SECURITIES & EXCHANGE COMMISSION
                        Washington, D.C., 20549

                               FORM 10-KSB

              ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
                 of the Securities Exchange Act of 1934
             For the Fiscal Year Ended December 31, 1999
                    Commission File Number: 33-17229-D

                            ART CARDS, INC.
        (Exact name of Registrant as specified in its Charter)

         Colorado                                  84-0978589
    (State or other jurisdiction of           (I.R.S. Employer
      incorporation or organization)             Ident. Number)

                933 Pearl Street, Denver, Colorado 80203
       (Address of principal executive offices)     (zip code)

                          (303) 831-9335
        (Registrant's telephone number, including area code)

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

                                    None

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
Contained to the best of Registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of
this Form 10-K or any amendments to this Form 10-K.

[X]


Indicate by check mark whether 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 [  ]

The aggregate market value of the Registrant's voting stock held as of
February 29, 2000, by nonaffiliates of the Registrant was approximately
$24,815,240 based on the closing bid on that day of $.055.

As of February 29, 2000, the Registrant had 978,402,000 shares of its
$0.0001 par value common stock outstanding.











































                                  FORM 10-KSB
                                ART CARDS, INC.

                               TABLE OF CONTENTS
Item
 No.             Description
                                                       Page


PART I

1.  Business
2.  Properties
3.  Legal Proceedings
4.  Submission of Matters to a Vote of Security Holders

                                    PART II

4.  Market for the Registrant's Common Equity and Related Stockholder
    Matters
6.  Management's Discussion and Analysis or Plan of Operations
7.  Financial Statements and Supplementary Data
8.  Changes and Disagreements with Accountants on Accounting and Financial
    Disclosure

                                  PART III

9.  Directors, Executive Officers, Promoters and Control Persons of the
    Registrant
10. Management Remuneration and Transactions
11. Security Ownership of Certain Beneficial Owners
12. Management Transactions


 PART IV

14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
    Signatures




















FORM 10-KSB                                     ART CARDS, INC.

December 31, 1999

PART I

ITEM 1.  BUSINESS
(a)  General Development of Business

Art Cards, Inc. ("Registrant" or the "Company") was incorporated under
the laws of the state of Colorado on January 30, 1984, as World
Greetings, Inc. And changed its name to Art Cards, Inc. on March 31,
1987. The Company designed, manufactured, produced and marketed greeting cards.

On November 7, 1993, the Company sold its remaining inventory of greeting
cards, approximately 337,000, for $22,000 and is no longer in the business
of designing, manufacturing, producing and marketing greeting cards although
it still accepts special orders for greeting cards. The Company is currently
looking for a suitable candidate to merge with or be acquired by. To date, the
 Company has not located a suitable candidate.

On June 28, 1991, the Company entered into a five-year license agreement with
 Recycled Paper Products, Inc. (Recycled Paper) and Rob Barber. Recycled Paper
 has the exclusive right to receive, sell and distribute greeting cards and
related products created by Rob Barber in the United States, Canada and
Australia. Recycled Paper has agreed to pay the Company and Rob Barber five
 percent (5%) of all net sales. In addition, Recycled Paper has agreed to pay
the Company and Rob Barber fifty percent (50%) of all license fees, advances
against royalties and royalties that Recycled Paper may receive from
sublicenses granted by Recycled Paper. Such sublicenses may only be granted
outside the United States, Canada and Australia. Recycled Paper has the option
to extend the license agreement for an additional five years, provided certain
minimum royalties and license fees are paid by Recycled Paper.

On March 23, 1992, the Company entered into an exclusive distribution
agreement with The Noteworthy Marketing Group, Inc. (Noteworthy).
Noteworthy was appointed the exclusive distributor (except for Recycled
Paper, as described above) for sale of the Company's inventory of cards at
wholesale and retail prices within the United States and its territories.
Pursuant to the terms of the agreement, the Company was to receive a royalty
 of fifty-five percent (55%) of the gross revenues actually collected from
customers (net of discounts and allowances actually allowed customers, not
to exceed five percent (5%) from the sale of inventory by Noteworthy. The
agreement was to expire on December 31, 1993, or when the Company's total
inventory of cards existing as of the date of the agreement was depleted,
whichever occurred first. However, by mutual consent, the Company and
Noteworthy terminated the agreement on March 22, 1993, due to Noteworthy's
inability to obtain customers for the Company' s products. All inventory was
returned to the Company by April 15, 1993.



Recent Letter of Intent with uMember.com, Inc.

On January 28, 2000 the Company signed a letter of intent with
uMember.com, Inc. ("uMember") whereby the Company would acquire 100% of the
issued and outstanding common stock of uMember in exchange for 17,000,000
shares of the Company's common stock. The merger is intended to qualify as a
tax-free reorganization under Section 368 of the Internal Revenue Code of 1986.

Prior to the acquisition the Company will seek shareholder approval of a
reverse stock split of approximately 1 for 2,050 to reduce the issued and
outstanding number of shares of the Company to approximately 476,500 shares.

In addition, the President of the Company would sell 27,880,000 shares of his
Common stock to uMember for $180,000 in cash.

uMember will pay the Company $70,000 to pay existing debt of which $25,000 is
nonrefundable and payable upon execution of the letter of intent and the
remaining $45,000 will be payable upon closing.

Upon closing the Company will also issue a finders fee of 2,537,000 shares of
common stock.

The acquisition of uMember, if consummated, will be accounted for as a
reverse merger since the shareholders of uMember will own 85% of the issued
and outstanding common stock of the Company immediately following the
acquisition.

If this agreement is not executed by March 31, 2000, this letter

(b)  Financial Information About Industry Segments

Since its inception, the Company's revenues, operating profit or loss and
identifiable assets were attributable to only one industry segment and the
Company has been engaged in only one line of business, which was the
designing, manufacturing, producing and marketing of greeting cards,
postcards, poster grams and similar products.

(c)  Narrative Description of Business

The Company was engaged in the business of designing, manufacturing,
producing and marketing a proprietary line of greeting cards and related
 products. The Company published between 100 and 200 designated graphic
images from several contemporary artists, including John Lennon, Yoko Ono,
Yuri Dojc, Giancarlo Impiglia and David Gerstein.

On November 7, 1993, the Company sold its remaining inventory of greeting
cards, approximately 337,000, for $22,000 and is no longer in the business
of designing, manufacturing, producing and marketing greeting cards although
it still accepts special orders for greeting cards. The Company is currently
looking for a suitable candidate to merge with or be acquired by. To date,
the Company has not located a suitable candidate.

The Company's greeting cards were marketed in the United States and Canada
through independent distributors and were displayed in retail outlets
throughout the United States. These distributors called on card shops,
stationery stores, department stores, bookstores, drug stores and several
other types of retail sales outlets. The Company's products were represented
in numerous outlets in the United States.

(iv)  Patents, Trademarks and Licenses

On June 12, 1990, the Company's trademark, Art Cards, and design were
registered with the United States Patent and Trademark Office on the
Supplemental Register, Registration Number 1,601,644. The registration
is in effect until June 12, 2000.

Licensing Agreements.  The Company's ability to design, manufacture,
produce and market a proprietary line of greeting cards was dependent
upon the acquisition of the rights to images of artists upon which the
cards are based. To this end, the Company entered into a number of
licensing agreements, including the following:

John Lennon--Marigold Enterprises, Ltd.  The Company, as more fully
described below, entered into two license agreements with Marigold
Enterprises, Ltd. (Marigold), of which Marilyn Goldberg, a director and
shareholder of the Company, is an officer, director and 100 percent
shareholder. Marigold is engaged in the business of publication and
distribution of fine art graphics, limited edition prints and posters,
as well as acting as a licensing and marketing agent with respect to
contract rights by artists. (See Item 13, Certain Relationships and
Related Transactions.) Pursuant to the license agreements, the Company
 had an exclusive, worldwide license to use certain graphic images of artists
in the design and production of its greeting cards, posters and related
products.

In July 1987, the Company entered into a License Agreement with Marigold
which was consented to by the Estate of John Lennon and which granted to
the Company the right to use drawings and lyrics of musical composition
created and composed by John Lennon in a line of greeting cards to be
produced by the Company. The extended term of the agreement terminates
in September 1996. Written approval of each card was required prior to
manufacture by the Company. The Company was required to create and
manufacture specific minimums per year.

Also in June 1987, the Company entered into a License Agreement with
Marigold which grants to the Company the exclusive right, until October
1997, to use certain designated images by Giancarlo Impiglia, Yuri Dojc
and David Gerstein in the manufacture, distribution and sale of greeting
 cards. In consideration of the exclusive license agreement, the Company
 has agreed to pay Marigold certain royalties for each artist covered by
 the agreement for use either as a postcard or a greeting card.

(v) Seasonal Business. The Company's business was not seasonal in nature.

(vi) Working Capital. Not Applicable.

(vii) Customer Dependence. Not Applicable.

(viii) Backlog of Orders. Not Applicable.

(ix) Government Contracts. Not Applicable.

(x) Competition. Not Applicable.


(xi) Research and Development. The Company did not engage in any
material research and development activities during the last three years.

(xii) Environmental Regulations. Compliance wwith federal, state and local
provisions regulating the discharge of materials into the environment does
not have any material effect on the capital expenditures, earnings and
 competitive position of the Company.

(xiii) Employees. The Company presently has no employees.

(d) Financial Information About Foreign and Domestic Operations and Export
Sales
          Not Applicable.

ITEM 2.  PROPERTIES

The Company's executive offices are located at 933 Pearl Street, Denver,
Colorado.

ITEM 3.  LEGAL PROCEEDINGS

The Company is not a party to any legal proceedings.

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

During the Company's fourth quarter for the fiscal year ended December 31,
1998, no matter was submitted to a vote of the Company's security holders,
either by proxy solicitation or otherwise.

                                      PART II

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

(a)  Market Information

There is no established public trading market for the Company's common
stock.

(b)  Holders

As of February 29, 2000, the Company had approximately 1,000 shareholders of
record of its common stock.

(c)  Dividends

The Company has not declared cash dividends on its common stock since its
inception and the Company does not anticipate paying a cash dividend in the
 foreseeable future.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

Liquidity and Capital Resources

During the fiscal year ended December 31, 1999, the Company's working
capital deficit changed slightly from ($62,355) at December 31, 1998 to
($70,000) at December 31, 1999. The increase is the result of expenses
paid by the President on behalf of the Company. The Company is no
longer in the business of designing, manufacturing, producing and
marketing greeting cards although it still accepts special orders for
greeting cards. The Company's auditors have included modifications in
their report as to the Company's ability to continue as a going concern
due to the significant operating losses and working capital deficit. The
Company is currently seeking a business combination. There are no
assurances the Company will be successful in combining with any other
entity.

Results of Operations

Year Ended December 31, 1999 Compared to Year Ended December 31, 1998

The results of operations for the years ended December 31, 1999 and 1998,
reflect the cessation of operations for the Company. Since the Company has
 ceased operations the Company has minimal operating expenses, primaily
representing legal and accounting fees. The Company no longer actively
markets its greeting cards and has sold its entire inventory in 1993.

Inflation

The management of the Company does not believe that inflation has had any
material effect on the Company during the fiscal years ended December 31,
1999 and 1998.

ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements are filed as part of this Annual report on Form
10-KSB.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE        Not Applicable.

                                 PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS OF
THE REGISTRANT

(a)  Identification of Directors

The present term of office of each director will expire at the next annual
meeting of shareholders. The name, position with the Company and the age of
each director, and the period during which each director has served are as
follows:

<TABLE>
Name and position, if any,
in the Company                  Age               Director Since
<S>                             <C>                <C>
Richard H. Miller
(President and Chairman
 of the Board)                   54                       1984

Marilyn R. Goldberg              54                       1984

John W. Rapparlie                56                       1987
</TABLE>

There was no arrangement or understanding between any director and any
other person pursuant to which any director was selected as a director.

(b)  Identification of Executive Officers

The executive officers of the Company are elected annually. Each executive
 officer shall hold office until his successor duly is elected and qualified
or until his resignation or until he shall be removed in the manner
provided by the Company's Bylaws. The Company's executive officers, their ages,
 positions with the Company and periods during which they have served as
such are as follows:
<TABLE>

Name of Executive Officer and
 Position in Company             Age               Officer Since
<S>                              <C>               <C>
Richard H. Miller
(President and Chairman
 of the Board)                    54                    1984
</TALBE>

There was no arrangement or understanding between any executive officer
and any other person pursuant to which any executive officer was selected
as a executive officer.

(c)   Identification of Certain Significant Employees.
        Not Applicable.

(d)  Family Relationships.  There are no family relationships between any
officers and directors of the Company.

(e)  Business Experience

   (1)  Background.  The following is a brief account of the business
experience during the past five years of each director and executive
officer:


</TABLE>
<TABLE>
Name of Director                     Principal Occupation During
or Officer                           The Last Five Years
<S>                                 <C>
Richard H. Miller                    Chairman of the Board and President
                                     of the Company.

Marilyn R. Goldberg                   President of Marigold Enterprises,
                                      Ltd., a publisher and distributor
                                      of
                                      fine art graphics, limited edition
                                      prints and posters.

John W. Rapparlie                    Chief Executive Officer since July
                                     1986 and President and Sales Director
                                     for Paper Cargo, Inc., a greeting
                                     card sales and marketing
                                     corporation,
                                     since August, 1982.
</TABLE>
     (2)  Directorships.  No director is a director of any company with a
class of securities registered pursuant to Section 12 of the Securities
Exchange Act of 1934 or subject to the requirements of Section 15(d) of
such Act or any company registered as an investment company under the
Investment Company Act of 1940.

(f)  Involvement in Certain Legal Proceedings.
     Not Applicable.

(g) Promoters and Control Persons.
    Not Applicable.

The Company does not have a class of equity securities registered pursuant
to Section 12 of the Exchange Act.

ITEM 10.  MANAGEMENT REMUNERATION AND TRANSACTIONS

(a)(1)  Cash Compensation.

There was no cash compensation to any officers in 1998 or 1997.

(b)(1)  Compensation Pursuant to Plans.

The Company has no option, pension, benefit plans or similar types of
compensation arrangements.

(b)(2)&(3)  Pension Table and Alternative Pension Plan Disclosure.
            Not Applicable.

(b)(4)  Stock Option and Stock Appreciation Right Plans.

The Company has no stock option or stock appreciation right plans for its
executive officers.

(c)  Other Compensation.

The Company does not pay other compensation to executive officers.
However, the Company may, from time to time, pay incidental compensation
consisting primarily of reimbursement for business related activities on
behalf of the Company. No such reimbursements were made in 1996 or 1995.

(d)  Compensation of Directors.

     (1)  Standard Arrangements.

There are no arrangements whereby directors are compensated for their
services as directors.

     (2)  Other Arrangements.
          Not Applicable.

(e)  Termination of Employment and Change of Control Arrangement.
     Not Applicable.









ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

(a)  Security Ownership of Certain Beneficial Owners.
The following person is the only person known to the Company who on
February 28, 1999, owned beneficially more than 5% of the Company's
$0.0001 par value common stock, its only class of outstanding voting
securities:

<TABLE>
Name and Address of       Amount and Nature of              Percent
Beneficial Owner          Beneficial Ownership (1)          Of Class
<S>                       <C>                              <C>
Richard H. Miller
933 Pearl Street,
Denver, Colorado 80203      514,315,800                      52.6
</TABLE>

(1)  Mr. Miller has the sole voting and investment power with respect to
the shares.

(b)  Security Ownership of Management.

The following table shows as of March 31, 1998, the shares of the
Company's $0.0001 par value common stock beneficially owned by each
director of the Company and the shares beneficially owned by all the
officers and directors of the Company as a group:
<TABLE>
                              Amount of Shares and Nature   Percent
Name of Beneficial Owner     of Beneficial Ownership (1)    of Class
<S>                          <C>                            <C>
Richard H. Miller                514,315,800                  52.6%

Marilyn R. Goldberg               10,000,000                  1.20%

John W. Rapparlie                    100,000                  0.01%


All Officers and Directors
 as a Group (3 Persons)          525,415,800                  53.81%

<CAPTION>
  (1) The beneficial owners listed have sole voting and investment power
with respect to the shares.
</CAPTION>
</TABLE>
(c)  Changes in Control.

There are no arrangements which may result in a change in control of the
Company.

ITEM 12.  MANAGEMENT TRANSACTIONS

  (a) and (b)  Transactions With Management and Others and Certain
Business Relationships.

The Company has entered into two license agreements with Marigold
Enterprises, Ltd. (Marigold), of which Marilyn Goldberg, a director and
shareholder of the Company, is an officer, director and 100 percent
shareholder. See item 1(c)(iv). No payments were required to be paid to
Marigold during 1998 and 1997 pursuant to the two agreements.

  (c)  Indebtedness of Management.

No director or executive officer of the Company and no associate of any
such director or executive officer was indebted to the Company at any time
since the beginning of the Company's last fiscal year in an amount in
excess of $100,000.

  (d)  Transactions with Promoters.
       Not Applicable.

                               PART IV

ITEM 13.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

Financial Statements included in this Report:

       Independent Auditor's Report

       Balance Sheets

       Statements of Operations

       Statements of Stockholders' Deficit

       Statements of Cash Flows

       Notes to Financial Statements




































                            Janet Loss, C.P.A., P.C.
                         1777 South Harrison, Suite 2100
                           Denver, Colorado 80210
                               (303)782-0878


To the Board of Directors and Shareholders
Art Cards, Inc.
Denver, Colorado


I have audited the accompanying balance sheets of Art Cards, Inc. (the
Company) as of December 31, 1999 and 1998, and the related statements of
operations, shareholders' deficit and cash flows for the years ended
December 31, 1999 and 1998. These financial statements are the
responsibility of the Company's management. My responsibility is to
express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with generally accepted auditing
standards. These 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 the Company as of
December 31, 1999 and 1998, and the results of its operations and its cash
flows for the years ended December 31, 1999 and 1998 in conformity with
generally accepted accounting principles.

The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As shown in the financial
statements, the Company has incurred net loss of ($7,645) and ($405)for
the years ended December 31, 1999 and 1998, respectively. In addition,
the Company has incurred losses to date in the amount of ($1,118,033).
The Company's significant operating losses raise substantial doubt
about its ability to continue as a going concern. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.



Janet Loss, C.P.A., P.C.

March 10, 2000





<TABLE>
<CAPTION>
                                  ART CARDS, INC.
                                  BALANCE SHEETS
</CAPTION>
                                            December 31,  December 31,
                                                1999        1998
ASSETS
<S>                                       <C>            <C>
CURRENT ASSETS:
Cash                                      $         0    $          5
----------------------------------------------------------------------
TOTAL CURRENT ASSETS                                0               5
----------------------------------------------------------------------
OTHER ASSETS:
Organization Costs, net of
  accumulated amortization of
  $14,509                                           0               0
----------------------------------------------------------------------
TOTAL OTHER ASSETS                                  0               0
----------------------------------------------------------------------
TOTAL ASSETS                             $          0     $         5
======================================================================

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT  LIABILITIES:
 Accounts Payable                        $         0     $         0
 Accrued liabilities, officer                 70,000          62,360
---------------------------------------------------------------------
  TOTAL CURRENT LIABILITIES                   70,000          62,360
---------------------------------------------------------------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT:
 Common Stock, $.0001 par value,
  3,000,000,000 shares authorized,
   978,402,000 shares
    issued and outstanding as of
     December 31, 1999 and 1998,
      Respectively                            97,840         97,840

Additional paid-in capital                   950,193        950,193

Accumulated deficit                       (1,118,033)    (1,110,388)
--------------------------------------------------------------------
TOTAL SHAREHOLDERS' DEFICIT                  (70,000)       (62,355)
--------------------------------------------------------------------
TOTAL LIABILITIES AND
 SHAREHOLDERS' DEFICIT                   $         0   $          5

=====================================================================
<CAPTION>
See independent auditor's report and notes to financial statements.
</CAPTION>
</TABLE>
<TABLE>
<CAPTION>
                              ART CARDS, INC.
                          STATEMENTS OF OPERATIONS

                For the Years Ended December 31, 1999 and 1998
</CAPTION>


                                                  1999            1998
<S>                                          <C>             <C>
Sales, net                                   $       -       $       -
-----------------------------------------------------------------------
OPERATING EXPENSES:
 Bank charges                                       5               70
 Legal and accounting fees                      3,850            1,350
 Stock transfer fees                            2,100                -
 Office Rent                                      600                -
 Telephone                                        450
 Travel expenses                                  640            3,985
-----------------------------------------------------------------------
 TOTAL OPERATING EXPENSES                       7,645            5,405
----------------------------------------------------------------------

NET INCOME (LOSS) BEFORE
 OTHER INCOME AND EXPENSES                     (7,645)          (5,405)
-----------------------------------------------------------------------
OTHER INCOME AND (EXPENSES):
 Income from proposed
  acquisition payments                              -            5,000
---------------------------------------------------------------------
NET INCOME (LOSS)                           $  (7,645)       $  (  405)
======================================================================
NET INCOME (LOSS)
PER SHARE OF COMMON STOCK BASIC AND DILUTED $         *     $        *
======================================================================
AVERAGE NUMBER OF
  COMMON SHARES OUTSTANDING                 978,402,000    945,068,666
======================================================================
* less than $.01 per share


<CAPTION>
See independent auditor's report and notes to financial statements.
</CAPTION>
</TABLE>











<TABLE>
<CAPTION>

                                   ART CARDS, INC.
                        STATEMENTS OF SHAREHOLDERS' DEFICIT

                  For the Years Ended December 31, 1999 and 1998

</CAPTION>

                     Number of
                     Shares      Par Value    Additional
                                               Paid-In
                                               Capital      Accumulated
                                                              Deficit
<S>                  <C>          <C>         <C>          <C>
Balances,
January 1, 1998      876,602,000  $87,660     $950,373     $(1,109,983)

Prior Year
 Adjustment            1,800,000      180         (180)

Common stock issued
 For cash advances   100,000,000   10,000

Net Loss for Year            --       --           --            (405)
----------------------------------------------------------------------
Balances,
December 31,1998    978,402,000  $97,840     $950,193     $(1,100,388)

Net Loss for Year                                              (7,645)
----------------------------------------------------------------------
Balances,
December 31, 1999   978,402,000  $97,840     $950,193     $(1,118,033)
======================================================================

<CAPTION>
See independent auditor's report and notes to financial statements.
</CAPTION>
</TABLE>















<TABLE>
<CAPTION>

                                 ART CARDS, INC.
                            STATEMENTS OF CASH FLOWS

                  For the Years Ended December 31, 1999 and 1998
</CAPTION>


                                                   1998           1997
<S>                                           <C>           <C>
Operating Activities:
 Net Income (Loss)                           $   (7,645)  $    (  405)

Adjustments to reconcile net loss
to net cash used in operating
activities:

Changes in operating assets
and liabilities:

  Increase (decrease) in accounts
    payable and other current
    liabilities                                   7,640        (9,600)
------------------------------------------------------------------------
NET CASH USED IN OPERATING ACTIVITIES                (5)      (10,005)
------------------------------------------------------------------------

Cash Flows From Financing Activities
   Proceeds from issuance of common stock              -       10,000
------------------------------------------------------------------------
Net Cash Provided By Financing Activities              -           (5)
------------------------------------------------------------------------
INCREASE (DECREASE) IN CASH
  AND CASH EQUIVALENTS                                (5)          (5)

CASH, BEGINNING OF YEAR                         $      5   $       10
=======================================================================
CASH, END OF YEAR                               $      -    $       5

=======================================================================

<CAPTION>
See independent auditor's report and notes to financial statements.
</CAPTION>
</TABLE>






                              ART CARDS, INC.
                      NOTES TO FINANCIAL STATEMENTS

NOTE A - ORGANIZATION

Art Cards, Inc. (the Company), formerly World Greetings, Inc., was
incorporated in Colorado on January 30, 1984, for the purpose of
manufacturing and marketing greeting cards and similar products. The
Company disposed of all its inventory in 1993 and no longer markets
greeting cards and similar products although it accepts special orders
for greeting cards.

The Company's ability to continue as a going concern is dependent upon
the Company's ability to obtain financing. The Company is currently
looking for a suitable candidate to merge with or be acquired by. The
financial statements do not include any adjustments that might result
from the outcome of this uncertainty.

NOTE B - SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates
The preparation of the Company's financial statements in conformity with
generally accepted accounting principles necessarily require management
to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the balance sheet date and reported amounts
of revenues and expenses during the reporting periods.

The Financial Standards Board has recently issued Statement of Financial
Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment of
Long-Lived Assets" and SFAS No. 123, "Accounting for Stock-Based
Compensation." SFAS No. 121 requires that long-lived assets and certain
identifiable intangibles be reported at the lower of the carrying amounts
 or their estimated recoverable amount and the adoption of this statement
 by the Company is not expected to have an impact on the financial
statements. SFAS No. 123 encourages the accounting for stock-based
employee compensation programs to be reported within the financial
statements on a fair-value based method. If the fair-value based method
is not adopted, then the statement requires proforma disclosure of net
income and earnings per share as if the fair value based method has been
 adopted. The Company has not yet determined how SFAS No. 123 will be
adopted nor its impact on the financial statements. Both statements are
effective for fiscal years beginning after December 15, 1995.

Cash and Cash Equivalents
The Company considers investments in Treasury Bills and certificates of
deposits with maturities of less than three months of the balance sheet
date to be cash equivalents.






                              ART CARDS, INC.
                      NOTES TO FINANCIAL STATEMENTS

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income Taxes
The Company adopted the provisions of Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" (SFAS 109), which changed
the criteria for measuring the provisions for income taxes and recognizing
 deferred tax assets and liabilities in the accompanying financial
statements. SFAS 109 requires recognition of deferred tax assets and
liabilities for the expected future tax consequences of events that
 have been included in the financial statements or tax returns. Under
 this method, deferred tax assets and liabilities are determined, based
 upon the difference between the financial statements and tax basis of
 assets and liabilities using enacted tax rates in effect for the year
in which the differences are expected to reverse. The adoption of SFAS
 109 did not have a material impact on the financial statements.

Net Loss Per Common Share
The net loss per share of common stock is determined using the weighted-
average number of shares issued and outstanding during the period,
according to rules of the Securities and Exchange Commission. The
Company's common stock equivalents were not included in the computation
because their effect was antidilutive.

Recent Accounting Pronouncements:

Statement of Financial Accounting Standards No. 130, "Reporting
Comprehensive Income" is effective for financial statements with
fiscal years beginning after December 5, 1997. Earlier application is
permitted.  SFAS No. 130 establishes standards for reporting and
display of comprehensive income and its components in a full set of
general-purpose financial statements.  The Company adopted SFAS No.
130 for 1998 and it did not have a material effect on its financial
position or result of operations.

Statement of Financial Accounting Standards No. 131, "Disclosure
about Segments of an Enterprises and Related Information" is
effective for financial statements with fiscal years beginning after
December 15, 1997.  The new standard requires that public business
enterprises report certain information about operating segments in
complete sets of financial statements of interim and annual periods
issued to shareholders.  It also requires that public business
enterprises report certain information about their products and
services, geographic areas in which they operate and their major
customers.  The Company has adopted SFAS No. 131; but, it did
not have a material effect on its results of operation for 1998 and
1997.

Statement of Financial Accounting Standards No. 132, "Employers'
Disclosures about Pension and Other Post retirement Benefits" is
effective for financial statements with fiscal years beginning after
December 31, 1997.  Earlier application is permitted.  The new
standard revises employers' disclosures about pension and other post
retirement benefit plans but does not change the measurement or
recognition of those plans.  SFAS No. 132 standardizes the disclosure
requirements for pensions and other post retirement benefits to the
extent practicable, requires additional information on change in the
benefit obligations and fair values of the plan assets that will
facilitate financial analysis, and eliminates certain disclosure
previously required when no longer useful.  The Company adopted SFAS
No. 132 in 1998 and it did not have a material effect on its results
of operation.

The FASB has recently issued Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and
Hedging Activities" ("SFAS No. 133").  SFAS No. 133 established
standards for recognizing all derivative instruments including those
for hedging activities as either assets or liabilities in the
statement of financial position and measuring those instruments at
fair value.  This Statement is effective for fiscal years beginning
after June 30, 1999.  The Company has not yet determined the effect
of SFAS No. 133 on its financial statement.

The FASB recently issued Statement of Financial Accounting Standards
No. 134 "Accounting for Mortgage Backed Securities Retained after the
Securitization of Mortgage Loans Held by Mortgage Banking Enterprises"
And is effective for the quarter beginning after December 15, 1998.
SFAS No. 134 establishes new reporting standards for certain activities
of mortgage banking enterprises that conduct operations that are
substantially similar to the primary operations of mortgage banking
enterprises. Management believes that adoption of this statement will
have no impact on the Company's financial statements.

NOTE C - LICENSE AGREEMENTS

The Company has entered into several license agreements with various
artists and publishers to use designated graphic images in its
manufacture, distribution and sale of greeting cards, postcards and
similar products. Generally, the license agreements are exclusive and
require royalties on net sales of licensed products by the Company.
Certain agreements can be terminated by the licensor, after specified
periods of time, if minimum sales requirements are not met. Under some
license agreements, the Company has made non-refundable advance royalty
payments. The advance royalties are charged to expense as they are earned
 by the licensor.

On June 28, 1991, the Company entered into a five-year license agreement
with Recycled Paper Products, Inc. (Recycled Paper) and Rob Barber.
Recycled Paper has the exclusive right to receive, sell and distribute
greeting cards and related products created by Rob Barber in the United
States, Canada and Australia. Recycled Paper has agreed to pay the Company
 and Rob Barber five percent of all net sales. In addition, Recycled Paper
 has agreed to pay the Company and Rob Barber 50 percent of all license
fees, advances against royalties and royalties that Recycled Paper may
 receive from sublicenses granted by Recycled Paper. Such sublicenses
may only be granted outside the United States, Canada and Australia.
Recycled Paper has the option to extend the license agreement for an
additional five years provided certain minimum royalties and license
fees are paid by Recycled Paper.



                              ART CARDS, INC.
                        NOTES TO FINANCIAL STATEMENTS

NOTE D - SHAREHOLDERS' DEFICIT
In connection with the Company's public offering, the Company issued ten
callable Class A common stock purchase warrants. Each Class A warrant
consists of one callable Class B common stock purchase warrant and also
entitles the holder to purchase ten additional shares of common stock at
an exercise price of $.0075 per share until February 9, 1996. Each Class
B warrant entitles the holder to purchase ten shares of common stock at
 an exercise price of $.01 per share until February 9, 1996. All of the
above-referenced warrants expired on February 9, 1996.

NOTE E - RELATED PARTY TRANSACTIONS

The Company leased office space from its president on a month-to-month
basis.

In 1999, the president paid $7,640 in expenses on behalf of the Company.

As of December 31, 1999, $70,000 was owed to the president for
expenses.

NOTE F - INCOME TAXES

Effective January 1, 1993, the Company adopted SFAS 109, "Accounting for
Income Taxes." As allowed by SFAS 109, prior years' financial statements
have not been restated.

As of December 31, 1999, the Company had net operating loss carry forwards
for income tax purposes of approximately $1,000,000 to offset future
taxable income. The net operating loss carry forwards expire through
2008. However, the Company's ability to utilize such losses to offset
future taxable income is subject to various limitations imposed by the
rules and regulations on the Internal Revenue Service.

The tax effects of the temporary differences and operating loss carry
forwards that give rise to significant portions of the deferred tax assets
 at December 31, 1999, are presented below. The entire valuation allowance
 was recorded during 1999.

<TABLE>
<S>                                <C>
  Net operating loss
    carry forwards                  $ 185,505
  Compensation expense not
    allowed for income tax
      reporting purposes                8,000
  Valuation allowance                (193,505)
----------------------------------------------

Balance, December 31, 1999          $       0
=============================================
<CAPTION>
There is no provision for income taxes in 1999 and 1998 because the
Company had net operating loss carryforwards of $185,505.
</CAPTION>
</TABLE>

                              ART CARDS, INC.
                     NOTES TO FINANCIAL STATEMENTS

NOTE G - LETTER OF INTENT

On January 28, 2000 the Company signed a letter of intent with
uMember.com, Inc. ("uMember") whereby the Company would acquire 100% of
 the issued and outstanding common stock of uMember in exchange for
17,000,000 sharesof the Company's common stock. The merger is intended
 to qualify as a tax-free reorganization under Section 368 of the
Internal Revenue Code of 1986.

Prior to the acquisition the Company will seek shareholder approval of
a reverse stock split of approximately 1 for 2,050 to reduce the issued
and outstanding number of shares of the Company to approximately 476,500
shares.

In addition, the President of the Company would sell 27,880,000 shares
of hisCommon stock to uMember for $180,000 in cash.

UMember will pay the Company $70,000 to pay existing debt of which
$25,000 is nonrefundable and payable upon execution of the letter of
intent and the remaining $45,000 will be payable upon closing.

Upon closing the Company will also issue a finders fee of 2,537,000
shares of common stock.

The acquisition of uMember, if consummated, will be accounted for as a
 reverse merger since the shareholders of uMember will own 85% of the
issued and outstanding common stock of the Company immediately following
 the acquisition.

If this agreement is not executed by March 31, 2000, this letter of
intent will terminate.




























                                 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 under signed, thereunto duly authorized.

                             ART CARDS, INC.



Dated: 3/15/00                           By:/S/ Richard H. Miller
                                         Richard H. Miller, President

     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.

Dated: 3/15/00                            By:/S/ Richard H. Miller
                                          Richard H. Miller, Director

Dated: 3/15/00                            By:/S/John W. Rapparlie
                                          John W. Rapparlie, Director

Dated: 3/15/00                            By:/S/ Marilyn R. Goldberg
                                          Marilyn R. Goldberg, Director

     Supplemental Information to be Furnished With Reports Filed Pursuant
to Section 15(d) of the Act by Registrants Which Have Not Registered
Securities Pursuant to Section 12 of the Act

     No annual report to security holders covering the Registrant's last
fiscal year or proxy material was sent to security holders.