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, 1998 
                               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, 1998, 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, 1998 and December 31, 1997
 
      Condensed Statements of Operations 
      for the three months and six months ended June 30, 1998 and 1997

     Condensed Statements of Cash Flows 
     for the six months ended June 30, 1998 and 1997
     
     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, 
                                       1998               1997
                                    (Unaudited)
<S>                                <C>                  <C> 
ASSETS 
CURRENT ASSETS: 
  Cash                              $   1,990            $       10  
                                    ---------            ----------
  TOTAL ASSETS                      $   1,990            $       10  
                                    =========            ==========
 
LIABILITIES AND SHAREHOLDERS' DEFICIT 
CURRENT  LIABILITIES: 
  Accounts Payable                  $       0            $        0  
  Accrued liabilities, officer         61,960                71,960  
                                    ---------             ---------
  TOTAL CURRENT LIABILITIES            61,960                71,960 
                                    ---------             ---------  
SHAREHOLDERS' DEFICIT: 
  Common Stock, $.0001 par value, 
  3,000,000,000 shares authorized, 
  976,602,000 and 876,602,000 shares
  issued and outstanding as of 
  June 30,1998 and December 31, 1997,
  respectively                         97,660                87,660 
  Additional paid-in capital          950,373               950,373  
  Accumulated deficit              (1,108,003)           (1,109,983) 
                                   ----------            ---------- 
  TOTAL SHAREHOLDERS' DEFICIT         (59,970)              (71,950) 
                                   -----------           -----------     
TOTAL LIABILITIES AND 
  SHAREHOLDERS' DEFICIT           $     1,990            $       10  
                                   ==========             =========
 <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 30,1998           June 30, 1997                           
                                         
<S>                            <C>                    <C> 
Sales, net                      $       0              $         0  
                                ---------               ---------- 
OPERATING EXPENSES: 
  Bank charges                          5                       36 
  Professional fees                                            575
  Filing fees 				                             0
  Travel expenses	     		      3,000	                       0
                                 ---------              ----------
  TOTAL OPERATING EXPENSES         (3,005)                    (611)
                                 ---------              ----------
Operating loss                     (3,005)                    (611)
Other Income                        4,985                         
                                 ---------              ----------
NET INCOME(LOSS)                $   1,980               $     (611)  
                                 =========              ========== 
NET INCOME (LOSS) 
PER SHARE OF
COMMON STOCK                    $         *             $          *  
 
AVERAGE COMMON
SHARES OUTSTANDING            911,835,333               876,602,000 
 
 
* 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 Three           For the Three 
                               Months Ended            Months Ended 
                               June 30,1998            June 30, 1997                           
                                         
<S>                           <C>                     <C> 
Sales, net                     $         0             $         0  
                                ----------              ---------- 
OPERATING EXPENSES: 
  Bank charges                           0                      18
  Professional fees                                                                        
  Filing fees 				                             0
  Travel expenses	     		       3,000	                 0
                                ----------              ----------
  TOTAL OPERATING EXPENSES          (3,000)                    (18)
                                ----------              ----------
Operating loss                      (3,000)                    (18)
Other Income                         4,985                         
                                ----------              ----------
NET INCOME(LOSS)               $     1,985              $      (18)  
                                ==========               ========= 
NET INCOME (LOSS) 
PER SHARE OF
COMMON STOCK                   $         *              $        *  
 
AVERAGE COMMON
SHARES OUTSTANDING            911,835,333                876,602,000 
 
 
* 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, 1998    June 30, 1997 
                                              
OPERATING ACTIVITIES: 
<S>                                <C>              <C> 
  Net Income (Loss)                 $ 1,980          $  (611) 
   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                                            575  
                                    -------          ------- 
NET CASH PROVIDED BY
(USED IN)OPERATING 
ACTIVITIES                            1,980              (36)  
                                    -------          -------
FINANCING ACTIVITIES: 
   Proceeds from issuance of 
    Common stock                          0                0  
                                    -------          -------
NET CASH PROVIDED BY
FINANCING ACTIVITIES                      0                0  
                                    -------          -------  
INCREASE (DECREASE) IN CASH 
  AND CASH EQUIVALENTS                1,980              (36)  
 
 
CASH AND CASH EQUIVALENTS, 
  BEGINNING OF THE PERIOD          $     10         $     62   
                                   --------         --------
CASH AND CASH EQUIVALENTS, 
  END OF THE PERIOD                $  1,990         $     26 
                                   ========         ========      
<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 1997 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 ended June 30, 1998, are not 
necessarily indicative of the results that may be expected for the full 
calendar year ended December 31, 1998. The financial statements are 
presented on the accrual basis. 

New Accounting Pronouncements

Statement of Financial Accounting Standards No. 128, "Earnings per Share"is 
effective for financial statements issued after December 15, 1997.  SFAS 128 
provides for a calculation of "basic" and "diluted" earnings per share. Basic 
earnings per share includes no dilution and is computed by dividing income 
available to common stockholders by the weighted average shares outstanding.  
Diluted earnings per share reflects the potential dilution of securities that 
could share in the earnings of an entity. The adoption of SFAS 128 has had no 
impact on the earnings per share calculation because the Company has no other 
potentailly dilutive securities.

Statement of Financial Accounting Standards NO. 129, "Disclosure of 
Information About an Entity's Capital Structure" is effective for financial 
statements issued after December 15, 1997.  The adoption of SFAS 129 has had 
no impact on the financial statements.

Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive 
Income" is effective for financial statements with fiscal years beginning 
after December 15, 1997. Earlier application is permitted. SFAS 130 
establishes standards for reporting and display of comprehensive income and 
its components ina full set of general purpose financial statements. The 
Company has adopted SFAS 130 and its effect on the financial position and 
results of operations is immaterial.

Statement of Financial Accounting Standards No. 131, "Disclosure About 
Segments of an Enterprise and Related Information is effective for fiscal 
years beginning after December 15, 1997. SFAS 131 establishes standards for 
reporting information about reporting operating segments.  Adoption of SFAS 
131 has not had any impact on the financial statements of the Company as it is 
dormant.
 

STOCKHOLDERS 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 second quarter of 1998, the Company's recieved cash of $4,985 from 
an unrelated entity for the cost of performing due diligence procedure in 
connection with the potential merger of the two companies.  Upon completion of 
due diligence procedures merger discussions were terminated.
 
Results of Operations 
 
The results of operations for the three months and six months ended March 31, 
1998 and 1997 
reflect the cessation of operations of the Company. Since the Company has 
ceased operations, it has minimal operating expenses. 

Operating expenses primarily represent legal and accounting fees. In the 
second quarter of 1998, operating expenses related to travel expenses 
associated with due diligence procedures for a potential merger candidate. 
 
 
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 14, 1998        /S/ Richard Miller
                                  Richard Miller 
                                  President, Chief Executive Officer
                                  and Principal Financial Officer