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 March 31, 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 April 30, 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 March 31, 1999 and December 31, 1998
 
      Condensed Statements of Operations 
       for the three months ended March 31, 1999 and 1998

     Condensed Statements of Cash Flows 
	 for the three months ended March 31, 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 
                                      
                                          March 31,        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 
  March 31,1999 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 
                                    March 31,1999            March 31, 1998                           
                                         
<S>                                 <C>                      <C> 
Sales, net                          $         0             $           0  
         ,                           ----------              ------------ 
OPERATING EXPENSES: 
  Bank charges                                0                         5  
  Professional fees                                                 
  Filing fees 				                                  
  Travel expenses	     			                                  
                                     ----------              ------------
  TOTAL OPERATING EXPENSES                   (0)                       (5)
                                     ----------              ------------
Operating loss                               (0)                       (5)
Other Income                                                          
                                     ----------              ------------
NET INCOME(LOSS)                    $        (0)           $           (5)  
                                     ==========              ============ 
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 Three       For the Three 
                                              Months Ended         Months Ended 
                                              March 31, 1999      March 31, 1998 
                                              
OPERATING ACTIVITIES: 
<S>                                           <C>                 <C> 
  Net Income(Loss)                            $    (  0)          $        (5) 
   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)                   (5)  
                                              ---------             ---------
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)                   (5)   
 
 
CASH AND CASH EQUIVALENTS, 
  BEGINNING OF THE PERIOD                    $        5            $       10  
                                              ---------             ---------
CASH AND CASH EQUIVALENTS, 
  END OF THE PERIOD                          $        5            $        5  
                                              =========             =========      
<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 ended March 31, 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 three 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 ended March 31, 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: May 14, 1999                 /S/ Richard Miller
                                     Richard Miller 
                                     President, Chief Executive Officer
                                     and Principal Financial Officer