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 June 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 July 23, 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 June 30, 1997 and December 31, 1996
 

      Condensed Statements of Operations 

       for the three months and six months ended June 30, 1997 and 1996


     Condensed Statements of Cash Flows 

      for the six months ended June 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 
 
ART CARDS, INC
<TABLE>
Condensed Balance Sheets 
                                                  June 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 March 31, 
  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 Six          For the Six 
                                               Months Ended         Months Ended 
                                                 June 30,           June 30, 
                                                   1997              1996     
<S>                                         <C>                <C> 
Sales, net                                  $         0        $         0  
 
OPERATING EXPENSES: 
  Bank charges                                       36              7,552  
  Professional fees                                 575                512  
 
  TOTAL OPERATING EXPENSES                         (611)            (8,064) 
Other Income                                                        11,000 
 
NET (LOSS)                                  $      (611)      $      2,936  
 
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 
                                                 June 30,           June 30, 
                                                  1997                1996     
<S>                                            <C>                 <C> 
Sales, net                                     $         0         $         0  
 
OPERATING EXPENSES: 
  Bank charges                                          18               7,352  
  Professional fees                                                        512  
 
  TOTAL OPERATING EXPENSES                              18              (7,864) 
OTHER INCOME                                                            11,000 
 
  NET (LOSS)                                   $      ( 18)        $     3,136) 
 
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 Six         For the Six 
                                                 Months Ended       Months Ended 
                                                    June 30,        June 30, 
                                                      1997            1996     
 
OPERATING ACTIVITIES: 
<S>                                                <C>             <C> 
  Net (Loss)                                        $      (611)    $      2,936 
   Adjustments to reconcile net loss 
   to net cash used in operating 
    activities: 
 
  Common stock issued for services                            0                0  
 
  Changes in operating assets 
  and liabilities: 

Increase (decrease) in accounts 
 payable and other current 
  liabilities                                              575            2,138  
 
NET CASH USED IN OPERATING ACTIVITIES                      (36)             798  
 
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)             998  
 
 
CASH AND CASH EQUIVALENTS, 
  BEGINNING OF THE PERIOD                          $        62       $        0  
 
CASH AND CASH EQUIVALENTS, 
  END OF THE PERIOD                                $        26       $      998  
 
<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 six months ended June 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 six months ended June 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: August 5, 1997                /S/ Richard Miller
                                     Richard Miller 
                                     President, Chief Executive Officer 
                                     and Principal Financial Officer