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

                             FORM 10-QSB

[X]   QUARTERLY  REPORT PURSUANT TO SECTION 13 or 15(d)
      OF THE SECURITIES EXCHANGE ACT OF 1934
      For the Quarterly Period Ended June 30, 1999
                               OR
[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)
     OF THE SECURITIES EXCHANGE ACT OF 1934
     For the Transition Period from  ______ to  ______

                         Commission File No.
                            33-17229-D

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

   Colorado                                           84-00978689
   (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)

Issuer's telephone number: (303) 831-9335

Check  whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months
and (2) has been subject to such filing requirements for the past 90 days.

                        Yes [X]            No [  ]

As of July 31, 1999, the Registrant had 976,602,000 shares of its $0.0001 par
value common stock outstanding.





ART CARDS, INC.
Form 10-QSB Quarterly Report

Table of Contents

Part I - Financial Statements

      Item 1 - Financial Statements

      Condensed Balance Sheets
       as of June 30, 1999 and December 31, 1998

      Condensed Statements of Operations
       for the six months and three months ended June 30, 1999 and 1998

     Condensed Statements of Cash Flows
	 for the six months and three months ended June 30, 1999 and 1998

	Notes to Condensed Financial Statements


     Item 2 - Management's Discussion and Analysis or Plan of Operation

Part II - Other Information

     Exhibits and Reports on Form 8-K

     (A)  Exhibits - None

     (B)  Reports on Form 8-K



























<TABLE>
<CAPTION>

ART CARDS, INC
Condensed Balance Sheets

                                             June 30,          December 31,
                                              1999               1998
                                          (Unaudited)
<S>                                       <C>                  <C>
ASSETS

CURRENT ASSETS:
  Cash                                    $         5          $        5
                                          -----------          ----------
  TOTAL ASSETS                                      5                   5
                                          ===========          ==========

LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT  LIABILITIES:
  Accounts Payable                        $         0          $        0
  Accrued liabilities, officer                 62,360              62,360
                                          -----------          ----------
  TOTAL CURRENT LIABILITIES                    62,360              62,360
                                          -----------          ----------
SHAREHOLDERS' DEFICIT:
  Common Stock, $.0001 par value,
  3,000,000,000 shares authorized,
  976,602,000 and 976,602,000 shares
  issued and outstanding as of
  June 30,1999 and December 31, 1998,
  respectively
                                              97,660              97,660
  Additional paid-in capital                 950,373             950,373
  Accumulated deficit                     (1,110,388)         (1,110,388)
                                          -----------          ----------
  TOTAL SHAREHOLDERS' DEFICIT                (62,355)            (62,355)
                                          -----------          ----------
TOTAL LIABILITIES AND
  SHAREHOLDERS' DEFICIT                   $         5          $        5
                                          ===========          ==========

<CAPTION>
"See notes to condensed financial statements."


</TABLE>










<TABLE>
<CAPTION>

ART CARDS, INC.

Condensed Statements of Operations (unaudited)


                                    For the Three            For the Three
                                     Months Ended             Months Ended
                                     June 30,1999            June 30, 1998
<S>                                 <C>                     <C>

Sales, net                          $         0             $           0
         ,                           ----------              ------------
OPERATING EXPENSES:
  Bank charges                                0
  Professional fees
  Filing fees
  Travel expenses	     			                                3,000
                                     ----------              ------------
  TOTAL OPERATING EXPENSES                   (0)                   (3,000)
                                     ----------              ------------
Operating loss                               (0)                   (3,000)
Other Income                                                        4,985
                                     ----------              ------------
NET INCOME(LOSS)                    $        (0)           $        1,985
                                     ==========              ============
NET INCOME (LOSS)
PER SHARE OF COMMON STOCK       $         *                 $          *

AVERAGE COMMON SHARES OUTSTANDING    976,602,000              911,835,333


* less than $.01 per share


<CAPTION>

"See notes to condensed financial statements."

</TABLE>














<TABLE>
<CAPTION>

ART CARDS, INC.

Condensed Statements of Operations (unaudited)


                                     For the Six              For the Six
                                     Months Ended             Months Ended
                                    June 30,1999              June 30, 1998
<S>                                 <C>                     <C>

Sales, net                          $         0             $           0
         ,                           ----------              ------------
OPERATING EXPENSES:
  Bank charges                                0                         5
  Professional fees
  Filing fees
  Travel expenses	     			                                3,000
                                     ----------              ------------
  TOTAL OPERATING EXPENSES                   (0)                    3,005
                                     ----------              ------------
Operating loss                               (0)                   (3,005)
Other Income                                                        4,985
                                     ----------              ------------
NET INCOME(LOSS)                    $        (0)           $        1,980
                                     ==========              ============
NET INCOME (LOSS)
PER SHARE OF COMMON STOCK       $         *                 $          *

AVERAGE COMMON SHARES OUTSTANDING    976,602,000              911,835,333


* less than $.01 per share


<CAPTION>
"See notes to condensed financial statements."

</TABLE>
















<TABLE>
<CAPTION>


ART CARDS, INC.
Condensed Statements of Cash Flows (Unaudited)

                                              For the Six          For the Six
                                              Months Ended         Months Ended
                                              June 30, 1999        June 30, 1998
<S>                                           <C>                  <C>
OPERATING ACTIVITIES:

  Net Income(Loss)                            $    (  0)          $     1,980
   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
                                              ---------             ---------
NET CASH USED IN OPERATING ACTIVITIES              (  0)                1,980
                                              ---------             ---------
FINANCING ACTIVITIES:

  Proceeds from issuance of
    Common stock                                      0                     0
                                              ---------             ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES             0                     0
                                              ---------             ---------
INCREASE (DECREASE) IN CASH
  AND CASH EQUIVALENTS                              ( 0)                1,980


CASH AND CASH EQUIVALENTS,
  BEGINNING OF THE PERIOD                    $        5            $       10
                                              ---------             ---------
CASH AND CASH EQUIVALENTS,
  END OF THE PERIOD                          $        5            $    1,990
                                              =========             =========

<CAPTION>
"See notes to condensed financial statements."

</TABLE>








ART CARDS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)

NOTE A - BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and Regulation
S-B. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. The accompanying statements should be read in conjunction with
the audited financial statements included in the Company's 1998 Annual
Report on Form 10-KSB. In the opinion of management, all adjustments
(consisting only of normal recurring accruals) considered necessary in
order to make the financial statements not misleading, have been included.
Operating results for the three months and six months ended June 30, 1999, are
not necessarily indicative of the results that may be expected for the full
calendar year ended December 31, 1999. The financial statements are
presented on the accrual basis.

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.

Stockholder's Equity

On February 6, 1998 the Company issued 100,000,000 shares of its $.0001 par
value common stock for partial settlement of $10,000 owed to the President of
the Company.

NOTE B - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Liquidity and Capital Resources

During the first six months of 1999, the Company's working capital deficit
did not change as a result of the inactivity of the Company.

Results of Operations

The results of operations for the three months and six months ended June 30,
1999 and 1998 reflect the cessation of operations of the Company. Since
the Company has ceased operations, it has minimal operating expenses.
Operating expenses represent bank fees.















SIGNATURES


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




Dated: August 24, 1999                 /S/ Richard Miller
                                     Richard Miller
                                     President, Chief Executive Officer
                                     and Principal Financial Officer