5,911)  (31,109)
                                                   ------------------ ---------
Provision for income tax                                  -        -         -
                                                   ------------------ ---------
Net loss                                           $(18,609)$ (5,911) $(31,109)
                                                   ================== =========
Net loss per share
(Basic and fully diluted)                          $  (0.02)$      -
                                                   ==================

Weighted average number of common shares
outstanding                                        1,082,060 1,961,753
                                                   ===================

          The accompanying notes are an integral part of the financial
                                  statements.


                                       23
<PAGE>


                              ART DIMENSIONS, INC.
                          (A Development Stage Company)

                       STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<S>                                 <C>     <C>      <C>           <C>           <C>

                                   Common Stock                  Deficit
                                ------------------             Accumulated
                                           Amount               During The     Stock
                                           No Par   Paid In    Development    holders'
                                  Shares    Value   Capital       Stage        Equity
                                ------------------  --------- -------------  ---------

Balances at Jan. 29, 2008
(Inception)                              -  $     -  $     -    $       -     $      -

Compensatory stock issuance -
January 29, 2009 shares issued
for
formation services at service
value                            2,000,000    2,000                              2,000

Compensatory warrant issuances -
January 29, 2009 shares issued
for
consulting services at service
value                                                  3,407                     3,407

Net income (loss) for the period                                  (6,589)       (6,589)

Balances at Dec. 31, 2008        2,000,000  $ 2,000  $ 3,407   $  (6,589)     $ (1,182)

Redemption and redistribution
of shares from spin off
from parent                        (917,94)                                          -

Debt relief from spin off                              8,458                     8,458

Net income (loss) for the year                                    (5,911)       (5,911)

Balances at Dec. 31, 2009        1,082,060  $ 2,000  $11,865   $ (12,500)     $  1,365

Net income (loss) for the year                                   (18,609)      (18,609)

Balances at Dec. 31, 2010        1,082,060    2,000   11,865     (31,109)      (17,244)
                                ==========  =======  =======   ===========    =========

</TABLE>

          The accompanying notes are an integral part of the financial
                                  statements.

                                       24
<PAGE>



                              ART DIMENSIONS, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS

                                                                       Period
                                                                        From
                                                                      Jan. 29,
                                                                        2008
                                                      Year     Year  (Inception)
                                                     Ended    Ended    Through
                                                    Dec. 31, Dec. 31,  Dec. 31,
                                                      2010     2009       2010
                                                   --------- -------- ---------

Cash Flows From Operating Activities:
Net loss                                           $(18,609) $ (5,911) $(31,109)

Adjustments to reconcile net loss to net
cash provided by (used for) operating
activities:
Common stock issued for services                                          2,000
Warrant expense                                                           3,407
Change in operating assets and liabilities:
Accounts Receivable                                    (533)        -      (533)
Related party payables                                3,513     5,149    11,971
                                                   --------- -------- ---------
Net cash provided by (used for)
operating activities                                (15,629)     (762)  (14,264)
                                                   --------- -------- ---------

Cash Flows From Financing Activities:
Borrowing on debt-affiliated company               $ 15,000  $      -  $ 15,000
                                                   --------- -------- ---------
Net cash provided by financing activities          $ 15,000  $      -  $ 15,000

Net Increase (Decrease) In Cash                        (629)     (762)      736

Cash At The Beginning Of The Period                   1,365     2,127         -
                                                   --------- -------- ---------

Cash At The End Of The Period                      $    736  $  1,365  $    736
                                                   ========= ======== =========

Supplemental Disclosure

Cash paid for interest                             $      -  $      -  $      -
Cash paid for income taxes                         $      -  $      -  $      -

          The accompanying notes are an integral part of the financial
                                  statements.


                                       25
<PAGE>

                              ART DIMENSIONS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 2009 and 2010


NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Art Dimensions,  Inc. (the "Company"), was incorporated in the State of Colorado
on January 29,  2008.  The Company is was formed to provide art  consulting  and
marketing  services and advise or represent  individuals who are in the business
of creating,  producing  and selling art.  While the Company  intends to provide
consulting and marketing  services in the future, the Company's business to date
has consisted solely of selling pieces of art. The Company is considered to be a
development stage entity, as defined by the Financial Accounting Standards Board
("FASB")  Accounting  Standards  Codification  ("ASC") Topic 915. For the period
from January 29, 2008 (date of inception) through December 31, 2010, the Company
has not  generated  any  revenues  to date,  has no  significant  assets and has
incurred  losses  since  inception  from  developing  its  business  and planned
operations.  Consequently,  its operations are subject to all the risks inherent
in the establishment of a new business enterprise.

Cash and cash equivalents
-------------------------

The Company considers all highly liquid investments with an original maturity of
three months or less as cash equivalents.

Use of Estimates
----------------

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  reported  amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial  statements and the reported
amounts of revenues and expenses  during the reporting  period.  Actual  results
could differ from those estimates.

Income tax
----------

We follow Financial  Accounting  Standards Board ("FASB") Statement of Financial
Accounting  Standards  ("SFAS") No. 109, ASC 740 - "Accounting for Income Taxes"
("ASC 740"). This standard  requires the use of an asset and liability  approach
for financial accounting for and reporting of income taxes. If it is more likely
than not that some  portion or all of a deferred tax asset will not be realized,
a valuation allowance is recognized.

Net loss per share
------------------

The net loss per share is  computed  by  dividing  the net loss by the  weighted
average number of shares of common  outstanding.  Warrants,  stock options,  and
other  dilutive  instruments  are not included in the  computation if the effect
would be anti-dilutive. As of and for the year ended December 31, 2010 and 2009,
350,000 common shares issuable under warrants outstanding were excluded from the
diluted loss per share calculation because they would be anti-dilutive.

General and administrative costs
--------------------------------

General and  administrative  costs include those costs  allocated to the ongoing
expenditures of running the Company's  business  including in general such items
as office overhead, professional fees and management compensation.


                                       26
<PAGE>

NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
        (continued)

Revenue recognition
-------------------

Revenue is recognized on an accrual basis as earned under  contract  terms,  the
product  or  service  price  to  the  client  is  fixed  or  determinable,   and
collectability is reasonably assured.  More specifically,  revenue is recognized
when ordered products are shipped,  and any corresponding  consulting and design
services have been rendered.  Services performed under contract,  which may vary
in length,  are  recognized on an ongoing basis over the life of the contract as
services  are  performed.  Billings  are  presented to clients for time spent as
opposed to being fixed price,  with billing rates and product prices agreed upon
in advance  of work  performance  or  product  shipment.  Any  partial  up-front
payments  received under contract are recorded as a deposit liability until such
time as services  required  under the  contract  are  performed.  The  Company's
consulting  service  contracts  generally  allow either  party to terminate  the
contract upon reasonable  notice.  Revenue generated in the capacity of an agent
is  presented  on a net basis  pursuant to ASC 605.  The prior year  revenue was
reclassified  and  presented on a net basis to conform  with the current  year's
presentation.

Financial Instruments
---------------------

The  Company's  financial  instruments  consist  principally  of cash  and  cash
equivalents,  accounts  receivables,  and  related  party  payables.  Management
believes that the recorded values of our other financial instruments approximate
their current fair values because of their nature and relatively  short maturity
dates or durations.

Stock based compensation
------------------------

The Company accounts for employee and  non-employee  stock awards under ASC 718,
whereby equity  instruments  issued to employees for services are recorded based
on the fair value of the instrument issued and those issued to non-employees are
recorded based on the fair value of the consideration received or the fair value
of the equity instrument,  whichever is more reliably measurable.  There were no
employee  stock  options  issued or  outstanding  at December 31, 2010 and 2009.
Products and services, geographic areas and major customers

The Company earns revenue from the sale of art products and consulting services,
but does not separate sales into  different  operating  segments.  All sales are
domestic  and to  external  customers.  All  Company  sales for the period  from
December 31, 2010 and 2009 of $1,019 and $309 were to two customers.

Recently Issued Accounting Pronouncements
-----------------------------------------

The Company has evaluated all the recent accounting  pronouncements  through the
filing date and  believes  that none of them will have a material  effect on the
Company. Reclassifications

Certain  prior amounts have been  reclassified  to conform with the current year
presentation

NOTE 2. GOING CONCERN

The Company has suffered a loss from  operations and in all  likelihood  will be
required to make  significant  future  expenditures in connection with marketing
efforts  along with general  administrative  expenses.  These  conditions  raise
substantial  doubt about the Company's  ability to continue as a going  concern.
The accompanying  financial statements do not reflect any adjustments that might
result if the Company is unable to continue as a going concern.

The  Company  may  raise  additional  capital  through  the  sale of its  equity
securities,  through an offering of debt securities,  or through borrowings from
financial institutions. By doing so, the Company hopes through marketing efforts
to generate  revenues from sales of its art consulting  and marketing  services.
Management  believes  that actions  presently  being taken to obtain  additional

                                       27
<PAGE>

funding provide the opportunity for the Company to continue as a going concern.

NOTE 3. INCOME TAXES

Deferred  income taxes arise from the temporary  differences  between  financial
statement  and  income  tax  recognition  of net  operating  losses.  These loss
carryovers  are limited  under the Internal  Revenue  Code should a  significant
change in ownership occur. The Company accounts for income taxes pursuant to ASC
740. At December  31,  2010 and 2009 the  Company had  approximately  $8,000 and
$6,000 and in unused  federal net operating loss  carryforwards,  which begin to
expire  principally in the year 2028.  The change in the valuation  allowance in
2010 and 2009 was approximately $2,800 and $2,000.

The  Company's  income  tax  filings  are  subject  to audit by  various  taxing
authorities.  The Company's  open audit periods are 2007,  2008,  2009 and 2010,
although, the statute of limitations for the 2007 tax year will expire effective
March 15, 2011. In  evaluating  the Company's  provisions  and accruals,  future
taxable income, and reversal of temporary  differences,  interpretations and tax
planning  strategies  are  considered.  The Company  believes its  estimates are
appropriate based on current facts and circumstances.

NOTE 4. NOTE AGREEMENT

The Company has entered into a note  agreement with an outside party under which
it may borrow up to $250,000 at 15% per annum to fund  Company  operations.  The
stated due date on any funds borrowed under the agreement is May 31, 2009, which
was extended until  December 31, 2011.  The note  agreement  calls for quarterly
interest  payments,  with a rate of 24% per annum  accrued on late  amounts.  At
December  31,  2010 and 2009 no amounts had been  borrowed by the Company  under
this agreement, nor is the lending party under any binding obligation to lend to
the Company.

NOTE 5. STOCK COMPENSATION

In January  2008 the  Company  issued its parent  corporation  2,000,000  common
shares valued at $2,000 for formation stage consulting services.

Stock options and warrants
--------------------------

At  December  31,  2010 and 2009 the  Company  had stock  options  and  warrants
outstanding as described below.

The Company accounts for non-employee  stock options and warrants under ASC 718,
whereby  option and warrant  costs are  recorded  based on the fair value of the
consideration  received  or the fair  value of the  equity  instruments  issued,
whichever  is more  reliably  measurable.  Unless  otherwise  provided  for, the
Company covers option and warrant exercises by issuing new shares.

The Company had no outstanding  options or warrants at January 29, 2008.  During
the period from  January  29, 2008  (inception)  through  December  31, 2008 the
Company issued 300,000  warrants to purchase common stock in connection with the
$250,000  credit  facility,  and 50,000 of warrants for  services.  The warrants
allow  the  holder to  purchase  one share of  common  stock per  warrant  at an
exercise  price of $.001,  exercisable  through May 13, 2013.  The fair value of
these  warrant  grants  ($3,407)  was  estimated  on the date of grant using the
Black-Scholes  option  pricing model with the following  assumptions:  risk free
interest  rate  of  3.52,  dividend  yield  of 0%,  expected  life  of 5  years,
volatility of 142%.  Volatility was calculated using the historical,  annualized
standard  deviation  method  employing stock prices of a limited activity public
entity. As there was and is currently no trading market for the Company's stock,
it was impractical for the Company to calculate  volatility  using its own share
price,  therefore the Company used the stock price of a publicly  traded company
with limited activity to approximate  anticipated  volatility of its own shares.
The  trading  prices of a limited  activity  public  company  was chosen to best
estimate  the  Company's  own stock price  volatility  as the Company  currently
conducts  only  limited  operations  and there can be no  guarantee  of expanded
operations in the future. No warrants were exercised,  expired or were cancelled
during  the  period nor during  the year  ended  December  31,  2010,  leaving a
December  31,  2010 and 2009  balance of  350,000  non-employee  stock  warrants

                                       28
<PAGE>

outstanding.  In addition,  there was no unamortized  compensation expense as of
December 31, 2010 and 2009.

NOTE 6. SPIN OFF TRANSACTION

Effective in December 2009 the Company was spun off from its parent  corporation
Art  Design,  Inc.  (the  "Parent").  The Parent  returned  to the  Company  the
2,000,000 common shares in the Company held by the Parent,  and the Company then
distributed  to each  Art  Design,  Inc.  shareholder  one  common  share of Art
Dimensions,  Inc.  for  each  ten  shares  of  Art  Design,  Inc.  held  by  the
shareholder.  This resulted in a distribution of 1,082,060 Art Dimensions,  Inc.
common shares,  after which Art  Dimensions,  Inc. was no longer a subsidiary of
Art  Design,  Inc.  The net  change  in the  outstanding  common  shares  of Art
Dimensions, Inc. after the return and redistribution of shares was a decrease of
917,940 common shares.  The Company recorded paid in capital from debt relief of
$8,458 from amounts due to the Parent which the Parent forgave upon spin off.

NOTE 7. RELATED PARTY TRANSACTIONS

The Company has borrowed money from a company affiliated through common control.
The related  party  payable  balance was $15,000 at December 31, 2010.  The loan
does not bear interest and is payable upon demand.

ITEM 9. DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

We did not have any  disagreements on accounting and financial  disclosures with
our present accounting firm during the reporting period.

ITEM 9A. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

     An  evaluation  was  carried  out  under  the   supervision  and  with  the
participation  of the Company's  management,  including its Principal  Executive
Officer and Principal  Financial Officer,  of the effectiveness of the Company's
disclosure  controls and  procedures as of the end of the period covered by this
report  on Form  10-K/A.  Disclosure  controls  and  procedures  are  procedures
designed  with  the  objective  of  ensuring  that  information  required  to be
disclosed in reports filed under the  Securities  Exchange Act of 1934,  such as
this Form 10-K/A, is recorded,  processed,  summarized and reported,  within the
time period  specified in the  Securities  and Exchange  Commission's  rules and
forms,  and that such  information is  accumulated  and is  communicated  to the
Company's  management,  including the Company's  Principal Executive Officer and
Principal  Financial  Officer,  or  persons  performing  similar  functions,  as
appropriate,  to allow timely decisions regarding required disclosure.  Based on
that  evaluation,  management  concluded  that,  as of December  31,  2010,  the
Company's disclosure controls and procedures were effective.

Management's Report on Internal Control over Financial Reporting

     Management  is  responsible  for  establishing  and  maintaining   adequate
internal  control  over  financial  reporting  and  for  the  assessment  of the
effectiveness  of internal control over financial  reporting.  As defined by the
Securities and Exchange Commission, internal control over financial reporting is
a process  designed  by, or under the  supervision  of the  Company's  Principal
Executive  Officer  and  Principal  Financial  Officer  and  implemented  by the
Company's  Board of  Directors,  management  and  other  personnel,  to  provide
reasonable  assurance  regarding the reliability of financial  reporting and the
preparation  of the  Company's  financial  statements  in  accordance  with U.S.
generally accepted accounting principles.

     Because  of its  inherent  limitations,  internal  control  over  financial
reporting  may not prevent or detect  misstatements.  Also,  projections  of any
evaluation  of  effectiveness  to future  periods  are  subject to the risk that
controls may become  inadequate  because of changes in  conditions,  or that the
degree of compliance with the policies or procedures may deteriorate.

                                       29
<PAGE>

     The  Company's  Principal  Executive  Officer and the  Principal  Financial
Officer  evaluated  the  effectiveness  of the Company's  internal  control over
financial  reporting  as of December 31, 2010 based on criteria  established  in
Internal  Control - Integrated  Framework  issued by the Committee of Sponsoring
Organizations of the Treadway  Commission,  or the COSO Framework.  Management's
assessment  included  an  evaluation  of the  design of the  Company's  internal
control over financial reporting and testing of the operational effectiveness of
those controls.

     Based on this evaluation,  management concluded that the Company's internal
control over financial reporting was effective as of December 31, 2010.

Changes in Internal Control Over Financial Reporting

     There  was no change  in the  Company's  internal  control  over  financial
reporting  that  occurred  during  the  most  recent  fiscal  quarter  that  has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

Nothing to report.


                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

The following  tables set forth  information  regarding  the  Company's  current
executive officers and directors as of December 31, 2010:

Name:                           Age     Position:
-------------------------------------------------------------------------------

Rebecca Gregarek                 55     President and Director
Kathy Sheehan                    48     Secretary-Treasurer and Director

     Rebecca  Gregarek was appointed the President and a Director of our company
on January 29, 2008.  She has been involved in the interior  design  business in
various  capacities since 1975. She has been a Director of ATDN since May, 2007.
From 2005 to the present,  she has also been an Interior Design  Consultant with
By Design Group, Englewood,  Colorado.  From 2001-2005,  she was associated with
Home Builders Flooring, LLC- HBF Designs, Denver, Colorado. This group worked at
the Shea Design  Center in Highlands  Ranch,  Colorado to develop  custom window
Coverings and after-market  sales for new home buyers.  She oversaw a sales team
in training and developing marketing and advertising  strategies.  Her group won
the JD Powers  Award for  customer  satisfaction  for 2001,  2002 and 2003.  Ms.
Gregarek  does not hold an  academic  degree  but  attended  Arapahoe  Community
College,  with courses in Interior  Design.  She is a Certified  Window  Fashion
Designer and a member of American Society of Interior Designers. She will devote
approximately  20 hours per month to carry out her  responsibilities  for us and
approximately 10 hours per month to carry out her duties as a member of the ATDN
Board of Directors.

     Kathy Sheehan has been the Secretary-Treasurer, Chief Financial Officer and
a Director of our company  since  inception  January 29, 2008.  She has been the
President  Chief Executive  Officer,  Treasurer,  Chief Financial  Officer and a
Director of ATDN. since inception in January,  2002. She has also been the Chief
Financial Officer, director and principal owner of Accessory Warehouse,  Inc., a
private company in the wholesale art framing  manufacturing  and home furnishing
warehouse business,  located in Denver,  Colorado, from 1992 to the present. She
attended Front Range Community  College from 1980 to 1983. She has completed the
Dale Carnegie Leadership Course. She will devote a minimum of 10 hours per month
to our operations and  approximately  40 hours per month to carry out her duties
as an officer and director of ATDN.

     Neither  can  be  considered  to  be an  independent  director.  We do  not
presently have the resources to hire one or more independent  directors but plan
to do so as soon as we are able.

Committees of the Board of Directors

                                       30
<PAGE>

     Currently, we do not have any committees of the Board of Directors.

Director and Executive Compensation

     No  compensation  has been paid and no stock options granted to any officer
or director in the last three fiscal years.

Employment Agreements

     We have no written employment agreements with our executive officer.

Equity Incentive Plan

     We have not  adopted  an equity  incentive  plan,  and no stock  options or
similar instruments have been granted to any of our officers or directors.

Indemnification and Limitation on Liability of Directors

     Our Articles of  Incorporation  limit the liability of our directors to the
fullest extent permitted by Colorado law.  Specifically,  our directors will not
be  personally  liable to our company or any of its  shareholders  for  monetary
damages for breach of fiduciary duty as directors,  except liability for (i) any
breach of the director's duty of loyalty to the corporation or its shareholders;
(ii) acts or omissions not in good faith or which involve intentional misconduct
or a knowing  violation of law;  (iii) voting for or assenting to a distribution
in violation of Colorado Revised  Statutes Section  7-106-401 or the articles of
incorporation  if it is established that the director did not perform his duties
in compliance with Colorado Revised Statutes  Section  7-108-401,  provided that
the personal  liability of a director in this  circumstance  shall be limited to
the amount of  distribution  which  exceeds  what  could  have been  distributed
without violation of Colorado Revised Statutes Section 7-106-401 or the articles
of  incorporation;  or (iv) any transaction from which the director  directly or
indirectly  derives an  improper  personal  benefit.  Nothing  contained  in the
provisions  will be  construed  to  deprive  any  director  of his  right to all
defenses  ordinarily  available  to the  director  nor will  anything  herein be
construed to deprive any director of any right he may have for contribution from
any other director or other person.

     At present,  there is no pending litigation or proceeding  involving any of
our  directors,  officers,  employees  or agents where  indemnification  will be
required or permitted.  Insofar as indemnification for liabilities arising under
the  Securities  Act of 1933 may be  permitted  to our  directors,  officers and
controlling persons pursuant to the foregoing provisions,  or otherwise, we have
been  advised  that in the opinion of the  Commission  such  indemnification  is
against  public  policy  as  expressed  in the  Securities  Act of 1933  and is,
therefore, unenforceable.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
the Company's  directors and executive  officers,  and persons who own more than
10% of a registered class of the Company's outstanding equity securities to file
with the Securities  and Exchange  Commission  initial  reports of ownership and
reports of changes in ownership of Common Stock and other equity  securities  of
the Company. Officers,  directors and greater than 10% shareholders are required
by SEC regulations to furnish the Company with copies of all Section 16(a) forms
they file. We have nothing to report in this regard.

Director and Executive Compensation

     No  compensation  has been paid and no stock options  granted to any of our
officers or directors in the last three fiscal years.

Code of Ethics

     Our board of  directors  has not adopted a code of ethics but we plan to do
so.

                                       31
<PAGE>


Item 11. EXECUTIVE COMPENSATION.

     No  compensation  has been paid and no stock options  granted to any of our
officers or directors since our incorporation in January, 2008.

ITEM 12.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS.

The following table sets forth, as of December 31, 2010,  information  regarding
the ownership of our common stock by:

     *    persons who own more than 5% of our common stock;

     *    each of our directors and each of our executive officers; and

     *    all directors and executive officers as a group.

     We had 1,082.060 shares issued and outstanding as of December 31, 2010. The
following table reflects our stock ownership as of that date.

Name and Address of                No. of        Percentage of
Beneficial Owner                Common Shares     Ownership
-------------------------------------------------------------------------------

Todd and Kathy Sheehan (1)        515,000          37.3%
3636 S. Jason Street
Englewood, CO 80110

Rebecca Gregarek (2)              625,000          45.2%
3636 S. Jason Street
Englewood, CO 80110

All Officers and Directors      1,140,000          82.5%
as a Group
(two persons) (3)
      -------------------

     (1) Kathy and Todd Sheehan are husband and wife. Kathy Sheehan owns 255,000
shares of record.  Todd Sheehan owns 245,000 shares of record the minor children
of Mr. and Mrs. Sheehan own a total of 15,000 shares of record.

     (2)Rebecca Gregarek owns 320,000 shares of record. Her husband, David, owns
10,000 shares of record.  Her minor child owns 5,000 shares of record. Her adult
child owns 5,000 shares of record, for which she disclaims beneficial ownership.
Her husband,  David,  is a part owner of Spyglass,  which has loaned funds to us
and which has a warrant to purchase 300,000 shares of our common stock, which is
included in this table.

     (3) Shares held by all  officers  and  directors  as a group are also being
beneficially held by other individuals.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     On June 1, 2008, an  organization  named  Spyglass  Investment  Partnership
("Spyglass  ")  agreed to  provide  operating  capital  in the form of a loan of
$250,000  to  cover  operating  expenses.  The  husband  of Mrs.  Gregarek,  our
President,  David Gregarek, is an owner of Spyglass. The loan matured on May 31,
2010,  and we entered  into a new loan.  This loan is  evidenced by an unsecured
promissory  note which now due December 31, 2011. The  transaction  was reviewed
and approved by our director,  Mrs. Sheehan, who has no interest in Spyglass. At
December 31, 2010 no amounts had been borrowed by us under this  agreement,  nor
is the lending party under any binding obligation to lend to us.


                                       32
<PAGE>

     We issued have a total of 300,000  warrants to Spyglass,  exercisable  at a
price of $0.001 per share subject to adjustment, for a period of five years from
the date of issuance. These warrants were issued as an additional inducement for
Spyglass to loan us $250,000.  The warrants are subject to registration  rights.
The husband of Mrs.  Gregarek,  our President,  David  Gregarek,  is an owner of
Spyglass.  We have  not  received  anything  else of value  from  Mr.  Gregarek,
directly or indirectly, and have no plans to receive anything else.

     Rebecca Gregarek,  our President,  and , David Gregarek, her spouse, and an
owner of Spyglass  will own  approximately  45.2% of our issued and  outstanding
shares of common  stock,  after  giving  effect to the  exercise  of the 300,000
warrants  held by Spyglass.  Todd Sheehan and Kathy  Sheehan,  owns and controls
515,000 shares of stock thereby  controlling  approximately  37.3% of our issued
and  outstanding  shares of common  stock.  As a group,  these  individuals  own
approximately 82.5% of our issued and outstanding shares of common stock.

     We borrowed money from a company  affiliated  through common  control.  The
related  party payable  balance was $15,000 at December 31, 2010.  The loan does
not bear interest and is payable upon demand.

     We use the  offices  of ATDN.  No expense  provision  for this use has been
provided since it has been determined that it is immaterial.

ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES

     Our independent  auditor,  MaloneBailey,  LLP Certified Public Accountants,
billed an  aggregate  of $5,000 for the year  ended  December  31,  2010 and for
professional  services  rendered for the audit of the Company's annual financial
statements  and review of the  financial  statements  included in its  quarterly
reports. Ronald R. Chadwick, P.C., our former accountant, billed an aggregate of
$7,500  for the year  ended  December  31,  2009 and for  professional  services
rendered for the audit of the Company's annual  financial  statements and review
of the financial statements included in its quarterly reports.

     We do not  have an audit  committee  and as a result  our  entire  board of
directors  performs  the duties of an audit  committee.  Our board of  directors
evaluates the scope and cost of the  engagement of an auditor before the auditor
renders audit and non-audit services.


ITEM 15. EXHIBITS FINANCIAL STATEMENT SCHEDULES.

     The following financial information is filed as part of this report:

(a)     (1) FINANCIAL STATEMENTS

        (2) SCHEDULES

        (3) EXHIBITS. The following exhibits required by Item 601 to be filed
            herewith are incorporated by reference to previously filed
            documents:

       Exhibit
       Number     Description
-------------------------------------------------------------------------------

        3.1*     Articles of Incorporation
        3.2*     Bylaws
        4.1*     Warrant dated June 1, 2008 for Spyglass Investment Partnership
        4.2*     Warrant dated June 1, 2008 for David Wagner & Associates, P.C.
        5.1      Opinion re: Legality
        10.1*    Promissory note dated June 1, 2008 with Spyglass Investment
                 Partnership
        10.2*    Promissory note dated June 1, 2009 with Spyglass Investment
                 Partnership
        10.3*    Promissory note dated June 1, 2010 with Spyglass Investment
                 Partnership
        10.4     Promissory note dated December 31, 2010 with Spyglass
                 Investment Partnership
        31.1     Certification of CEO pursuant to Sec. 302
        32.1     Certification of CEO pursuant to Sec. 906
        31.2     Certification of CFO pursuant to Sec. 302
        32.2     Certification of CEO pursuant to Sec. 906


                                       33
<PAGE>

* Previously filed

(b)  Reports on Form 8-K.  No reports  were filed under cover of Form 8-K during
the fourth quarter of the fiscal year ended December 31, 2010.


                                       34
<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.

                                   Art Dimensions, Inc.

Date: September 20, 2012
                                   By:/s/ Rebecca Gregarek
                                      ----------------------------------
                                      Rebecca Gregarek
                                      President and 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 and on the dates indicated.


Date: September 23, 2012           By:/s/ Kathy Sheehan
                                      ----------------------------------
                                      Kathy Sheehan
                                      Principal Financial and
                                      Accounting Officer and a
                                      Director


Date: September 20, 2012           By:/s/ Rebecca Gregarek
                                      ----------------------------------
                                      Rebecca Gregarek
                                      Principal Executive Officer and
                                      a Director

                                       35
<PAGE>