UNITED STATES 
                   SECURITIES & EXCHANGE COMMISSION 
                       Washington, D.C., 20549 
 
                             FORM 10-QSB/A 
     
[X]   QUARTERLY  REPORT PURSUANT TO SECTION 13 or 15(d) 
      OF THE SECURITIES EXCHANGE ACT OF 1934 
      For the Quarterly Period Ended September 30, 1997 
                               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 October 15, 1997, Registrant had 876,602,000 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 September 30, 1997 and December 31, 1996
 
      Condensed Statements of Operations 
       for the three months and nine months ended September 30, 1997 and 1996

     Condensed Statements of Cash Flows 
       for the nine months ended September 30, 1997 and 1996

     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 
                                                                       September 30, 
                                                                                 1997                  December 31, 
                                                                          (unaudited)                    1996     
<S>                                                                <C>                              <C> 
ASSETS 
 
CURRENT ASSETS: 
  Cash                                                            $        26                       $        62  
                                                                          --------                         ---------
  TOTAL ASSETS                                                  26                                 62  
                                                                          =====                        =====
 
LIABILITIES AND SHAREHOLDERS' DEFICIT 
 
CURRENT  LIABILITIES: 
  Accounts Payable                                      $           0                       $          0  
  Accrued liabilities, officer                             70,430                          69,855  
                                                                         --------                           --------
  TOTAL CURRENT LIABILITIES              70,430                           69,855  
                                                                         --------                           --------  
SHAREHOLDERS' DEFICIT: 
  Common Stock, $.0001 par value, 
  3,000,000,000 shares authorized, 
  878,602,000 shares issued and 
  outstanding as of September 30, 
  1997, and December 31, 1996, 
   respectively                                                  87,660                         87,660  
   Additional paid-in capital                           950,373                        950,373  
   Accumulated deficit                               (1,108,437)                   (1,107,826) 
                                                                   -------------                     ------------ 
  TOTAL SHAREHOLDERS' DEFICIT     (70,404)                        (69,793) 
                                                                   -------------                     ------------     
TOTAL LIABILITIES AND 
  SHAREHOLDERS' DEFICIT             $             26               $                62  
                                                                   =======                   ========
 <CAPTION>
"See notes to condensed financial statements." 
 
 </TABLE>











<TABLE>
<CAPTION>
ART CARDS, INC. 

Condensed Statements of Operations (unaudited) 
 

                                    For the Nine              For the Nine 
                                     Months Ended          Months Ended 
                                    September 30,           September 30,                           
                                        1997                    1996     
<S>                            <C>                        <C> 
Sales, net                     $          0               $            0  
         ,                           ------                     -------- 
OPERATING EXPENSES: 
  Bank charges                           36                           30  
  Professional fees                     575                       12,625    
  Filing fees 							                   500
  Travel expenses	     						           875
                                                                                           -------                     --------
  TOTAL OPERATING EXPENSES             (611)                     (14,030)
                                                                                           -------                     --------
Operating loss                         (611)                     (14,030)
Other Income                                                      17,200 
                                      -------                     --------
NET INCOME(LOSS)                $      (611)                $      3,170  
                                                                                           ====                     ===== 
NET INCOME (LOSS) 
PER SHARE OF COMMON STOCK       $         *                 $          *  
 
AVERAGE COMMON SHARES OUTSTANDING  878,602,000        878,602,000 
 
 
* 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 
                                                       			September 30,         September 30, 
                                                                                           1997                         1996     
<S>                                                                                  <C>                 <C> 
Sales, net                                                                          $         0           $         0  
                                                                                               ------               -------    
OPERATING EXPENSES: 
  Bank charges                                                                            0                     18
  Professional fees                                                                                         5,073  
  Travel expenses							      875
                                                                                               ------               -------
  TOTAL OPERATING EXPENSES                                        0               (5,966)
                                                                                               ------              -------
Operating loss                                                                            0               (5,966)
OTHER INCOME                                                                                       6,200 
                                                                                               ------              ------- 
NET (LOSS)                                                                  $          0           $      234
                                                                                               ====            ====   
NET INCOME (LOSS) 
PER SHARE OF COMMON STOCK                         $         *             $         *  
 
AVERAGE COMMON SHARES OUTSTANDING  878,602,000         878,602,000 
 
 
* 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 Nine          For the Nine 
                                                                                 Months Ended       Months Ended 
                                                    	                         September 30,        September 30, 
                                                                                        1997                       1996     
 
OPERATING ACTIVITIES: 
<S>                                                                              <C>                     <C> 
  Net Income(Loss)                                                      $      (611)            $      3,170 
   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                     (3,290)  
                                                                                          --------                    -------- 
NET CASH USED IN OPERATING ACTIVITIES            (36)                       (120)  
                                                                                          --------                    --------
FINANCING ACTIVITIES: 
 
  Proceeds from issuance of 
    Common stock                                                                     0                          200  
                                                                                             -----                      --------
NET CASH PROVIDED BY OPERATING ACTIVITIES    0                          200  
                                                                                             -----                      --------  
INCREASE (DECREASE) IN CASH 
  AND CASH EQUIVALENTS                                           (36)                          80  
 
 
CASH AND CASH EQUIVALENTS, 
  BEGINNING OF THE PERIOD                               $        62                $           0  
                                                                                            ------                       ------
CASH AND CASH EQUIVALENTS, 
  END OF THE PERIOD                                            $        26                  $       80  
                                                                                           ====                      ====      
<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 1996 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 nine months ended September 30, 1997, are not 
necessarily indicative of the results that may be expected for the full 
calendar year ended December 31, 1997. The financial statements are 
presented on the accrual basis. 
 
NOTE B - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION  
 
Liquidity and Capital Resources 
 
During the first sixmonths of 1997, the Company's working capital deficit 
increased by $611. 
 
Results of Operations 
 
The results of operations for the three months and nine months ended September 
30, 1997 and 1996 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. 
 
 
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: November 14, 1997              /S/ Richard Miller
                                     Richard Miller 
                                     President, Chief Executive Officer
                                     and Principal Financial Officer